BROAD SCOPE ENTERPRISES INC (Form: SB-2, Received: 07/17/2003 09:30:28)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BROAD SCOPE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nevada		7990		20-0004161
State or jurisdiction of incorporation or organization		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

305 - 2185 W. 8th Avenue, Vancouver, British Columbia Canada V6K 2A5 604.682.5654

(Address and telephone number of registrant's principal executive offices)

Hong Kit Ng, President
305 - 2185 W. 8th Avenue, Vancouver, British Columbia Canada V6K 2A5 604.682.5654

(Name, address and telephone number of agent for service)

Copy of communications to:

Larry Yen, Esq.
Clark, Wilson
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604-687-5700

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. [X]

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered ⁽¹⁾	Amount to be registered	Proposed maximum offering price per share ⁽²⁾	Proposed maximum aggregate offering price (US$)	Amount of registration fee ⁽²⁾
Common Stock to be offered for resale by selling stockholders	7,750,000	$0.15 ⁽²⁾	$1,162,500	$94.16
Total Registration Fee				$94.16

^{(1)

An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

^{(2)

Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

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

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PROSPECTUS

Subject to Completion

July _____, 2003

BROAD SCOPE ENTERPRISES, INC.

A NEVADA CORPORATION

7,750,000 SHARES OF COMMON STOCK OF BROAD SCOPE ENTERPRISES, INC.

_________________________________

This prospectus relates to 7,7500,000 shares of common stock of Broadscope Enterprises, Inc., a Nevada corporation, which may be resold by selling stockholders named in this prospectus. The shares were acquired by the selling shareholders directly from us in private offerings that were exempt from registration requirements of the Securities Act of 1933. We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company, including Hon Kit Ng and Simon Au, will sell their shares of our common stock at a price of $0.15 per share for the duration of the offering. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. We will pay for expenses of this offering.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 7 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is July ____, 2003.

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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS}

PAGE NUMBER

PROSPECTUS SUMMARY

6

RISK FACTORS

7

RISKS RELATED TO OUR BUSINESS

7

We have had negative cash flows from operations and if we are not able to obtain further financing our business operations may fail

7

We have only commenced our business operations in April, 2003 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, our business may fail

8

The fact that we have not earned any revenues since our incorporation raises substantial doubt about our ability to continue as a going concern

8

We have only generated limited revenues from our business operations and we may need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business

9

All of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers

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If we are unable to protect our Internet domain name, our efforts to increase public recognition of our brand may be impaired

9

The establishment and maintenance of brand identity of our website is critical to our future success. If we are unable to provide high quality online services or otherwise fail to promote and maintain our brands our business could be materially affected

9

If our operations are disrupted by technological or other problems, then our ongoing operations could be materially and adversely impacted

10

Our provision of sexually explicit content may give us a bad reputation in the investment community, who may refuse to do business with us

10

Because we face intense competition, an investment in our company is highly speculative

11

Because we depend on a small group of qualified people, if we cannot hire and retain qualified personnel, we might be forced to discontinue our operations

11

Because our officers, directors and principal shareholders control a majority of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval

11

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment

12

Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution

12

RISKS ASSOCIATED WITH OUR COMMON STOCK

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There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares

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5

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering

12

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock

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FORWARD-LOOKING STATEMENTS

13

SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE

13

THE OFFERING

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DETERMINATION OF OFFERING PRICE

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USE OF PROCEEDS

14

DILUTION

14

DIVIDEND POLICY

14

SELLING STOCKHOLDERS

14

PLAN OF DISTRIBUTION

16

TRANSFER AGENT AND REGISTRAR

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LEGAL PROCEEDINGS

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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DESCRIPTION OF COMMON STOCK

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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INTEREST OF NAMED EXPERTS AND COUNSEL

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EXPERTS

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DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

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DESCRIPTION OF PROPERTY

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DESCRIPTION OF BUSINESS

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MANAGEMENT'S DISCUSSION AND ANALYSIS

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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EXECUTIVE COMPENSATION

30

REPORTS TO SECURITY HOLDERS

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FINANCIAL STATEMENTS

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WHERE YOU CAN FIND MORE INFORMATION

42

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As used in this prospectus, the terms "we", "us", "our", and "Broad Scope" mean Broad Scope Enterprises, Inc. and our wholly owned subsidiary, Broad Scope Entertainment, Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

PROSPECTUS SUMMARY

Our Business

Our company, Broad Scope Enterprises, Inc., owns and operates an adult entertainment and services directory website located at www.bcescorts.com through our wholly owned subsidiary, Broad Scope Entertainment, Inc. Our website provides a directory of adult entertainment and service providers where personal escorts, exotic dancers, models and vendors of adult entertainment products located in the Province of British Columbia, Canada may list and advertise their profiles, products, services, pictures and contact information on our website. Information contained on our website does not form part of this prospectus. We were incorporated on April 18, 2003 under the laws of the State of Nevada. Our principal executive offices are located at 305 - 2185 West 8th Avenue, Vancouver, British Columbia, Canada V6K 2A5. Our telephone number is 604.682.5654.

We have one wholly-owned subsidiary, Broad Scope Entertainment, Inc., a Nevada corporation incorporated on April 18, 2003. Its United States office is located at 6075 South Eastern Avenue, Suite 1, Las Vegas, Nevada 89119-3146 and its principal office is located at 305 - 2185 W. 8th Avenue, Vancouver, British Columbia, Canada V6K 2A5.

Number of Shares Being Offered

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 7,750,000 shares of our common stock. The offered shares were acquired by the selling stockholders in private placement transactions, which were exempt from the registration requirements of the Securities Act of 1933. The selling stockholders will sell their shares of our common stock at $0.15 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company, including Hon Kit Ng and Simon Au, will sell their shares of our common stock at a price of $0.15 per share for the duration of the offering. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Please see the Plan of Distribution section at page 16 of this prospectus for a detailed explanation of how the common shares may be sold.

Number of Shares Outstanding

There were 7,750,000 shares of our common stock issued and outstanding as at July 11, 2003.

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling stockholders. We will incur all costs associated with this registration statement and prospectus.

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Summary of Financial Data

The summarized consolidated financial data presented below is derived from and should be read in conjunction with our audited consolidated financial statements from April 18, 2003 (date of inception) to the year ended April 30, 2003 including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Management's Discussion and Analysis" beginning on page 25 of this prospectus.

From April 18, 2003 (Date of Inception) to

April 30, 2003
⁽¹⁾

Revenue

$-

Net Loss for the Period

$(2,223)

Loss Per Share - basic and diluted

$(0.04)

As at

April 30, 2003

Working Capital (Deficiency)

$(1,498)

Total Assets

$100

Total Number of Issued Shares of Common Stock

50,000

Deficit

$(2,223)

Total Stockholders' Deficit

$(1,498)

(1) Our company was incorporated on April 18, 2003 and has not completed a full financial fiscal year.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

We have had negative cash flows from operations and if we are not able to obtain further financing our business operations may fail.

To date we have had negative cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We incurred a loss of $(1,598) for the fiscal period ended April 30, 2003. As of April 30, 2003, we had a working capital deficiency of $(1,498). We do not expect positive cash flow from operations in the near term. During May, 2003, we received an aggregate of $41,400 gross proceeds from three private placement financings in which we sold shares of our common stock. We have estimated that we will require between $25,000 and $55,000 to carry out our business plan in the year ended April 30, 2004. We anticipate that the funds we have raised in the last private placements may be sufficient to satisfy our cash

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requirements for the balance of the year ended April 30, 2004. However, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

- we incur unexpected costs in completing the development of our technology or encounter any unexpected technical or other difficulties;

- we incur delays and additional expenses as a result of technology failure;

- we are unable to create a substantial market for our services; or

- we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for the continued development of our technology and the marketing of our website. Such outside capital may include the sale of additional stock and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, our business and future success may be adversely affected.

We have only commenced our business operations in April, 2003 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, our business may fail.

We have a limited operating history. Our operating activities since our incorporation on April 18, 2003 consisted primarily of developing an adult entertainment directory website through our subsidiary. We launched our website www.bcescorts.com on May 15, 2003 and currently only part of that website is functional. Our prospects are subject to the risks and expenses encountered by start up companies, such as uncertainty regarding level of future revenue and inability to budget expenses and manage growth accordingly, uncertainty regarding acceptance of our website among the adult entertainment and service providers and inability to access sources of financing when required and at rates favorable to us. Our limited operating history and the highly competitive nature of the adult entertainment industry make it difficult or impossible to predict future results of our operations. We may not establish a clientele that will make us profitable, which might result in the loss of some or all of your investment in our common stock.

The fact that we have not earned any revenues since our incorporation raises substantial doubt about our ability to continue as a going concern.

We are in the development stage and have generated limited revenues since our inception on April 18, 2003. We will, in all likelihood, continue to incur operating expenses without significant revenues until our website becomes fully operational and gains significant popularity with the adult entertainment and service providers in British Columbia, Canada. During May, 2003, we raised $41,400 through the sale of shares of our common stock. We estimate our average monthly operating expenses, not including one time expenses in marketing and in completing construction of our website (estimated at a total of $9,500 to $15,000 for the 12 month period ending April 30, 2004), to be approximately $2,500 each month. At this rate we will be able to maintain our operations until April 30, 2004 without generating significant revenues from our operations. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate enough interest in our website among adult entertainment and service providers in British Columbia, Canada. If we cannot attract a significant number of adult entertainment and service providers to list or advertise on our website, we will not be able to general any significant revenues or income. These circumstances raise substantial doubt about our ability to

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continue as a going concern as described in an explanatory paragraph to our independent auditors' opinion on the financial statements for the period ended April 30, 2003.

We have only generated limited revenues from our business operations and we may need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business.

Since we commenced our business operations on May 15, 2003, we have generated approximately $750 in revenue from eight advertising clients, while we have spent $3,000 to acquire the domain name "www.bcescorts.com" for our website and $3,000 for the design and development of our website. We intend to spend a further $7,000 to complete the construction of our website before December 31, 2003. Because we cannot anticipate when we will be able to generate significant revenues from our business operations, we may need to raise additional funds to continue develop our website for other cities, provinces or states, to respond to competitive pressures, to acquire complementary technologies or to respond to unanticipated requirements or expenses. We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our website and our business model. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business, which might result in the loss of some or all of your investment in our common stock.

All of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

If we are unable to protect our Internet domain name, our efforts to increase public recognition of our brand may be impaired.

We currently hold the Internet domain name "bcescorts.com". The acquisition and maintenance of domain names generally is regulated by governmental agencies and their designees. The regulation of domain names in the United States and in foreign countries is subject to change. As a result, we may be unable to acquire or maintain relevant domain names in all countries in which we intend to conduct business. This could impair our efforts to build brand recognition and to increase traffic to our websites. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.

The establishment and maintenance of brand identity of our website is critical to our future success. If we are unable to provide high quality online services or otherwise fail to promote and maintain our brands our business could be materially affected.

We have a limited offering of services on our website and substantially all of our limited revenues to date (approximately $750) have been generated from the listing of personal escorts on our website. Since we expect that

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substantially all of our revenues will be generated from listings and advertising on our website, market acceptance of our website is critical to our future success. Factors such as market positioning, the availability and price of competing services, and the introductions of new technologies will affect the market acceptance of our website.

We believe that establishing and maintaining brand identity of our website will increase the attractiveness of our website to prospective advertisers. Promotion and enhancement of our website will depend largely on our success in continuing to provide high quality online services. In order to attract and retain users for our website and to promote and maintain our brand in response to competitive pressures, we may increase our financial commitment to creating and maintaining a distinct brand loyalty among our users. If we are unable to provide high quality online services, or otherwise fail to promote and maintain our brand, incur excessive expenses in an attempt to improve, or promote and maintain our brand, our business, results of operations and financial condition could be materially and adversely affected.

If our operations are disrupted by technological or other problems, then our ongoing operations could be materially and adversely impacted.

Our systems could be overwhelmed or could fail for any number of reasons. We receive and process the majority of our content through the Internet. Heavy usage volumes could cause significant backlogs or could cause our systems to fail. We may not be able to expand and upgrade our technology and network hardware and software to accommodate increased usage by our customers on a timely basis. Also, our systems, and those of the third parties on which we depend, may not operate properly in the event of:

- a hardware or software error, failure or crash,

- a power or telecommunications failure,

- human error, or

- a fire, flood or other natural disaster.

Our systems may be more likely to suffer problems while we implement upgrades to our network hardware and software. Additionally, our computer systems and those of the third parties on which we depend may be vulnerable to damage or interruption due to sabotage, computer viruses or other criminal activities or security breaches.

