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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the Year Ended November 30, 2003             Commission File No. 333-64244

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

                             The Macreport.net, Inc.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                                         11-3584538
 ----------------------                      ----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

               200 Broadhollow Road, Suite 207, Melville, New York     11747
                     --------------------------------------          --------
                    (Address of principal executive offices)        (Zip Code)
                                 (631) 393-5075
                          Registrant's Telephone Number
           Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, $0.0001 par value per share
                                 --------------
                                (Title of Class)

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

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

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of February 13, 2004 was $668,081 using the closing bid price
of $0.51 on February 13, 2004.

     The number of shares of Common Stock outstanding as of February 13, 2004
was 16,272,942.


                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

   A list of Exhibits to this Annual Report on Form 10-KSB begins on page 26.

<PAGE>


                             THE MACREPORT.NET, INC.
                             2003 FORM 10-KSB REPORT

                                TABLE OF CONTENTS

PART I                                                                      Page
------                                                                      ----

Item 1             Description of the Business ...........................     2

Item 2.            Description of Property ...............................     9

Item 3.            Legal Proceedings .....................................     9

Item 4.            Submission of Matters to a Vote of Security Holders....    10

PART II
-------

Item 5.            Market for Registrant's Common Equity and Related
                   Stockholder Matters....................................    10

Item 6.            Management's Discussion and Analysis of Financial
                   Condition and Results of Operations....................    13

Item 7.            Financial Statements...................................    18

Item 8             Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure...................     18

Item 8a            Controls and Procedures...............................     18




PART III
--------

Item 9.            Directors, Executive Officers, Promoters and Control
                   Persons of the Registrant; Compliance with Sect 16(a)
                   of the Exchange Act ...................................    19

Item 10.           Executive Compensation.................................    20

Item 11.           Security Ownership of Certain Beneficial Owners And
                   Management and Related Stockholder Matters.............    24

Item 12.           Certain Relationships and Related Transactions ........    25

Item 13.           Exhibits and Reports On Form 8-K.......................    26

Item 14.           Principal Accountant Fees and Services.................    28

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

<PAGE>


Forward-Looking Statements

Certain statements under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Annual
Report constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the Company's limited operating history since
December 13, 2000, its ability to attract customers, general economic and
business conditions with respect to the Internet and online commerce, its
ability to generate revenues, changes in government regulations, competition and
the ability of the Company to implement its business strategy and other risks
discussed in this Form 10-KSB.


Forward-looking statements speak only as of the date of this Form 10-KSB.
Moreover, whether or not stated in connection with a forward-looking statement,
the Company undertakes no obligation to correct or update a forward-looking
statement should the Company later become aware that it is not likely to be
achieved. If the Company were to update or correct a forward-looking statement,
investors and others should not conclude that the Company will make additional
updates or corrections thereafter.


PART I
------


ITEM 1.   DESCRIPTION OF THE BUSINESS

Overview


The MacReport.Net, Inc. was incorporated as a Delaware corporation in December
2000. We commenced operations at such time. We believe that we create high-value
information and applications to benefit private and public companies.

Prior to the fourth quarter of fiscal 2003, our activities have been primarily
devoted to business development, proof of concept activities, recruiting
personnel and other start-up activities, however, recently, our revenues have
grown substantially through sales of our services and products and the Company's
focus has shifted to growing its customer base.

General

We are an information and media company that provides a Web-based forum for
public and private issuers to communicate corporate audio and video news content
to the business, financial and investing community through our Web site, located
at www.macreport.net. We have built a user friendly, highly effective Web site
that aggregates and disseminates information from multiple sources.

Through content partnerships, we also provide Web-based financial information to
professionals who need quick access to reliable corporate, industry and market
intelligence. By visiting our website, users are able to access comprehensive
and up-to-the minute business and financial information on public and private
companies from several information providers drawing upon multiple sources of
content. Our services enable timely, online access to a wide array of
proprietary and partner content. These sources include both textual information,
such as news, trade press, SEC filings, executive biographies and analyst
reports, and numeric information, such as company financial results, stock
quotes and industry statistics.

We expect that visitors to our Web site use our information for their
professional endeavors, including financial and competitive research, as well as
for their personal activities. We believe that we provide advertisers with a
large, demographically desirable business audience.

We market and sell package services to public and private companies. The
packages range from merely exposure on our web site to a comprehensive service
package, including unlimited press release services as well as client exposure
in "Institutional Investor" magazine. The Company purchases advertising pages
from "Institutional Investor" magazine and, within these pages, highlights its
clients and information regarding such client' business. The press release
services can range from a set amount of client press releases per month to
unlimited.

                                       2

<PAGE>


Industry Background


Providing information, tools and the opportunity to purchase products and
services to financial professionals and business decision makers over the
Internet represents a large and growing market opportunity. Increased Internet
usage and the desire for information by financial professionals and the
companies for which they work are driving growth in the market.

Recent industry growth has been driven by corporations and other enterprises
recognizing that productivity and competitiveness depend on extensive knowledge
of external information, including information about industries, customers,
competitors, prospects, business trends, breaking news and market data. These
organizations have already invested heavily in Internet connectivity and
networked computing infrastructures to manage internal information. These
organizations seek to leverage these infrastructures to access and manage
external information. While the financial markets have been negatively affected
over the past few years, we believe that these growth trends will not reverse.

