UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

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

           Date of Report (Date of earliest reported) February 2, 2004

                              SCARAB SYSTEMS, INC.
             (Exact name of registrant as specified in its chapter)

        Colorado                     0-19949                  84-0503749
(State or other jurisdiction      (Commission                (IRS Employer
     of incorporation)            File Number)             Identification No.)

    100-1255 West Pender Street, Vancouver, British Columbia, V6E 2V1, Canada
               (Address of principal executive offices) (Zip Code)

                                 (604) 688-1075
               Registrant's telephone number, including area code

       406-280 Nelson Street, Vancouver, British Columbia V6C 1N5, Canada
          (Former name or former address, if changed since last report)


ITEM 5:  OTHER EVENTS

Scarab  Systems,  Inc.  (the "Company") is undertaking a  private  placement  of
1,200,000  common  shares  at $0.10 per share for gross  proceeds  of  $120,000.
These shares are being offered to investors who are not U.S. persons pursuant to
an  exemption from registration under the United States Securities Act of  1933,
as amended (the "Act"), pursuant to Regulation S promulgated thereunder.

All  proceeds  from the anticipated private placement will be used  for  working
capital  and general corporate purposes. In addition, a related party promissory
note  along  with accrued interest totaling $51,000 was converted  into  510,000
common shares with an effective exercise price of $0.10 per share.

The  shares  of common stock to be issued in connection with the debt conversion
and  proposed  financing will not be registered under the Act, and  may  not  be
offered or sold in the United States unless such securities are registered under
the  Securities  Act or offered in compliance with an applicable exemption  from
such registration requirements.

Forward Looking Statements: This Form 8-K contains "forward-looking statements",
as  that term is defined in Section 27A of the United States Securities  Act  of
1933  and  Section 21E of the Securities Exchange Act of 1934, as amended.  Such
forward-looking  statements involve known and unknown risks,  uncertainties  and
other  factors  that  may  cause the Company's actual  results,  performance  or
achievements, to differ materially from the anticipated results, performance  or
achievements  expressed or implied by such forward-looking  statements.  Factors
that  could  cause actual results to differ materially from anticipated  results
include,  among other things, the closing of the private placement financing  on
the terms described above or at all and the risks and uncertainties described in
the  Company's  Form 10-K filed with the United States Securities  and  Exchange
Commission  on August 1, 2003. The Company disclaims any intention or obligation
to  update or revise any forward-looking statements, whether as a result of  new
information, future events or otherwise.

SIGNATURE

Pursuant  to  the  requirements of the Securities  Exchange  Act  of  1934,  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned hereunto duly authorized.

                              SCARAB SYSTEMS, INC.

Date: February 2, 2004        By:  /s/  Thomas E. Mills
                              Thomas E. Mills,
                              President & Chief Executive Officer