The computer servers which house the data storage and software are housed at the data center of a third party company. If the systems of this third party slows down significantly or fail even for a short time, our customers would suffer delays in data access. These delays could damage our reputation, cause customers to close their accounts with us and cause customers to incur substantial losses. We could be subject to claims or litigation with respect to these losses. We currently do not have any property and business interruption insurance to compensate us for all losses we may incur. If any of these circumstances occur, then our ongoing operations could be materially and adversely impacted.

Our provision of sexually explicit content may give us a bad reputation in the investment community, who may refuse to do business with us.

Because we allow our clients to post nude pictures of themselves on our Internet website, many people may regard our business as unethical or immoral. Certain investors, investment banking entities, market makers, lenders, and others in the investment community may refuse to participate in the market for our common stock, financings, or other activities due to the nature of our business. Such refusal may negatively impact the value of our common stock and our opportunities to attract market support.

Federal and state governments, along with various religious and children's advocacy groups, consistently propose legislation and take action aimed at restricting provision of, access to, and content of adult entertainment.

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These groups also may file lawsuits against parties that facilitate the provision of adult entertainment, encourage boycotts against such providers, and mount negative publicity. We may also be subject to suits or other claims from escorts if we do not obtain the appropriate releases or if such persons are minors. If any of these parties are successful in reducing the demand for the services provided on our website, then our ability to generate revenues would be negatively affected.

Because we face intense competition, an investment in our company is highly speculative.

Our domain name "www.bcescorts.com" is critical to our success. Other than our domain name, we do not use or own any proprietary technology in connection with the operation of our current website.

The Internet adult directory industry is characterized by intense and substantial competition. We believe that our website will have to compete with large and established online adult entertainment directories such as Exotics.com, Escorts-Canada.com and Eros-guide.com (information on these websites does not form part of this prospectus), as well as other small to medium sized online adult entertainment directories and other business entities that provide adult entertainment products and services directly to the consumers.

We believe that the barrier of entry into the adult entertainment directory industry is relatively low and setting up of a new online adult entertainment directory requires only a modest amount of capital investment. In addition, a number of our competitors, such as Exotics.com, Escorts-Canada.com and Eros-guide.com (information on these websites does not form part of this prospectus), are well established, substantially larger and have substantially greater market recognition, greater resources and broader distribution capabilities than we have. These existing and future competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements than us and may be able to undertake more extensive promotional activities, offer more attractive terms to customers and adopt more aggressive pricing policies than we do. Increased competition by these existing and future competitors could materially and adversely affect our profitability.

Because we depend on a small group of qualified people, if we cannot hire and retain qualified personnel, we might be forced to discontinue our operations.

Since our inception on April 18, 2003, our president, secretary, treasurer and one of our directors, Mr. Hon Kit Ng, and our vice-president and one of our other directors, Mr. Simon Au, have handled all of the responsibilities in the area of corporate administration, business development and research. In addition, Mr. Ng has also provided us with capital raising services. The loss of the services of any of these directors, executive officers or key personnel, or the inability to identify, hire, train and retain other qualified directors, executive officers or personnel in the future would have a material adverse affect on our business, financial condition and operating results. We do not maintain any life insurance policies on any of these directors, executives, or key personnel for our benefit. The shares owned by Hon Kit Ng and Simon Au are being registered for resale under this registration statement. If they sell all or most of their common stock, they may no longer have an incentive to remain with us, which would damage our business.

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Because our officers, directors and principal shareholders control a majority of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval.

Our officers and directors and their affiliates, in the aggregate, beneficially own 58% of issued and outstanding shares of our common stock. As a result, they have the ability to control matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control the company, investors will not be able to replace our management if they disagree with the way our business is being run. Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We do not currently maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of our common stock could lose their entire investment.

Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 75,000,000 common shares, of which 7,750,000 are issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our company in the future.

RISKS ASSOCIATED WITH OUR COMMON STOCK

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to apply to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board upon the effectiveness of this registration statement of which this prospectus forms a part. However, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of heir investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering.

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced

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securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" on pages 7 to 13, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

THE OFFERING

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 7,750,000 shares of common stock which were issued pursuant to several private placement offerings made by us pursuant to Regulation S promulgated under the Securities Act.

The selling stockholders will sell their shares of our common stock at $0.15 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company, including Hon Kit Ng and Simon Au, will sell their shares of our common stock at a price of $0.15 per share for the duration of the offering. We will not receive any proceeds from the resale of shares of our common stock by the selling stockholder.

DETERMINATION OF OFFERING PRICE

The selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company,

14

including Hon Kit Ng and Simon Au, will sell their shares of our common stock at a price of $0.15 per share for the duration of the offering. The offering price of $0.15 per share has been determined arbitrarily and does not have any relationship to any established criteria of value, such as book value or earning per share. Additionally, because we have no significant operating history and have not generated any material revenue to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

USE OF PROCEEDS

The shares of common stock offered by this prospectus are being registered for the account of the selling stockholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling stockholders and we will not receive any proceeds from the resale of the common stock by the selling stockholders. We will, however, incur all costs associated with this registration statement and prospectus.

DILUTION

The common stock to be sold by the selling stockholders is the 7,750,000 shares of common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business.

SELLING STOCKHOLDERS

The selling stockholders may offer and sell, from time to time, any or all of the common stock issued. Because the selling stockholders may offer all or only some portion of the 7,750,000 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of July 11, 2003, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholder.

Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer to our knowledge.

15

Name of Selling

Stockholder and Position, Office or Material

Relationship with Broad Scope

Common

Shares owned by the Selling Stockholder
⁽²⁾

Total Shares to be Registered Pursuant to this Offering

Number of Shares Owned

by Selling Stockholder After

Offering and Percent of Total

Issued and Outstanding
⁽¹⁾

# of

Shares

% of

Class

Hon Kit Ng

President, Secretary, Treasurer and Director

2,500,000

2,500,000

Nil

0%

Simon Au

Vice-President and Director

2,000,000

2,000,000

Nil

0%

Kwok Kin Som

200,000

200,000

Nil

0%

Sharlene Shah

215,000

215,000

Nil

0%

Shazad Shah

100,000

100,000

Nil

0%

Alistaire Anderson

60,000

60,000

Nil

0%

Russell McRae

100,000

100,000

Nil

0%

Troy Mutter

175,000

175,000

Nil

0%

Tim Bozenkool

50,000

50,000

Nil

0%

Jasmin Fuller

100,000

100,000

Nil

0%

Sophie Jong

100,000

100,000

Nil

0%

Gordon Rioux

40,000

40,000

Nil

0%

Elvie Gee

80,000

80,000

Nil

0%

Allan McRae

50,000

50,000

Nil

0%

Ellen Gee

50,000

50,000

Nil

0%

Amy Li

50,000

50,000

Nil

0%

Elsie Gee

50,000

50,000

Nil

0%

Simon Gee

40,000

40,000

Nil

0%

Danile Fredericks

140,000

140,000

Nil

0%

Edy Dere

100,000

100,000

Nil

0%

Thanh Nguyen

100,000

100,000

Nil

0%

Kenneth Fong

200,000

200,000

Nil

0%

David Woo

100,000

100,000

Nil

0%

Steve Sweeney

50,000

50,000

Nil

0%

Nadia Giral

70,000

70,000

Nil

0%

Doug Fung

300,000

300,000

Nil

0%

Yim Chiu Kwan

50,000

50,000

Nil

0%

Joe Oliverio

50,000

50,000

Nil

0%

Patrick Fung

100,000

100,000

Nil

0%

Melinda Au

360,000

360,000

Nil

0%

Dhananjai Borwankar

100,000

100,000

Nil

0%

Adam Van Dyke

20,000

20,000

Nil

0%

Annie Ho

50,000

50,000

Nil

0%

Total:

7,750,000

7,750,000

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(1) Assumes all of the shares of common stock offered are sold. Based on 7,750,000 common shares issued and outstanding on July 11, 2003.

(2) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

We may require the selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted, in privately negotiated transactions or otherwise. Our common stock is not currently listed on any national exchange or electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or electronic quotation system. Because there is currently no public market for our common stock, the selling stockholders will sell their shares of our common stock at a price of $0.15 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company, including Hon Kit Ng and Simon Au, will sell their shares of our common stock at a price of $0.15 per share for the duration of the offering. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:

(a) block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

(b) purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;

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(c) an exchange distribution in accordance with the rules of the exchange;

(d) ordinary brokerage transactions and transactions in which the broker solicits purchasers;

(e) privately negotiated transactions; and

(f) a combination of any aforementioned methods of sale.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

In the event of the transfer by any selling stockholder of his or her shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any selling stockholder defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

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All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Pacific Stock Transfer (Suite 240, 500 East Warm Springs Road, Las Vegas, Nevada 89119, telephone: 702.361.3303).

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name

Position Held with the

Company

Age

Date First Elected

or Appointed

Hon Kit Ng

President, Secretary, Treasurer and Director

29

April 18, 2003

Simon Au

Vice-President and Director

33

Vice-President since May 10, 2003

Director since May 30, 2003

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Hon Kit Ng, President, Secretary, Treasurer and Director

On April 18, 2003, Mr. Ng was appointed as a director and the president, secretary and treasurer of our company. Mr. Ng founded our company after seeing an opportunity to provide greater information to users seeking adult services by using the Internet as opposed to other more expensive mediums such as magazines and newspapers. Mr. Ng is a self taught website designer and, having used the Internet actively for over six years, is familiar with online marketing and promotional methods. From June 1996 to present, Mr. Ng has been employed by Borden Ladner Gervais, a law firm, as an accounting clerk. During 1991, Mr. Ng completed his first year at Dawson College in Montreal, Quebec, where he was enrolled in language and literature courses.

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Simon Au, Vice-President and Director

Mr. Au joined our company in May, 2003. He was appointed as our vice-president on May 10, 2003 and later appointed as a director of our company on May 30, 2003. Mr. Au is a mechanical engineer specializing in manufacturing process. Mr. Au also has experience in Internet marketing and the development of web based businesses having started his own Internet audio parts retailing operation called Audiyo.com in January, 2003. From January, 2003 to present, Mr. Au has also served as the Vice-President of Marketing/Development with Audiyo.com, where he is responsible for website design, management of the launch of the company's website, development of a supplier base of products o be sold through the website and development of Audiyo.com's marketing strategy. From July 1999 to present, Mr. Au has been the manufacturing and process engineer with the Rollstamp Manufacturing Division of Decoma International, where his responsibilities include design workcell layout and plant layout, implementing continuous improvement projects for manufacturing processes including metal stamping, injection molding and painting. Rollstamp is a supplier of automotive exterior trim products to companies including General Motors, Ford and Chrysler

.

From September 1997 to July 1999, Mr. Au was the programmer/project coordinator with Schukra Manufacturing, a company involved in manufacturing seat lumbar supports for the automotive industry. Mr. Au's education background includes Magna International Training Certificates: (2000-2002), where he studied design for manufacturing and assembly, mistake proofing, occupational health and safety and supervisor competency training; Concordia University where he received a Bachelor Degree in Mechanical Engineering (1992-1996); Dawson College where he studied mechanical engineering technology (1989-1992) and Dawson College where he studied applied sciences (1987-1989).

Committees of the Board

We do not have a separate audit committee at this time. Our entire board of directors acts as our audit committee.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 11, 2003, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and

20

investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage

of Class
⁽¹⁾

Hon Kit Ng

307 - 2185 W. 8th Avenue

Vancouver, British Columbia

2,500,000

32.26%

Simon Au

27 Kimberly Court

Richmond Hill, Ontario

L4E 4C6

2,000,000

25.81%

Directors and Officers

(as a group)

4,500,000

58.06%

^{(1) Based on 7,750,000 shares outstanding as of July 11, 2003.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

DESCRIPTION OF COMMON STOCK

We are authorized to issue 75,000,000 shares of common stock with a par value of $0.001. As at July 11, 2003 we had 7,750,000 common shares outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. There are no cumulative voting rights.

Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

We engaged the firm of Manning Elliott, Chartered Accountants, in April 2003 to audit our financial statements for the period ended April 30, 2003. There has been no change in the accountants and no disagreements with Manning Elliott, Chartered Accountants, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in

21

connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

EXPERTS

The financial statements of Broad Scope Enterprises, Inc. included in this registration statement have been audited by Manning Elliott, Chartered Accountants, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our company's ability to continue as a going concern) appearing elsewhere in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF SEC POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that no director or officer shall be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve: (i) a breach of the director's duty of loyalty to our company and our stock holders, (ii) bad faith, intentional misconduct or a knowing violation of law, (iii) the payment of dividends in violation of the General Corporate Law of Nevada, or (iv) any transaction from which the director derived an improper personal benefit.

Our Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, our company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF PROPERTY

Our executive and head offices are located at 305 - 2185 W. 8th Avenue, Vancouver, British Columbia, Canada V6K 2A5. The offices are provided to us at no charge by Mr. Ng and are located in his residence. This operating facility functions as our main operating facility. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future.

DESCRIPTION OF BUSINESS

We were incorporated in the state of Nevada on April 18, 2003 and commenced operations through our wholly-owned subsidiary, Broad Scope Entertainment, Inc., on May 15, 2003 with the launch of our website located at www.bcescorts.com. Our wholly-owned subsidiary, Broad Scope Entertainment, Inc., was incorporated in the State of Nevada on April 18, 2003.

Our Current Business

Through our subsidiary, Broad Scope Entertainment, Inc. we own and operate an adult entertainment directory website located at www.bcescorts.com. Information on our website does not form part of this prospectus. We intend to solicit adult entertainment and service providers such as personal escorts, exotic dancers, models,

22

escort agencies and retailers of erotic products to list and advertise on our website. Providers of adult entertainment and services will pay us a fee to list their profiles, pictures and contact information on our website. The general public can access the content on our website at no charge.

Our subsidiary purchased the domain name "www.bcescorts.com" from our president, treasurer, secretary and one of our directors, Mr. Hon Kit Ng. Media Fountain, Inc. a Vancouver based website development firm developed our current website.

In the first phase of our business operation, we plan to have our adult entertainment directory cover those adult entertainment and service providers located primarily in British Columbia, Canada. We intend to focus our coverage on five cities in British Columbia, including Vancouver, Victoria, Whistler, Kelowna and Nanaimo. Currently, users of our website can view listings of profiles, pictures and contact information for personal escorts in Vancouver and Victoria. We intend to expand our website to allow users to view and locate providers of adult entertainment and services by categories, including personal escorts, massage centers, exotic dancers and erotic products and by location into one of the five major British Columbia cities identified above.

The content of our website currently consists of a list of personal escorts in Vancouver and Victoria and certain information about the various escorts. This information typically consists of the escort's physical measurements, age, eye-color, hair color, etc. The client (escort or escort agency) can also chose to include up to four photographs and a 150 word written description. We review all listings and photographs before posting them on the website. Escorts listed on our website pay a monthly fee in advance by either cash, check or money order. We currently do not have plans to accept payment by any other form.

When using our website, a user selects what city they want to see and then sees a list of personal escorts in that city consisting of a small image (if provided by the escort) and a brief description. The user can click on any of the descriptions or small photographs and view any photographs that are available as well as all description and contact information provided by such personal escort.

Our primary source of revenue is (and we expect it to continue to be) fees for listings on our website. Providers of adult entertainment, personal escorts and escort agencies can place either banner advertisements or full descriptions of individual escorts. We have a standard fee for individual escorts of $50 per month. These listings include one full page with a 150 word description and their physical statistics as well as up to four photographs. We charge between $100 and $200 for a banner advertisement depending on its prominence.

Anticipated Sources of Revenue

As we develop our database capabilities we intend to offer premium advertising services and sponsorship opportunities, which may include the option to have an advertisement prominently placed on our website or be the "sponsor of the month" of our website. In order to make these proposed services more attractive, we intend to offer detailed statistics on how many people have viewed their advertisement on each day that it was available for viewing on our website. We expect to have this capability by the end of the year ending December 31, 2003. With this ability we also intend to analyze which advertisements receive more views than others and assist our advertising clients in improving both the appearance and descriptive text that comprises their advertisement. We have yet to establish any prices for our proposed advertising services and sponsorship opportunities.

We anticipate that we will also generate revenues from referral fees which we will earn by referring persons to other websites. Certain adult and other website operators offer a referral fee for companies who send persons to their websites who subsequently purchase either goods or services from their websites. There is no way for the website sending traffic to ensure that all referral fees are paid however there are various Internet discussion boards where companies who generate revenue from referral fees discuss the relative honesty of websites that offer referral fees. Management believes it will have access to sufficient information to choose reputable companies to which to refer users of our company's website.

23

If we are successful in our first phase of our business operation, we may expand, developing other websites to cover other cities located in Canada and the United States.

Marketing

We plan to promote the awareness of our website through a marketing plan that is consisted of six major components: register our website with Internet search engines, list our website on other free adult directories, purchase Internet advertising on other related websites, develop link exchange with other adult entertainment and service websites, purchase advertisement in traditional print media, and solicit advertisements by direct telephone calls to adult entertainment and service providers.

We intend to register our website on as many search engines as is practical. We believe that the most important search engine onto which we can register our website is the Google search engine because many other search engines, such as Lycos and Excite, use it a primary source for their search results. To date we have registered our website in several search engines, including Google, Yahoo, Lycos, Alta Vista, Excite, Infoseek, Hotbot, and Webcrawler.

We plan to identify and list our website in related free adult directories. To date we have listed our website in a free adult entertainment directory located at www.gentlemenworld.com. Our management is currently compiling a list of other adult entertainment directories in which to list.

We plan to purchase internet banner advertising on sites that list escort directories and adult services. Some of the websites on which we plan to purchase advertising include www.perb.com and www.escorts-canada.com. These websites charge a monthly fee, typically in the range of $50 - $200 per month to place a banner advertisement. Included in the design of our website were three banner advertisements which we plan to use on these websites. To date we have not purchased any Internet advertising.

A link exchange involves placing a link to a related website on our website in exchange for a link on that related website to our website. To date we have exchanged one link with a private Victoria based escort agency. We anticipate that we will be able to establish at least 20 link exchanges within the next six months.

We plan to advertise in Vancouver print media and print media in other cities in which we list regionally specific adult entertainment services. We believe this to be a key competitive advantage as our informal research indicates that our competitors currently do not in engage in this type of marketing. We currently advertise our website in the Georgia Straight, a popular free daily Vancouver newspaper. We plan to also advertise in the West Ender and the Vancouver Buy and Sell, two other Vancouver based newspapers.

To date our primary method of marketing has been via telephone. We source clients from local newspapers and competitive Internet directories and ask them to pay for advertising in our directory.

Technology

We host our website on a shared web server provided by Cool and Company, Inc., a web hosting provider company based in Victoria, British Columbia.

Competition

Our primary competition is from other web-based adult entertainment directories and providers of adult content, although we do compete with other formats, such as video, CD ROM and print, for the delivery of adult content. Many websites compete with us for visitors and advertisers and we expect this competition to increase in the future. We believe that the primary competitive factors in our markets include brand recognition, the volume and quality of listings of personal escorts, escort agencies, products and services we list in our directory, ease of use, sales and marketing efforts and user demographics. Our significant competitors include Exotics.com, Inc. and eros-guide.com.

24

We believe that some of our competitive strengths include our domain name, the ease of use of our website and our personalized marketing efforts. We intend to continue to improve our brand recognition and increase the amount of products and services offered as we build out our website and increase our exposure on the Internet by advertising and search engine registration.

Many of our competitors and potential new competitors may have greater financial, technical, marketing and distribution resources. Larger competitors than us can spend more money on search engine marketing, which can attract more customers to their websites than ours. In addition larger competitors have the resources to hire more personnel to develop and market their website. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by our company may affect our ability to establish or maintain a base of listings for our adult entertainment directory. If we are unable to establish and maintain a base of listings from providers of adult entertainment, personal escorts and escort agencies, then we will be unable to generate the revenues and cash flow necessary to continue our business operations.

Growth Strategy

We continue to focus on growing our online adult entertainment directory through our sales and marketing efforts. We currently accept listings from providers of adult entertainment, personal escorts and escort agencies from two cities but intend to expand to five cities by the end of the year ending December 31, 2003. We will aggressively market these websites to both consumers as well as providers of adult entertainment, personal escorts and escort agencies. If we are successful in implementing the first phase of our business operation, we may create a group of regionally focused website directories of adult products and services.

Attracting and retaining listings from providers of adult entertainment, personal escorts and escort agencies and building user traffic to our website are the key elements for us to achieve in order to continue as a going concern. Management's informal research shows that both the Internet usage by our key demographics as well as the general acceptance of the adult entertainment medium continue to grow. Despite the highly competitive nature of this market, the market's continued growth, combined with our marketing expertise in the area of online adult entertainment result in management's confidence in our ability to attract and retain qualified listings from providers of adult entertainment, personal escorts and escort agencies and users to our website.

Employees

Our president, secretary, treasurer and one of our directors, Mr. Hon Kit Ng, and our vice-president and another one of our directors, Mr. Simon Au, are the only employees of our company. They handle all of the responsibilities in the area of corporate administration, business development and research. In addition, Mr. Ng also provides us with capital raising services.

Intellectual Property

We are not aware that our services or proprietary rights infringe the proprietary rights of third parties. However, from time to time, we may receive notices from third parties asserting that we have infringed their trademarks, copyrights or other intellectual property rights. In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any such claims could be time-consuming, result in costly litigation, cause service stoppages or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing technology, require disputed rights to be licensed from others, or require us to cease the marketing or use of our website, any of which could have a material adverse effect on our business, operating results and financial condition.

25

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 7 of this registration statement.

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

From the date of our incorporation on April 18, 2003 to April 30, 2003, we had not generated any revenues. Subsequent to the fiscal year ended April 30, 2003, we have begun generating limited revenues. Our operating activities during this period consisted primarily of developing our Internet website through our wholly-owned subsidiary, Broad Scope Entertainment, Inc., to provide an adult entertainment and service directory where personal escorts, exotic dancers, models and erotic product vendors in British Columbia, Canada can advertise their profiles, products, services, photographs and contact information. We commenced operation of portions of our website on May 15, 2003.

The period covered by our audited financial statements is from our incorporation date at April 18, 2003 to April 30, 2003 during which we had no operations and generated no revenue. For this period our operating expenses are classified into two categories:

- organizational fees, which consisted primarily of organizational costs for incorporating our company and our subsidiary. The amount incurred by us during the period from April 18, 2003 to April 30, 2003 was $798 (estimated to be $nil for the 12 months ending April 30, 2004); and

- professional fees, which consist primarily of accounting and auditing fees for the year end audit. The amount incurred by our company during the period from April 18, 2003 to April 30, 2003 was $800 (estimated to be approximately $10,000 for the 12 months ending April 30, 2004).

PLAN OF OPERATIONS

Our primary objective in the twelve-month period ending April 30, 2004 will be to further develop and expand our website to allow users to view and locate providers of adult entertainment and services by categories, including personal escorts, massage centers, exotic dancers and erotic products and by geographic location. We also intend on expanding our website to include other cities in British Columbia, Canada. We also intend on developing our website so that we can offer premium advertising services and sponsorship opportunities through advertising placed on our website. We have only recently commenced operation of our website on May 15, 2003. Part of our website is now operational and it currently only allows us to post listings of personal escorts in the cities of Vancouver and Victoria, British Columbia, Canada. We intend to continue construction of our website to incorporate other categories including models, dancers, massage and erotic products in the cities currently offered as well as other British Columbia cities including Whistler, Kelowna and Nanaimo. We anticipate that our website will be fully operational by the end of the year ending December 31, 2003. If successful we may then expand our operations to include other websites for other North American cities.

Website Operation

Our website commenced operations on May 15, 2003. From May 15 to May 31, 2003, we generated approximately $750 in revenue from eight personal escorts who obtained listings on our website. Expenses relating to our website operations for the month of May consisted primarily of advertising, approximately $200, hosting of

26

our website, approximately $20, consulting fees, $500 and telephone charges, approximately $30. We anticipate that our operating expenses will increase as we develop our website and our client base.

Clients pay us via cash, check or money order. We do not currently accept credit cards; however management is investigating the opportunities of accepting credit cards as a form of payment.

Promotion

We currently promote our directory on the Internet through search engines, link exchanges and paid Internet advertising. We also promote our directory in local British Columbia print media. Promotion is designed to both attract listings from providers of adult entertainment, personal escorts and escort agencies as well as users of the website. Management believes that the more it can demonstrate that its website is frequented by Internet users, the easier it will be to attract and retain listings from providers of adult entertainment, personal escorts and escort agencies and attract clients who wish to place advertisements on our website. We currently spend $200 per month on promotion and expect this figure to increase as we develop our website and have the ability to list other product categories in multiple cities. We expect that promotion expenses will average $400 per month over the next twelve-month period ending April 30, 2004.

Research and Development

We spent $3,000 to acquire the domain name "www.bcescorts.com" for our website. To date we have spent a further $3,000 designing and implementing this website. We expect to spend a further $7,000 developing the website between now and the end of the calendar year ending December 31, 2003. We expect the useful life of the website to be three years.

We intend to continue construction of our website to incorporate other categories including models, dancers, massage and erotic products in the cities currently offered as well as other British Columbia cities including Whistler, Kelowna and Nanaimo. We anticipate that our website will be fully operational by the end of the year ending December 31, 2003.

Other Expenses

We also incurred expenses unrelated to the website operations including legal expenses relating to the preparation of this registration statement. We expect to incur a total of $15,000 in legal expenses related to the preparation and filing of this registration statement. After the effectiveness of this registration statement, we expect our ongoing legal expenses to be significantly reduced, averaging less than $500 per month.

In our management's opinion, we need to achieve the following events or milestones in the next twelve months in order for us to become a going concern:

- we must complete the construction of our website for use as broad based directory of adult-related products and services. Our website currently provides only limited categories and cities for listings from providers of adult entertainment, personal escorts and escort agencies. We intend to continue construction of our website and incorporate multiple cities and multiple categories such that the website will be fully operational by the end of the year ending December 31, 2003.

- we must continue to market our website and attract and retain listings from providers of adult entertainment, personal escorts and escort agencies. We currently have eight listings of personal escorts. We estimate that if we average 30 advertising clients per month, each spending on average $75 per month, that we will be able to continue as a going concern. We intend to continue to market to potential providers of adult entertainment, personal escorts and escort agencies by Internet and traditional media promotion as well as through direct telephone marketing targeted to such potential customers.

27

- we must continue to attract regular users to our website. We believe that providers of adult entertainment, personal escorts and escort agencies are becoming increasingly sophisticated and are able to judge the relative effectiveness of their advertising campaigns. In order for us to attract and retain providers of adult entertainment, personal escorts and escort agencies we therefore must have as large an end user base as possible. We intend to continue to employ cost effective methods to promote our website to end users of adult entertainment products and services. As part of our ongoing website development we are developing the ability to track how many people visit our website on a daily basis.

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount on equipment for our present or future operations. We may purchase computer hardware and software for our ongoing operations.

Personnel

As of July 11, 2003, our president, Hon Kit Ng, and vice-president, Simon Au, are the only employees of our company. They handle all of the responsibilities in the area of corporate administration, business development and research. In addition, our president also provides us with capital raising services. In the twelve months ending December 31, 2003 we plan to raise our total number of permanent employees to approximately three: one in management, one in sales and marketing and one in system administration. We anticipate the cost of each employee to be employed will be approximately $500 per month and we may choose to compensate our employees with consideration other than cash, such as shares of our common stock or option to purchase shares of our common stock.

If our sales and marketing program is successful in building a significant client base for our online adult entertainment directory, we may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.

Future Operations

Presently, our revenues are not sufficient to meet our operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue into the year ended April 30, 2004. Management projects that we may require an additional $25,000 to $50,000 to fund our ongoing operating expenses, working capital requirements for the year ended April 30, 2004, broken down as follows:

Estimated Funding Required During the Year Ended April 30, 2004

Operating expenses

Marketing

$2,500 - $5,000

General and Administrative

$10,000 - $20,000

Research and development

$7,000 - $10,000

Working capital

$5,000 - $20,000

Total

$24,500 - $55,000

Subsequent to the fiscal year ended April 30, 2003, we effected an equity private placement of $41,400. These funds will enable us to address our current and ongoing expenses, continue with the marketing and promotion activity connected with the launch of our online listing directory and proceed with the development and expansion of our website. We anticipate that these funds will be sufficient to satisfy our cash requirements for the year ended April 30, 2004. If we require any additional monies during fiscal 2004, we plan to raise any such additional capital primarily through the private placement of our securities.

28

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual consolidated financial statements for the year ended April 30, 2003, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our website, the continuing successful development of our website, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions do not currently have an impact on our company's financial position and results of operations as our company has no stock-based employee compensation. Our company will adopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.

In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Our company adopted SFAS No. 146 on April 18, 2003. The effect of adoption of this standard does not currently have an impact on our company's results of operations and financial position.

FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of our company and therefore a description of each and their respective impact on our company's operations have not been disclosed.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

29

Going Concern

The consolidated audited financial statements included with this prospectus have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the consolidated financial statements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

On May 2, 2003, our subsidiary purchased for $3,000 the domain name www.bcescorts.com from Hon Kit Ng, our president, secretary, treasurer and one of our directors.

The promoters of our company are our president, secretary, treasurer and one of our directors, Hon Kit Ng, our vice-president, and one of our directors, Simon Au.

On April 18, 2003, we issued 50,000 shares of our common stock at $0.002 per share to Hon Kit Ng, our president, secretary, treasurer and one of our directors, in a private placement transaction.

On May 1, 2003, we issued 2,450,000 shares of our common stock at $0.002 per share to Hon Kit Ng, our president, secretary, treasurer and one of our directors, in a private placement transaction.

On May 2, 2003, we issued 2,000,000 shares of our common stock at $0.002 per share to Simon Au, our vice-president and one of our directors, in a private placement transaction.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no trading market for our common stock. We do not have any common stock subject to outstanding options or warrants and there are no securities outstanding that are convertible into our common stock. None of our issued and outstanding common stock is eligible for sale pursuant to Rule 144 under the Securities Act of 1933. We are registering 7,750,000 shares of our common stock under the Securities Act of 1933 for sale by the selling securities holders named in this prospectus. There are currently 34 holders of record of our common stock.

We have not declared any dividends on our common stock since the inception of our company on April 18, 2003. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks". "Penny stock" is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on

30

broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standarized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

EXECUTIVE COMPENSATION

No executive officer of our company received an annual salary and bonus that exceeded $100,000 during the period from inception (April 18, 2003) to the fiscal year ended April 30, 2003. The following table shows the compensation received by our president for the period from inception (April 18, 2003) to the fiscal year ended April 30, 2003.

SUMMARY COMPENSATION TABLE

Annual Compensation

Long Term Compensation (1)

Awards

Payouts

Name and Principal

Position

Year

Salary

Bonus

Other

Annual

Compen-

sation (1)

Securities

Underlying

Options/

SARs

Granted

Restricted

Shares or

Restricted

Share

Units

LTIP

Payouts

All Other

Compen-

sation

Hon Kit Ng

President, Secretary, Treasurer

and Director
⁽²⁾

2003

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(1) The value of perquisites and other personal benefits, securities and property for the executive officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

(2) Hon Kit Ng became our president, secretary and treasurer on April 18, 2003.

Stock Options and Stock Appreciation Rights

From the date of inception (April 18, 2003) to the fiscal year ended April 30, 2003 and subsequent to April 30, 2003 up to July 11, 2003, we did not grant any stock options or stock appreciation rights to any of our directors or officers and there were no stock options or stock appreciation rights outstanding on April 30, 2003.

31

Compensation Of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director's fees or other cash compensation for services rendered as a director for the fiscal year ended April 30, 2003 or for the subsequent period ended July 11, 2003.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

32

FINANCIAL STATEMENTS

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.

The following financial statements pertaining to Broad Scope Enterprises, Inc. are filed as part of this registration statement:

Audited Financial Statements

Auditor's Report of Manning Elliott, Chartered Accountants, dated May 15, 2003.

Consolidated Balance Sheet as at April 30, 2003.

Consolidated Statement of Operations for the period from April 18, 2003 (Date of Inception) to April 30, 2003.

Consolidated Statement of Cash Flows for the period from April 18, 2003 (Date of Inception) to April 30, 2003.

Consolidated Statement of Stockholder's Deficit for the period from April 18, 2003 (Date of Inception) to April 30, 2003.

Notes to the Consolidated Financial Statements.

33

Broad Scope Enterprises, Inc.

(A Development Stage Company)

Index

Independent Auditors' Report F-1

Consolidated Balance Sheet F-2

Consolidated Statement of Operations F-3

Consolidated Statement of Cash Flows F-4

Consolidated Statement of Stockholder's Deficit F-5

Notes to the Consolidated Financial Statements F-6

F-1

Independent Auditors' Report

MANNING ELLIOTT

11th floor, 1050 West Pender Street, Vancouver, BC, Canada V6E 3S7

CHARTERED ACCOUNTANTS

Phone: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

MANNING ELLIOTT

To the Board of Directors and Stockholder

of Broad Scope Enterprises, Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Broad Scope Enterprises, Inc. (A Development Stage Company) as of April 30, 2003 and the related consolidated statements of operations, cash flows and stockholder's deficit for the period from April 18, 2003 (Date of Inception) to April 30, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the financial position of Broad Scope Enterprises, Inc. (A Development Stage Company), as of April 30, 2003 and the related consolidated statements of operations, cash flows and stockholder's deficit for the period from April 18, 2003 (Date of Inception) to April 30, 2003, in conformity with generally accepted accounting principles used in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is in the early development stage and has no business operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ "Manning Elliott"

Vancouver, Canada

May 15, 2003 except as to Note 4 which is at May 27, 2003

F-2

Broad Scope Enterprises, Inc.

(A Development Stage Company)

Consolidated Balance Sheet

(expressed in U.S. dollars)

ASSETS

Current Assets

Cash

100

Total Assets

100

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current Liabilities

Accrued liabilities

800

Due to a related party (Note 3)

798

Total Liabilities

1,598

Contingent Liability (Note 1)

Stockholder's Deficit

Common Stock, par value $0.001; 75,000,000 shares authorized;

50,000 shares issued and outstanding

50

Additional Paid-in Capital

50

Donated capital (Note 3)

625

Deficit Accumulated During the Development Stage

(2,223)

Total Stockholder's Deficit

(1,498)

Total Liabilities and Stockholder's Deficit

100

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

F-3

Broad Scope Enterprises, Inc.

(A Development Stage Company)

Consolidated Statement of Operations

(expressed in U.S. dollars)

Period from

April 18, 2003

(Date of Inception)

to April 30,

2003

$

Revenue

-

Expenses

Management services (Note 3)

500

Organizational costs

798

Professional fees

800

Rent

125

Total Expenses

2,223

Net Loss for the Period

(2,223)

Net Loss Per Share - Basic

(0.04)

Weighted Average Shares Outstanding

50,000

(Diluted loss per share has not been presented as the result is anti-dilutive)

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

F-4

Broad Scope Enterprises, Inc.

(A Development Stage Company)

Consolidated Statement of Cash Flows

(expressed in U.S. dollars)

Period from

April 18, 2003

(Date of Inception)

to April 30,

2003

$

Cash Flows To Operating Activities

Net loss

(2,223)

Donated services

625

Changes to operating assets and liabilities

Accounts payable and accrued liabilities

800

Net Cash Used In Operating Activities

(798)

Cash Flows From Financing Activities

Due to a related party

798

Proceeds from issuance of common stock

100

Net Cash Provided By Financing Activities

898

Cash Flows to Investing Activities

-

Net Increase in Cash

100

Cash - Beginning of Period

-

Cash - End of Period

100

Non-Cash Financing Activities

-

Supplemental Disclosures

Interest paid

-

Income taxes paid

-

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

F-5

Broad Scope Enterprises, Inc.

(A Development Stage Company)

Consolidated Statement of Stockholder's Deficit

From April 18, 2003 (Date of Inception) to April 30, 2003

(expressed in U.S. dollars)

Shares

#

Amount

$

Additional Paid-in

Capital

$

Donated

Capital

$

Deficit

Accumulated

During the

Development Stage

$

Total

$

Balance - April 18, 2003 (Date of Inception)

-

-

-

-

-

Stock issued for cash

50,000

50

50

-

100

Donated services and rent (Note 3)

625

625

Net loss for the period

-

-

-

(2,223)

(2,223)

Balance - April 30, 2003

50,000

50

50

625

(2,223)

(1,498)

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

F-6

1. Nature of Development Stage Activities and Operations

BroadScope Enterprises, Inc. herein (the "Company") was incorporated in the State of Nevada on April 18, 2003. The Company intends to operate a series of websites where dancers, escorts and escort agencies from various cities will pay a monthly fee to list their profiles and contact information.
The Company is in the early development stage. In a development stage company, management devotes most of its activities in developing a market for its products and services. At present, management is devoting most of its activities to getting an SB-2 Registration Statement declared effective. Planned principal activities have not yet begun. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its ability to secure market acceptance of its business plan, to raise additional equity financing and to generate significant revenue. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.
The Company has raised a further $41,400 and issued 7,700,000 shares subsequent to April 30, 2003. It is management's determination that these funds will allow the Company to carry out its business plan during the year ended April 30, 2004.

2. Summary of Significant Accounting Principles

a) Basis of Presentation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Broad Scope Entertainment, Inc., a private company incorporated in the State of Nevada. All significant intercompany transactions and balances have been eliminated.

b) Year End

The Company's fiscal year end is April 30.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

d) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

e) Income Taxes

The Company has adopted the provisions of Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. Pursuant to SFAS 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of the net operating loss has not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating loss carried forward in future years. The Company has a tax loss of $800 to offset future years' taxable income expiring in fiscal 2018.

F-7

2. Summary of Significant Accounting Principles (continued)

e) Income Taxes (continued)

The components of the net deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below:

2002

$

Net Operating Loss

800

Statutory Tax Rate

34%

Effective Tax Rate

-

Deferred Tax Asset

272

Valuation Allowance

(272)

Net Deferred Tax Asset

-

f) Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.

g) Comprehensive Income

SFAS No. 130 establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from non-owner source. To date, the Company has not had any significant transactions that are required to be reported in comprehensive income.

h) Financial Instruments

The carrying value of cash, accrued liabilities and due to a related party approximate fair value due to the relatively short maturity of these instruments.

i) Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company has no stock-based employee compensation. The Company will adopt the disclosure requirements of SFAS No. 148 if stock-based compensation is awarded to employees.

F-8

2. Summary of Significant Accounting Principles (continued)

i) Recent Accounting Pronouncements (continued)

In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on April 18, 2003. The effect of adoption of this standard does not currently have an impact on the Company's results of operations and financial position.

FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.

3. Related Party Transactions and Balances

(a) The amount owing to the President and sole shareholder of the Company for expenses of $798 paid on behalf of the Company is non-interest bearing, unsecured and has no specific terms of repayment.

(b) The President provides management services and office premises to the Company at no charge. These donated services are valued at $1,000 per month and donated office premises are valued at $250 per month. A total of $500 and $125, respectively, were charged for the period from April 18, 2003 to April 30, 2003.

4. Subsequent Events

On May 1, 2003, the Company issued 2,450,000 shares to the president of the Company at an offering price of $0.002 per share for cash proceeds of $4,900.

On May 2, 2003, the Company issued 2,000,000 shares to a director at an offering price of $0.002 per share for cash proceeds of $4,000.

On May 27, 2003 the company issued 3,250,000 common shares to 31 individuals at an offering price of $0.01 per share for cash proceeds of $32,500.

34

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of Broad Scope, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement at the SEC's public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.

No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Broad Scope Enterprises, Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.

35

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada corporation law provides that:

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

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

- to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

- by our stockholders;

- by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

- by court order.

36

Our Articles of Incorporation provide that no director or officer shall be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve: (i) a breach of the director's duty of loyalty to our company and our stock holders, (ii) bad faith, intentional misconduct or a knowing violation of law, (iii) the payment of dividends in violation of the General Corporate Law of Nevada, or (iv) any transaction from which the director derived an improper personal benefit.

Our Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

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

Item 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholder. All of the amounts shown are estimates, except for the SEC Registration Fees.

SEC registration fees

$94.16

Printing and engraving expenses

$1,000
⁽¹⁾

Accounting fees and expenses

$5,000
⁽¹⁾

Legal fees and expenses

$15,000
⁽¹⁾

Transfer agent and registrar fees

$1,000
⁽¹⁾

Fees and expenses for qualification under state securities laws

$0

Miscellaneous

$1,000

⁽¹⁾

Total

$23,094.16

^{(1)

We have estimated these amounts

Item 26 RECENT SALES OF UNREGISTERED SECURITIES

On April 18, 2003, we issued 50,000 common shares to Hon Kit Ng at an offering price of $0.002 per share for gross offering proceeds of $100 in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933. Hon Kit Ng is not a U.S. person as that term is defined in Regulation S.

37

On May 1, 2003, we issued 2,450,000 shares to Hon Kit Ng at an offering price of $0.002 per share for gross offering proceeds of $4,900 in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933. Hon Kit Ng is not a U.S. person as that term is defined in Regulation S.

On May 2, 2003, we issued 2,000,000 shares to Simon Au at an offering price of $0.002 per share for gross offering proceeds of $4,000 in an offshore transaction pursuant to Regulation S and/or Section 4(2)of the Securities Act of 1933. Simon Au is not a U.S. person as that term is defined in Regulation S.

On May 27, 2003, we issued 3,250,000 common shares to the following 31 subscribers at an offering price of $0.01 per share for gross offering proceeds of $32,500 in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933. None of the subscribers were U.S. persons at that term is defined in Regulation S:

Name of Stockholder

Number of Common

Shares Subscribed

Kwok Kin Som

200,000

Sharlene Shah

215,000

Shazad Shah

100,000

Alistaire Anderson

60,000

Russell McRae

100,000

Troy Mutter

175,000

Tim Bozenkool

50,000

Jasmin Fuller

100,000

Sophie Jong

100,000

Gordon Rioux

40,000

Elvie Gee

80,000

Allan McRae

50,000

Ellen Gee

50,000

Amy Li

50,000

Elsie Gee

50,000

Simon Gee

40,000

Danile Fredericks

140,000

Edy Dere

100,000

Thanh Nguyen

100,000

Kenneth Fong

200,000

David Woo

100,000

Steve Sweeney

50,000

Nadia Giral

70,000

Doug Fung

300,000

Yim Chiu Kwan

50,000

Joe Oliverio

50,000

Patrick Fung

100,000

Melinda Au

360,000

Dhananjai Borwankar

100,000

Adam Van Dyke

20,000

Annie Ho

50,000

38

Item 27 EXHIBITS

The following Exhibits are filed with this Prospectus:

Exhibit

Number

Description

3.1**

Articles of Incorporation

3.2**

Bylaws

5.1**

Opinion of Clark, Wilson regarding the legality of the securities being registered.

10.1**

Domain Name Assignment Agreement, dated May 2, 2003, between Broad Scope Enterprises, Inc. and Hon Kit Ng.

10.2**

Subscription Agreement, dated April 20, 2003, between Broad Scope Enterprises Inc. and Hon Kit Ng.

10.3**

Subscription Agreement, dated May 1, 2003, between Broad Scope Enterprises Inc. and Hon Kit Ng.

10.4**

Subscription Agreement, dated May 2, 2003, between Broad Scope Enterprises Inc. and Simon Au.

10.5**

Form of Subscription Agreement between Broad Scope Enterprises Inc. and each of the following persons:

Name

Amount of Common Shares

Purchased at $0.01 per Share

Kwok Kin Som

$2,000

Sharlene Shah

$2,150

Shazad Shah

$1,000

Alistaire Anderson

$600

Russell McRae

$1,000

Troy Mutter

$1,750

Tim Bozenkool

$500

Jasmin Fuller

$1,000

39

Sophie Jong

$1,000

Gordon Rioux

$400

Elvie Gee

$800

Allan McRae

$500

Ellen Gee

$500

Amy Li

$500

Elsie Gee

$500

Simon Gee

$400

Danile Fredericks

$1,400

Edy Dere

$1,000

Thanh Nguyen

$1,000

Kenneth Fong

$2,000

David Woo

$1,000

Steve Sweeney

$500

Nadia Giral

$700

Doug Fung

$3,000

Yim Chiu Kwan

$500

Joe Oliverio

$500

Patrick Fung

$1,000

Melinda Au

$3,600

Dhananjai Borwankar

$1,000

Adam Van Dyke

$200

Annie Ho

$500

21.

Subsidiaries of Broad Scope Enterprises, Inc.

Broad Scope Entertainment, Inc. (Nevada)

23.1**

Consent of Manning Elliott, Chartered Accountants

** Filed herewith

Item 28 UNDERTAKINGS

The undersigned company hereby undertakes that it will:

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

(a) any prospectus required by Section 10(a)(3) of the Securities Act;

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

(c) any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement;

40

(2) for the purpose of determining any liability under the Securities Act, each of the post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

41

SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia, Canada, on July 16, 2003.

BROAD SCOPE ENTERPRISES, INC.

/s/ Hon Kit Ng

By: Hon Kit Ng, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: July 16, 2003

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Winston Barta as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signatures

/s/ Hon Kit Ng

By: Hon Kit Ng, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: July 16, 2003

/s/ Simon Au

By: Simon Au, Vice-President and Director

Dated: July 16, 2003}}}

Exhibit 3.1

FILED #
C-9385-03
APR 18 2003

IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE

Articles of Incorporation
Of
Broad Scope Enterprises, Inc.

Know all men by these present that the undersigned have this day voluntarily associated ourselves together for the purpose of forming a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under and pursuant to the provisions of Nevada Revised Statutes 78.010 to 78.090 inclusive as amended and do state and certify that the articles of incorporation are as follows:

First: Name

The name of the corporation is Broad Scope Enterprises, Inc. , (The "Corporation").

Second: Registered Office and Agent

The address of the principal office of the corporation in the State of Nevada is 6075 South Eastern Ave., Suite 1, Las Vegas, NV 89119-3146 , County of Clark . The name and address of the corporation's Registered Agent in the State of Nevada is Incorp Services Inc. , at said address, until such time as another agent is duly authorized and appointed by the Corporation.

Third: Purpose and Business

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Nevada Revised Statutes of the State of Nevada, including, but not limited to the following:

(a) The Corporation may at any time exercise such rights, privileges, and powers, when not inconsistent with the purposes and object for which this Corporation is organized;

(b) The Corporation shall have power to have succession by its corporate name in perpetuity, or until dissolved and its affairs wound up according to law;

(d) The Corporation shall have power to make contracts;

(e) The Corporation shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country;

(f) The Corporation shall have power to appoint such officers and agents as the affairs of the Corporation shall require and allow them suitable compensation;

(g) The Corporation shall have power to make bylaws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business and the calling and holding of meetings of stockholders;

(h) The Corporation shall have the power to wind up and dissolve itself, or be wound up or dissolved;

(i) The Corporation shall have the power to adopt and use a common seal or stamp, or to not use such seal or stamp and if one is used, to alter the same. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document;

(j) The Corporation shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidence of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for another lawful object;

(k) The Corporation shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidence in indebtedness created by any other corporation or corporations in the State of Nevada, or any other state or government and, while the owner of such stock, bonds, securities or evidence of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any;

(l) The Corporation shall have the power to purchase, hold, sell and transfer shares of its own capital stock and use therefor its capital, capital surplus, surplus or other property or fund;

(m) The Corporation shall have to conduct business, have one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Nevada and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and in any foreign country;

(n) The Corporation shall have the power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or any amendments thereof, or necessary or incidental to the protection and benefit of the Corporation and, in

general, to carry on any lawful business necessary or incidental to the attainment of the purposes of the Corporation, whether or not such business is similar in nature to the purposes set forth in the articles of incorporation of the Corporation, or any amendment thereof;

(o) The Corporation shall have the power to make donations for the public welfare or for charitable, scientific or educational purposes;

(p) The Corporation shall have the power to enter partnerships, general or limited or joint ventures, in connection with any lawful activities.

Fourth: Capital Stock

1. Classes and Number of Shares . The total number of shares of all classes of stock, which the Corporation shall have authority to issue is Seventy-Five Million (75,000,000) , consisting of Seventy-Five Million (75,000,000) shares of Common Stock with a par value of $0.001 per share (The "Common Stock").

2. Powers and Rights of Common Stock

(a) Preemptive Right: No shareholders of the Corporation holding common stock shall have any preemptive or other right to subscribe for any additional un-issued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Corporation;

(b) Voting Rights and Powers: With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of the Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of the Common Stock standing in his/her name;

(i) Cash Dividends: Holders of Common Stock shall be entitled to receive such cash dividends as may be declared thereon by the Board of Directors from time to time out of assets of funds of the Corporation legally available therefor;

(ii) Other Dividends and Distributions: The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to stock dividend or split-up of the shares of the Common Stock;

(iii) Other Rights: Except as otherwise required by the Nevada Revised Statutes and as may otherwise be provided in these Articles of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights in liquidation;

3. Issuance of the Common Stock: The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of the Common Stock herein authorized in accordance with the terms and conditions set forth in these Articles of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for

such consideration all as the Board of Directors in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law. The Board of Directors, from time to time, also may authorize, by resolution, options, warrants and other rights convertible into Common stock ("securities.") The securities must be issued for such consideration, including cash, property, or services, as the Board of Directors may deem appropriate, subject to the requirement that the value of such consideration be no less than the par value of the shares issued. Any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid stock and the holder of such shares shall not be liable for any further call or assessment or any other payment thereof, provided that the actual value of such consideration is not less than the par value of the shares so issued. The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock dividend or split-up of the shares of the Common Stock only to the then holders of the outstanding shares of the Common Stock.

4. Cumulative Voting: Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation.

Fifth: Adoption of Bylaws.

In the furtherance and not in limitation of the powers conferred by statute and subject to Article Sixth hereof, the Board of Directors is expressly authorized to adopt, repeal, rescind, alter or amend in any respect the Bylaws of the Corporation (the "Bylaws").

Sixth: Shareholder Amendment of Bylaws

Notwithstanding Article Fifth hereof, the bylaws may also be adopted, repealed, rescinded, altered or amended in any respect by the stockholders of the Corporation, but only by the affirmative vote of the holders of not less than Fifty-Percent (50%) of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single voting class.

Seventh: Board of Directors

The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors. Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, the exact number of directors of the Corporation shall be determined from time to time by a bylaw or amendment thereto, providing that the number of directors shall not be reduced to less than one (1). The director holding office at the time of the filing of these Articles of Incorporation shall continue as director until the next annual meeting and/or until their successors are duly chosen.

Eighth: Term of Board of Directors.

Except as otherwise required by applicable law, each director shall serve for a term of one year ending on the date of subsequent Annual Meeting of Stockholders of the Corporation (the "Annual Meeting") following the Annual Meeting at which such director was elected. All directors shall have equal standing.

Not withstanding the foregoing provisions of this Article Eighth each director shall serve until their successor is elected and qualified or until their death, resignation or removal; no decrease in the authorized number of directors shall shorten the term of any incumbent director; and additional directors, elected pursuant to Section 4 or Article Fourth hereof in connection with rights to elect such additional directors under specified circumstances, shall not be included in any class, but shall serve for such term or terms and pursuant to such other provisions as are specified in the resolution of the Board or Directors establishing such class or series.

Ninth: Vacancies on Board of Directors

Except as may otherwise be provided pursuant to Section 4 of Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of directors, or any vacancies on the Board of Directors resulting from death, resignation, removal, or other causes, shall be filled solely by the quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified or until such director's death, resignation or removal, whichever first occurs.

Tenth: Removal of Directors

Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, any director may be removed from office only for cause and only by the affirmative vote of the holders of not less than Fifty-Percent (50%) of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such director, provided, however, that where such removal is approved by a majority of the Directors, the affirmative vote of a majority of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such director shall be required for approval of such removal. Failure of an incumbent director to be nominated to serve an additional term of office shall not be deemed a removal from office requiring any stockholder vote.

Eleventh: Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation must be effective at a duly called Annual Meeting or at a special meeting of stockholders of the Corporation, unless such action requiring or permitting stockholder approval is approved by a majority of the Directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of Voting Stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law these Articles have been satisfied.

Twelfth: Special Stockholder Meeting

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the Board of Directors or by the Chairman of the Board or the

President. Special meeting may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by law.

Thirteenth: Location of Stockholder Meetings.

Meetings of stockholders of the Corporation may be held within or without the State of Nevada, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision of the Nevada Revised Statutes) outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws.

Fourteenth: Private Property of Stockholders.

The private property of the stockholders shall not be subject to the payment of corporation debts to any extent whatever and the stockholders shall not be personally liable for the payment of the corporation's debt.

Fifteenth: Stockholder Appraisal Rights in Business Combinations.

To the maximum extent permissible under the Nevada Revised Statutes of the State of Nevada, the stockholders of the Corporation shall be entitled to the statutory appraisal rights provided therein, with respect to any business Combination involving the Corporation and any stockholder (or any affiliate or associate of any stockholder), which required the affirmative vote of the Corporation's stockholders.

Sixteenth: Other Amendments.

The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by applicable law and all rights conferred on stockholders herein granted subject to this reservation.

Seventeenth: Term of Existence.

The Corporation is to have perpetual existence.

Eighteenth: Liability of Directors

No director of this Corporation shall have personal liability to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer. The foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the

personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

Nineteenth: Name and Address of first Directors and Incorporators.

The names and addresses of the incorporators of the Corporation and the first Directors of the Board of Directors of the Corporation which shall be one (1) in number is as follows:

DIRECTOR #1

Doug Ansell
6075 South Eastern Ave., Suite 1
Las Vegas, NV 89119-3146

I, Doug Ansell , being the first director and Incorporator herein before named, for the purpose of forming a corporation pursuant to the Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and accordingly have hereunto set my hand this 4th day of April 2003.

By: /s/ Doug Ansell
Doug Ansell

STATE OF NEVADA
SECRETARY OF STATE

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT

IN THE MATTER OF Broad Scope Enterprises, Inc., a Nevada corporation, Incorp Services, Inc., with the address of 6075 South Eastern Ave., Suite 1, Las Vegas, NV 89119-3146 , County of Clark , State of Nevada , hereby accepts the appointment of Resident Agent of the above-entitled corporation in accordance with NRS 78.090.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of April 2003.

/s/ Doug Ansell

Incorp Services, Inc. , or
Authorized Signatory

Exhibit 3.2

BYLAWS

BROAD SCOPE ENTERPRISES, INC.

A Nevada Corporation

TABLE OF CONTENTS
TO THE
BYLAWS OF
BROAD SCOPE ENTERPRISES, INC.

				Page
ARTICLE 1 - OFFICES				1

	1.1	REGISTERED OFFICE		1
	1.2	PRINCIPAL EXECUTIVE OFFICE		1
	1.3	CHANGE OF LOCATION		1
	1.4	OTHER OFFICES		1

ARTICLE 2 - MEETINGS OF SHAREHOLDERS				1

	2.1		PLACE OF MEETINGS	1
	2.2		ANNUAL MEETINGS	1
	2.3		SPECIAL MEETINGS	2
	2.4		NOTICE OF SHAREHOLDERS' MEETINGS	2
	2.5		MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	2
	2.6		ADJOURNED MEETINGS AND NOTICE THEREOF	2
	2.7		VOTING AT MEETINGS OF SHAREHOLDERS	3
	2.8		RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AN GIVING CONSENTS	3
	2.9		QUORUM	4
	2.10		WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS	4
	2.11		SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT MEETING	5
	2.12		PROXIES	5
	2.13		INSPECTION OF ELECTION	5

ARTICLE 3 - DIRECTORS				6

	3.1		POWERS	6
	3.2		NUMBER AND QUALIFICATION OF DIRECTORS	6
	3.3		ELECTION AND TERM OF OFFICE	6
	3.4		VACANCIES	7
	3.5		REMOVAL OF DIRECTORS	7
	3.6		RESIGNATION OF DIRECTOR	7
	3.7		PLACE OF MEETING	7
	3.8		ANNUAL MEETING	8
	3.9		SPECIAL MEETINGS	8
	3.10		ADJOURNMENT	8
	3.11		NOTICE O ADJOURNMENT	9
	3.12		WAIVER OF NOTICE	9
	3.13		QUORUM AND VOTING	9
	3.14		FEES AND COMPENSATION	9
	3.15		ACTION WITHOUT MEETING	9

ARTICLE 4 - OFFICERS				10

	4.1		OFFICERS	10
	4.2		ELECTION	10
	4.3		SUBORDINATE OFFICERS	10
	4.4		REMOVAL AND RESIGNATION	10
	4.5		VACANCIES	10
	4.6		CHAIRMAN OF THE BOARD	11
	4.7		PRESIDENT	11
	4.8		VICE PRESIDENTS	11
	4.9		SECRETARY	11
	4.10		ASSISTANT SECRETARIES	12
	4.11		CHIEF FINANCIAL OFFICER (TREASURER)	12
	4.12		ASSISTANT FINANCIAL OFFICERS	12
	4.13		SALARIES	12

ARTICLE 5 - SHARES OF STOCK				13

	5.1		SHARE CERTIFICATES	13
	5.2		TRANSFER OF SHARES	13
	5.3		LOST OR DESTROYED CERTIFICATE	13

ARTICLE 6 - COMMITTEES				14

	6.1		COMMITTEES	14

ARTICLE 7 - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS				14

	7.1		AGENTS, PROCEEDINGS AND EXPENSES	14
	7.2		INDEMNIFICATION	15
	7.3		INSURANCE	15

ARTICLE 8 - RECORDS AND REPORTS				15

	8.1		SHAREHOLDER INSPECTION OF ARTICLES AND BYLAWS	15
	8.2		MAINTENANCE AND INSPECTION OF RECORDS OF SHAREHOLDERS	15
	8.3		SHAREHOLDER INSPECTION OF CORPORATE RECORDS	15
	8.4		INSPECTION BY DIRECTORS	16
	8.5		ANNUAL STATEMENT OF GENERAL INFORMATION	16

ARTICLE 9 - MISCELLANEOUS				16

	9.1		CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS	16
	9.2		CONTRACTS, ETC., HOW EXECUTED	16
	9.3		REPRESENTATION OF SHARES OF OTHER CORPORATIONS	17

ARTICLE 10 - NUMBER OF STOCKHOLDERS; NO OFFERS OF SECURITIES TO PUBLIC				17

	10.1		LIMITATION ON NUMBER OF STOCKHOLDERS	17
	10.2		PROHIBITION ON OFFERS OF SECURITIES TO THE PUBLIC	17
	10.3		LIMITATION ON TRANSFERS OF STOCK	17

ARTICLE 11 - ACQUISITIONS OF CONTROLLING INTERESTS				17

ARTICLE 12 - AMENDMENTS TO BYLAWS				18

	12.1		AMENDMENT BY SHAREHOLDERS	18
	12.2		AMENDMENT BY DIRECTORS	18

BYLAWS

OF

Broad Scope Enterprises, Inc.

ARTICLE 1- OFFICES

1.1 Registered Office

The registered office of Broad Scope Enterprises (the "Corporation") shall be in 6075 South Eastern Ave., Suite 1, Las Vegas, NV 89119-3146 in the State of Nevada.

1.2 Principal Executive Office

The Corporation's board of directors (the "Board") is hereby granted full power and authority to fix the location of the principal executive office for the transaction of the business of the Corporation.

1.3 Change of Location

The Board is hereby granted full power and authority to change the registered office from one location to another, and to fix the location of the principal executive office of the Corporation at any place within or outside the State of Nevada.

1.4 Other Offices

Branch or subordinate offices may at any time be established by the board of directors at any place or places where the Corporation is qualified to do business.

ARTICLE 2 - MEETINGS OF SHAREHOLDERS

2.1 Place of Meetings

All annual and all other meetings of shareholders shall be held at the location designated by the board of directors pursuant to a resolution or as set forth in a notice of the meeting, within or outside of the State of Nevada.

2.2 Annual Meetings

The annual meetings of shareholders shall be held on such other date and at such time as may be fixed by the board of directors.

2.3 Special Meetings

Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the Board or the chairman of the Board. Special meetings may not be called by any other person or persons. Each special meeting shall be held on such date and at such time as is determined by the person or persons calling the meeting.

2.4 Notice of Shareholders' Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 hereof not less than ten (10) or more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. The notice shall specify the place, date and hour of the meeting.

2.5 Manner of Giving Notice; Affidavit of Notice

Notice of any shareholders' meeting or any distribution of reports required by law to be given to shareholders shall be given to shareholders either personally or by first-class mail, by telegraph, facsimile, e-mail or any other form of communication permitted by law, charges prepaid, sent to each shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation's books or has been so given, notice shall be deemed to have been given if sent to that shareholder by first-class mail, by telegraph, facsimile or other written communication to the Corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, or actually transmitted by facsimile or other electronic means to the recipient by the person giving the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders' meeting or report may be executed by the secretary, assistant secretary, or any transfer agent of the Corporation giving the notice, and filed and maintained in the minute book of the Corporation.

2.6 Adjourned Meetings and Notice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at such meeting except in the case of the withdrawal of a shareholder from a quorum as provided in Section 2.9 hereof.

When any shareholders' meeting, either annual or special, is adjourned for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 hereof. Except as provided above, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. The Corporation may transact any business at any adjourned meetings that might have been transacted at the regular meeting.

2.7 Voting at Meetings of Shareholders

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.8 hereof, subject to the provisions of sections 78.350 to 78.365, inclusive, of the General Corporation Law of Nevada. Each shareholder shall be entitled to one vote for each share of stock registered on the books of the Corporation in his name, whether represented in person or by proxy. Every shareholder entitled to vote shall have the right to vote in person, or as provided in Section 2.12 hereof, by proxy. The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than the election of directors, any shareholder may vote part of the shares in favor of or in opposition to the proposal and refrain from voting the remaining shares, but if the shareholder fails to specify the number of shares which the shareholder is voting, it will be conclusively presumed that the shareholder's vote is with respect to all shares that the shareholder is entitled to vote.

The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law of Nevada or by the articles of incorporation.

2.8 Record Date for Shareholder Notice, Voting and Giving Consents

In order that the Corporation may determine the shareholders entitled to notice of or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (1) in the case of determination of shareholders entitled to vote at any meeting of shareholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting; (2) in the case of determination of shareholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days from the date upon which the resolution fixing the record date is adopted by the Board; and (3) in the case of any other action, shall not be more than 60 days prior to such other action. If no record date is fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (3) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

2.9 Quorum

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at the meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum and by any greater number of shares otherwise required to take such action by applicable law or in the articles of incorporation. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no business may be transacted except as hereinabove provided.

2.10 Waiver of Notice or Consent by Absent Shareholders

The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 hereof, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if the objection is expressly made at the meeting.

2.11 Shareholder Action by Written Consent Without Meeting

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

2.12 Proxies

Every shareholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, facsimile or other electronic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or as to any meeting by attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of section 78.355 of the General Corporation Law of Nevada.

2.13 Inspectors of Election

Before any meeting of shareholders, the Board may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If inspectors of election are not so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE 3 - DIRECTORS

3.1 Powers

Subject to the provisions of section 78.120 et seq. of the General Corporation Law of Nevada and any limitations in the articles of incorporation and the bylaws of this Corporation relating to action required to be approved by the shareholders or by the outstanding shares, or by a less than majority vote of a class or series of preferred shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

3.2 Number and Qualification of Directors

The authorized number of directors of the Corporation shall not be less than one nor more than ten with the exact number of directors to be fixed from time to time, within the limits specified, by approval of the Board. Each director must be at least eighteen (18) years of age. A director need not be a shareholder of this Corporation or a resident of the State of Nevada.

3.3 Election and Term of Office

Except as provided in section 78.330 of the General Corporation Law of Nevada, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including the director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

3.4 Vacancies

Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until his successor is elected at an annual or special meeting of the shareholders.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of the shareholders, to be held to elect the entire Board. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the shareholders shall have the power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors or amendment reducing the number of classes of directors shall have the effect of removing any director prior to the expiration of such director's term of office.

3.5 Removal of Directors

Any or all of the directors may be removed without cause if any such removal is effected in accordance with the provisions of the General Corporation Law of Nevada.

3.6 Resignation of Director

Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the Board of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future date, a successor may be elected to take office when the resignation becomes effective.

3.7 Place of Meeting

Regular meetings of the Board shall be held at any place within or outside the State of Nevada which has been designated from time to time by resolution of the Board.

Special meetings of the board may be held either at a place within or outside the State of Nevada which has been designated by resolution of the Board or as set forth in a notice of the meeting.

Members of the board may participate in a meeting through use of a conference telephone or similar communication equipment or the Internet, so long as all members participating in such meeting can hear one another. Participation in a meeting by means of the above-described procedure shall constitute presence in person at such meeting.

3.8 Annual Meeting

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such meeting is hereby dispensed with.

3.9 Special Meetings

S pecial meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board or the president or vice president or the secretary or any two directors.

Written notice of the date, time and place of special meetings shall be delivered personally to each director or sent to each director by first-class mail, telegraph, facsimile, e-mail or by other form of written communication, charges prepaid, sent to him at his address as it appears upon the records of the Corporation or, if it is not so shown or is not readily ascertainable, at the place in which the meetings of directors are regularly held. The notice need not state the purpose for the meeting. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the meeting. In case such notice is delivered personally, transmitted by facsimile or other electronic means, or telegraphed, it shall be so delivered, deposited with the telegraph company or electronically transmitted at least twenty-four (24) hours prior to the time of the meeting. Such delivery, mailing, telegraphing, or transmitting as above provided, shall be due, legal and personal notice to such director. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

3.10 Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place.

3.11 Notice of Adjournment

If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

3.12 Waiver of Notice

The transactions at any meeting of the Board, however called and noticed, or wherever held, shall be as valid as though such transactions had occurred at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice of or consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice need not state the purpose for which the meeting is or was held.

3.13 Quorum and Voting

A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinabove provided. In no event shall a quorum be less than two (2) unless the authorized number of directors is one (1), in which case one (1) director constitutes a quorum. Every act or decision done or made by a majority of the directors at a meeting duly held at which a quorum is present shall be regarded as an act of the Board subject to the provisions of the General Corporation Law of Nevada. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

3.14 Fees and Compensation

Directors shall not receive any stated salary for their services as directors, but, by resolution of the board, a fixed fee, with or without expenses of attendance, may be allowed to directors not receiving monthly compensation for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity, as an officer, agent, employee or otherwise, from receiving compensation therefor.

3.15 Action Without Meeting

Any action required or permitted to be taken by the Board under the General Corporation Law of Nevada may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such consent or consents shall be filed with the minutes of the meetings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under the provision of the General Corporation Law of Nevada which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the bylaws authorized the directors to so do.

ARTICLE 4 - OFFICERS

4.1 Officers

The officers of the Corporation shall be a president, a secretary, and a chief financial officer (treasurer) and such other officers with such titles and duties as may be appointed in accordance with the provisions of Section 4.3 hereof, including chairman of the board. Any number of offices may be held by the same person. All officers must be natural persons and any natural person may hold two or more offices.

4.2 Election

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5 hereof, shall be chosen annually by the Board, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve or until his successor shall be elected and qualified.

4.3 Subordinate Officers

The Bo ard may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

4.4 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the Board at any regular or special meeting of the board, or, except in the case of an officer chosen by the Board of directors, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Board or to the president or to the secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.5 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regular appointments to such office.

4.6 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meeting s of the Board and shareholders and exercise and perform all such other powers and duties as may from time to time be assigned to him by the Board or prescribed by the bylaws.

4.7 President

The president, or if there is no president the chairman of the Board, shall be the general manager and chief executive officer of the Corporation and shall, subject to the Board, have general supervision, direction and control of the business and of other officers and employees of the Corporation. He shall preside at all meetings of the shareholders and, if there is no regular, appointed chairman of the board or if such chairman is absent, at all meetings of the Board. He shall be an ex officio member of all standing committees, including the executive committee, if any, and shall have general powers and duties of management usually vested in the office of the president of a Corporation, and shall have such other powers and duties as may be prescribed by the Board or the bylaws.

4.8 Vice Presidents

In the absence or disability of the president and the chairman of the Board, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, the vice president designated by the Board, shall perform all the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president and chairman of the board. Each vice president shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the Board or the bylaws, and the president or the chairman of the board.

4.9 Secretary

The secretary shall keep, or cause to be kept, at the principal executive office, or such other place as the Board may order, a book of minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meeting and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent, a share register or a duplicate share register showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and the date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board required by the bylaws or by law to be given, shall keep the seal of the Corporation in safe custody and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the Board or the bylaws.

4.10 Assistant Secretaries

In the absence or disability of the secretary, the assistant secretaries in order of their rank as fixed by the Board or, if not ranked, the assistant secretary designated by the Board shall perform all the duties of the secretary and, when so acting, shall have all the powers of and be subject to all the restrictions upon the secretary. Each assistant secretary shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the Board or the bylaws.

4.11 Chief Financial Officer (Treasurer)

The chief financial officer shall be the treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. He shall be responsible for the proper disbursement of the funds of the Corporation as may be ordered by the Board and shall render to the president or directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the Corporation. The treasurer shall prepare a proper annual budget of income and expenses for each calendar year, revised quarterly, for approval of or revision by the board of directors and shall be responsible for the handling of finances in connection therewith. He shall have such other powers and shall perform such other duties as may be prescribed by the Board. He shall see that all officers signing checks are bonded in such amounts as may be fixed from time to time by the Board.

4.12 Assistant Financial Officers

In the absence of or disability of the treasurer, the assistant financial officers in order of their rank or, if not ranked, the assistant financial officer designated by the Board shall perform all the duties of the treasurer and, when so acting, shall have the powers of and be subject to all the restrictions upon the treasurer. Each assistant financial officer shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board or the bylaws.

4.13 Salaries

Salaries of officers and other shareholders employed by the Corporation shall be fixed periodically by the Board or established under agreements with the officers or shareholders approved by the Board. No officer shall be prevented from receiving this salary because he is also a director of the Corporation.

ARTICLE 5 - SHARES OF STOCK

5.1 Share Certificates

The certificates of shares of the Corporation shall be in such form consistent with the articles of incorporation and the laws of the State of Nevada as shall be approved by the Board. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All such certificates shall be signed by the chairman or vice chairman of the Board or the president or a vice president, and by the treasurer or an assistant financial officer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.

5.2 Transfer of Shares

Subject to the provisions of law, upon the surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

5.3 Lost or Destroyed Certificate

The holder of any shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate therefor, and the Corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed, upon approval of the Board. The Board may, in its discretion, as a condition to authorizing the issue of such new certificate, require the owner of the lost or destroyed certificate, or his legal representative, to make proof satisfactory to the Board of the loss or destruction thereof and to give the Corporation a bond or other security, in such amount and with such surety or sureties as the Board may determine, as indemnity against any claim that may be made against the Corporation on account of any such certificate so alleged to have been lost or destroyed.

ARTICLE 6 - COMMITTEES

6.1 Committees

The Board may, by resolution adopted by a majority of the authorized number of directors , designate one or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.

Any such committee, to the extent provided by resolution of the Board, shall have all authority of the Board, except with respect to: (i) the approval of any action requiring shareholder approval as enumerated in Subsection (i) through (v) of Section 2.11 hereof and requiring notice to shareholders of such action; (ii) the filling of vacancies on the Board or on any committee; (iii) the fixing of compensation of the Board for serving on the Board or on any committee; (iv) the amendment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any resolution of the Board which by its expressed terms is not so amenable or repealable; (vi) a distribution to the shareholders of the Corporation, except at a rate or in a periodic amount within a price range determined by the Board; or (vii) the appointment of other committees of the Board or the members of these committees.

The provisions of these bylaws for notice to directors of meetings, place of meetings, regular meetings , special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and actions without meetings, without such changes in the context of those bylaws as may be necessary to substitute the committee and its members for the Board and its members, apply also to the committees of the Board and action by such committees, except that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee.

ARTICLE 7 - INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS

7.1 Agents, Proceedings and Expenses

For purposes of this Article, an "agent" of the Corporation includes any person who is or was a director , officer, employee or other agent of the Corporation; or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic Corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" include, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation.

7.2 Indemnification

The Corporation shall, to the maximum extent permitted by Nevada law, have the power to indemnify each of its agents against expenses and shall have the power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law.

7.3 Insurance

The Corporation may, upon the resolution of the directors, purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article VII.

ARTICLE 8 - RECORDS AND REPORTS

8.1 Shareholder Inspection of Articles and Bylaws

The Corporation shall keep at its registered office in Nevada, a copy certified by the secretary of state of its articles of incorporation and any amendments thereto, a copy certified by the Corporation's secretary of the bylaws and any amendments thereto, which shall be open to inspection by shareholders at all reasonable times during office hours.

8.2 Maintenance and Inspection of Records of Shareholders

The Corporation shall keep at its registered office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

8.3 Shareholder Inspection of Corporate Records

The accounting books and records and minutes of proceedings of the shareholders and the Board and any committee or committees of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand on the Corporation of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary Corporation of the Corporation and may not be limited by the articles and bylaws.

8.4 Inspection by Directors

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the Corporation and each of its subsidiary corporations, domestic or foreign. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

8.5 Annual Statement of General Information

The Corporation shall, each year during the calendar month in which its articles of incorporation originally were filed with the Nevada Secretary of State, file with the Secretary of State, on the prescribed form, a statement setting forth the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the president, secretary and treasurer, and the Corporation's duly appointed resident agent in charge of the registered office in the State of Nevada upon whom process can be served, all in compliance with section 78.150 of the General Corporation Law of Nevada.

ARTICLE 9 - MISCELLANEOUS

9.1 Checks, Drafts, Evidence of Indebtedness

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board.

9.2 Contracts, Etc., How Executed

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances; and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

9.3 Representation of Shares of Other Corporations

The president or, in the event of his absence or inability to serve, any vice president and the secretary or assistant secretary of this Corporation are authorized to vote, represent and exercise, on behalf of this Corporation, all rights incidental to any and all shares of any other Corporation standing in the name of this Corporation. The authority herein granted to the officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other Corporation may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by the officers.

ARTICLE 10 - NUMBER OF STOCKHOLDERS; NO OFFERS OF SECURITIES TO PUBLIC

10.1 Limitation on Number of Stockholders

The number of stockholders is limited to 50, exclusive of persons that (a) are employed by the Corporation, or (b) beneficially owned, directly or indirectly, securities of the Corporation while employed by it and, at all time since ceasing to be so employed, have continued to beneficially own, directly or indirectly, at least one security of any class of securities of the Corporation; provided that, for the purposes of this Section 10.1, two or more persons who are the joint registered owners of one or more shares will be counted as one stockholder.

10.2 Prohibition on Offers of Securities to the Public

No shares or debt obligations issued by the Company will be offered for sale to the public until the Board amends these bylaws to remove this section 10.2.

10.3 Limitation on Transfers of Stock

Shares cannot be transferred without the previous consent of the Board expressed by resolution of the Board. The Board is not required to give any reason for refusing to consent to a proposed transfer.

ARTICLE 11 - ACQUISITIONS OF CONTROLLING INTERESTS

11.1 The provision of General Corporation Law of Nevada 7.378 to 78.3793 inclusive, shall not apply the Corporation.

ARTICLE 12 - AMENDMENTS TO BYLAWS

12.1 Amendment by Shareholders

New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of the shareholders entitled to exercise a majority of the voting power of the Corporation; except as provided in these bylaws, a bylaw amendment reducing the number or the minimum number of directors cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent would be sufficient to elect at least one (1) director if voted cumulatively at an election at which all of the outstanding shares entitled to vote were voted and the entire number of previously authorized directors were then being elected.

12.2 Amendment by Directors

Subject to the rights of the shareholders as provided in Section 11.1 hereof to adopt, amend or repeal bylaws, bylaws may be adopted, amended, or repealed by the Board.

CERTIFICATE OF SECRETARY

OF

Broad Scope Enterprises, Inc.
(the "Corporation")

I hereby certify that I am the duly appointed and acting Secretary of the Corporation, and that the foregoing is a true and correct copy of the Bylaws of the Corporation adopted on the ____ day of ______________, 2001.

DATED: ______________, 2001

Secretary

Our File No. 26749-0001 / D/ljm/484962.1

CLARK, WILSON
BC's Law Firm for Business

July 16, 2003

Broad Scope Enterprises, Inc.
305 - 2185 West 8th Avenue
Vancouver, BC V6K 2A5

Dear Sirs:

Re: Common Stock of Broad Scope Enterprises Inc. Registered on Form SB-2

We have acted as counsel to Broad Scope Enterprises, Inc., a Nevada corporation (the "Company"), in connection with the filing of a registration statement on Form SB-2 (the "Registration Statement") in connection with the registration under the Securities Act of 1933 , as amended, of up to 7,750,000 shares of the Company's common stock (the "Registered Shares") for resale by certain selling stockholders named in the Registration Statement filed on July 15, 2003, which shares of common stock were issued in private placements as described in the Registration Statement.

We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies or as facsimiles of copies or originals, which assumptions we have not independently verified.

Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares were duly and validly authorized and issued, fully paid and non-assessable.

We have attorneys admitted to practice in California, Florida, New York, Washington, Virginia and the District of Columbia, but not admitted to practice in the State of Nevada. However, we are generally familiar with the General Corporation Law of the State of Nevada (the "NGCL") as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the NGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.

Yours truly,

CLARK, WILSON

/s/ signed

VZH/ljm

Exhibit 10.1

DOMAIN NAME ASSIGNMENT AGREEMENT

WHEREAS Hon Kit Ng., a Canadian resident having a principal place of residence at 307 - 2185 W. 8th Avenue, Vancouver, BC, Canada V6K 285 ("Transferor"), has adopted, used and registered with InterNIC the domain name www.bcescorts.com (the "Domain Name");

and

WHEREAS Broad Scope Entertainment, Inc., a Nevada corporation having a principal place of business at 6075 South Eastern Ave., Suite 1, Las Vegas, Nevada ("Transferee"), is desirous of acquiring the Domain Name and the registration therefor;

NOW THEREFORE , FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, Transferor hereby transfers and assigns to Transferee all of Transferor's right, title and interest in and to the Domain Name and the registration therefor.

FURTHERMORE , THE Parties agree as follows:

1. Transferor agrees to transfer the Domain Name to the Transferee for consideration of US$3,000 (three thousand).

2. Transferor agrees to cooperate with Transferee and to follow Transferee's instructions in order to effectuate the transfer of the Domain Name registration in a timely manner. Specifically, Transferor agrees to prepare and transmit the necessary InterNIC Registrant Name Change Agreement and/or to correspond with InterNIC to authorize transfer of the Domain Name.

3. Transferor warrants and represents that:

(a) Transferor has unencumbered rights in the Domain Name;

(b) Transferor properly registered the Domain Name with InterNIC without committing fraud or misrepresentation;

(d) Transferor has not received any claim from a third party that the use of Domain Name violates the rights of such third party;

(e) Transferor has not used the Domain Name for any illegal purpose; and

(f) to the best of Transferor's knowledge, the use of the Domain Name does not infringe the rights of any third party in any jurisdiction.

4. This agreement is governed by the internal substantive laws of the Province of British Columbia. If any provision of this agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this agreement, which shall remain in full force and effect. No waiver of any term of this agreement shall be deemed a further or continuing waiver of such term or any other term. This agreement constitutes the entire agreement between the Transferor and Transferee with respect to this transaction. Any changes to this agreement must be made in writing, signed by an authorized representative of both parties.

5. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

IN WITNESS WHEREOF , the Parties have caused this document to be executed by their authorized officers on the date(s) indicated below.

Transferor

By /s/ Hon Kit Ng

Name Hon Kit Ng
Date May 2, 2003

Transferee

By /s/ Hon Kit Ng

Company Broad Scope Entertainment
Name Hon Kit Ng
Title President
Date May 2, 2003

Exhibit 10.2

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of this 20th day of April, 2003 between BROAD SCOPE ENTERPRISES INC. (the "Company"), a Nevada corporation, and the undersigned (the "Subscriber").

WHEREAS:

A. The Subscriber desires to acquire the number of common shares of the Offering, as set forth below, on the terms and subject to the conditions of this Subscription Agreement.

NOW THEREFORE THIS SUBSCRIPTION AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Subscription

1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase 50,000 common shares in the capital of the Company (the "Shares") at a price of US$0.002 per Share (such subscription and agreement to purchase being the "Subscription"), for the total purchase price of US$100 (the "Subscription Proceeds"), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

1.2 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is resident.

2. Payment

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by cash or cheque or bank draft drawn on a major Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them. If the Subscription proceeds are delivered to the Company's lawyers, the Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds to the Company on the Closing Date.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by any regulatory authorities, stock exchanges, or applicable laws.

4. Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before ______________, or on such other date as may be determined by the Company (the "Closing Date").

5. Acknowledgements of Subscriber

5.1 The Subscriber acknowledges and agrees that:

(a) none of the Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable state securities and provincial laws;

(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or qualify any of the Shares under any state or provincial securities laws;

(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;

(e) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;

(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);

(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;

(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;

(j) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;

(k) the Company is a "private issuer" as that term is defined in Multilateral Instrument ("MI 45-103"), as adopted by the British Columbia Securities Commission, and as such:

(i) the securities of the Company cannot be transferred without the previous consent of the Company's board of directors, expressed by resolution of the board, at their sole discretion; and

(ii) there are restrictions on the number of shareholders of the Company;

(l) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;

(m) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;

(n) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;

(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

(p) no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;

(q) there is no government or other insurance covering any of the Shares;

(r) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;

(s) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and

(t) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

6. Representations, Warranties and Covenants of the Subscriber

6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(a) the Subscriber is not a U.S. Person;

(b) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(c) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;

(d) the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;

(e) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;

(f) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

(g) the Subscriber understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;

(h) the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom;

(i) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act;

(j) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;

(k) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

(l) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;

(m) the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of the Subscriber's legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Shares and the Company;

(n) the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;

(o) it (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

(p) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company does not have any commercial operations or other business assets and may require substantial funds in addition to the proceeds of this Offering;

(q) the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;

(r) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

(s) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(t) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

(u) if it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;

(v) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(w) no person has made to the Subscriber any written or oral representations:

(i) that any person will resell or repurchase any of the Shares;

(ii) that any person will refund the purchase price of any of the Shares;

(iii) as to the future price or value of any of the Shares; or

(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

6.2 If the Subscriber is a resident of British Columbia, the Subscriber represents to the Company that the Subscriber (tick one or more of the following boxes) is:

(a)

a director, officer, employee or control person of the Company

[ X ]

(b)

a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company

[ ]

(c)

a close personal friend of a director, senior officer or control person of the Company

[ ]

(d)

a close business associate of a director, senior officer or control person of the Company

[ ]

(e)

a current holder of common shares or other designated securities of the Company

[ ]

(f)

an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CDN$1,000,000

[ ]

(g)

an individual whose net income before taxes exceeded CDN$200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year

[ ]

(h)

a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements

[ ]

(i)

a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies described in (a) to (c)

[ ]

6.3 If the Subscriber has ticked one or more of boxes (b), (c) or (d) in paragraph 6.2 above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is:

(Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).

6.4 In this Subscription Agreement, the term "U.S. Person" shall mean:

(a) any natural person resident in the United States;

(b) any partnership or corporation organized or incorporated under the laws of the United States;

(d) any trust of which any trustee is a U.S. person;

(e) any agency or branch of a foreign entity located in the United States;

(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(h) any partnership or corporation if:

(i) organized or incorporated under the laws of any foreign jurisdiction; and

(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors, as that term is defined in Regulation D of the 1933 Act, who are not natural persons, estates or trusts.

7. Representations by the Company

7.1 The Company represents and warrants to the Subscriber that:

(a) the Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct; and

(b) upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.

8. Representations and Warranties will be Relied Upon by the Company

8.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

9. Resale Restrictions

9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

10. Acknowledgement and Waiver

10.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

11. Legending and Registration of Subject Shares

11.1 The Subscriber hereby acknowledges that a legend may be placed on the certificates representing any of the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

11.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

12. Costs

12.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

13. Governing Law

13.1 This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the State of Nevada.

14. Survival

14.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.

15. Assignment

15.1 This Subscription Agreement is not transferable or assignable.

16. Execution

16.1 The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

17. Severability

17.1 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

18. Entire Agreement

18.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

19. Notices

19.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 10 and notices to the Company shall be directed to it at 6075 South Eastern Ave., Suite 1, City of Las Vegas, Nevada 89119-3146, Attention: The President.

20. Counterparts

20.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

1. Delivery - please deliver the certificates to:

306 - 2185 W. 8th Avenue

Vancouver, BC V6K 2A5

2. Registration - registration of the certificates which are to be delivered at closing should be made as follows:

Hon Kit Ng

(name)

306 - 2185 W. 8th Ave., Vancouver, BC Canada V6K 2A5

(address)

3. The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.

Hon Kit Ng

(Name of Subscriber - Please type or print)

/s/ Hon Kit Ng

(Signature and, if applicable, Office)

306 - 2185 W. 8th Avenue

(Address of Subscriber)

Vancouver, BC V6K 2A5

(City, State or Province, Postal Code of Subscriber)

Canada

(Country of Subscriber)

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by BROAD SCOPE ENTERPRISES INC.

DATED at Vancouver, BC the 18th day of April, 2003.

BROAD SCOPE ENTERPRISES INC.

Per: /s/ Hon Kit Ng
Authorized Signatory

Exhibit 10.3

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of this 1st day of May, 2003 between BROAD SCOPE ENTERPRISES INC. (the "Company"), a Nevada corporation, and the undersigned (the "Subscriber").

WHEREAS:

A. The Subscriber desires to acquire the number of common shares of the Offering, as set forth below, on the terms and subject to the conditions of this Subscription Agreement.

NOW THEREFORE THIS SUBSCRIPTION AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Subscription

1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase 2,450,000 common shares in the capital of the Company (the "Shares") at a price of US$0.002 per Share (such subscription and agreement to purchase being the "Subscription"), for the total purchase price of US$4,900 (the "Subscription Proceeds"), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

2. Payment

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

4. Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before May 30, 2003, or on such other date as may be determined by the Company (the "Closing Date").