The task of finding and using external information is often difficult and
cumbersome. Traditional, textual sources such as newspapers and directories can
require hours to search. A centralized library can be costly to establish and
maintain and can be an inefficient and incomplete information source. While the
emergence of the Web has greatly increased access to information, finding
comprehensive, precise, up-to-date, relevant and reliable information on the Web
can still be time-consuming and difficult. While other on-line services can be
useful research tools in certain circumstances, most of these services currently
focus on specific areas of content, such as financial data or news. They do not
provide the full range of data required by professionals. In addition, most
on-line services charge a fee for each search performed.

We believe that traditional sources, the Web and existing on-line services do
not adequately meet the information needs of many professionals who want to
compete effectively in today's fast-paced, global, customer-focused marketplace.
These professionals and their organizations demand external information that is:

easily accessible in a user-friendly format

comprehensive and includes both textual and numeric information

derived from multiple, high quality sources

integrated at a single site

delivered on a platform that allows interpretation, manipulation and analysis

delivered in a product easily implemented and supported on a corporate network

Additionally, we believe that many companies are looking for alternative service
providers for such tasks as disseminating press releases. With our products, we
offer a range of press release packages from a set amount of client press
releases per month to unlimited for a monthly set fee. We believe that many
companies may benefit from this service as it is a set fee per month and not a
variable cost.

Moreover, we believe that one component of our service product, client exposure
in "Institutional Investor" magazine, is very beneficial to our clients. Through
a company listing on our page within "Institutional Investor" magazine, a client
gains valuable exposure to the investing and financial community which otherwise
would prove too costly.

                                       3

<PAGE>


We are very excited about the productization of our services. We believe that a
market exists for these services and the bundling of such services as we keep
the costs lower that our competitors.


Strategy

Our core strategy is to be a leading Web portal for financial professionals and
business decision makers and worldwide provider of multimedia production and
distribution services to corporations and other organizations. The key
components of our growth strategy include:

Grow Our Customer Base. During the initial stages of our operation, we have
focused on selling our streaming audio interviews, joint marketing ventures, and
public relations and consulting services to public companies with securities
trading on the Nasdaq SmallCap Market and the electronic over-the-counter
bulletin board. We believe there is an opportunity for the packaging of our
services into products which range from merely exposure on our web site to a
comprehensive service package, including unlimited press release services as
well as client exposure in "Institutional Investor" magazine. Furthermore, we
believe that we can introduce other services into our products and offer client
companies a full service line of services from press releases, edgar
conversions, printing to financial and investor exposure.

Generally, our clients are charged a monthly fee for the service package that
they request. These services may include:

posting of content relating to the client that is in addition to the posting of
content that we typically offer without charge, which may include: statistics,
financial information, reports, editorials, stories and/or articles relating to
the client and prepared by the client or by third parties;

links to the client's Web site and to a page or pages of our Web site dedicated
to providing information about the client;

preparing and making available to our issuer clients one video interview per
year with representatives of the client and, at the option of our management,
additional videos providing current newsworthy information about the client;

dissemination of press releases; and

coverage in our advertising pages within "Institutional Investor" magazine.


We also produce streaming audio and video profile presentations and textual
profiles of corporations for free. These profiles and presentations are
accessible through our Web site. We believe that by continually adding new
companies and additional sources of information, we will be positioned to become
the premier destination for CEO interviews.


Grow Our Audience. We believe that increasing our brand awareness and our
exposure within the business community will contribute to our future success. To
date, we have successfully built a brand name but plan on continuing to grow our
audience by focusing on online and direct response advertising as well as public
relations to raise awareness of our company and our services. Furthermore, we
plan to partner with high-volume business and consumer Web sites.


Increase Usage By Our Audience. To increase usage, we plan to expand our content
offering in the area of additional companies, industries, people and products
during the upcoming fiscal year. Moreover, we have developed and are developing
offline partnerships that will help to drive brand exposure and traffic to our
site.

                                       4

<PAGE>


Maximize Revenues From Users of our Website. We plan to add e-commerce
opportunities to our Web site in an effort to generate revenues from users of
our Web site. More e-commerce partners will provide more buying opportunities on
the site and we plan to integrate these in the search results and within other
tools and content on the site. We also plan to increase the advertising revenue
per user through customer-targeting capabilities on the site.

Pursue Acquisitions and Strategic Alliances. To further meet the needs of
financial professionals and business decision makers worldwide, we intend to
pursue acquisitions of, and strategic relationships with, companies with
complementary services and technologies and to expand our information and
services to cover more business organizations in international markets.

Increase our Sales Staff. As more companies look for online services to enhance
productivity, we plan to increase our sales staff to gain a greater share of
this growing market.

Technology Advancement. We plan to continuously advance and develop new
technologies that will enhance the user experience. We intend to expand our
technology services through ongoing investment, integration of new technologies,
and through targeted acquisitions.

Sales and Marketing

Subscribers

Subscribers for our service packages will primarily be corporations that are
publicly traded that require services such as press release and are concerned
about exposure to the financial and investor community. We plan to attract
additional subscribers through direct marketing efforts, media advertising and
referrals.

Advertising and e-Commerce

We plan to offer a variety of advertising options that may be purchased
individually or in packages. This may include banners and button advertisements
on our site, which can be rotated on a run-of-site basis or targeted to a
particular audience. Run-of-site advertisements appeal to advertisers seeking
general brand recognition across our online audience. Banners and buttons are
generally sold under short-term insertion orders based on a price per thousand
impressions served.

We plan to generate e-commerce revenues from advertisers or sponsors that pay
either a fee per transaction or a percentage of sales directly generated by
their placement on our Web site. These fees can originate from buttons, banners
or in-context text links within our site.

Licensing and Syndication

We plan to license and syndicate portions of our proprietary information and
certain tools to third parties for redistribution. We believe potential
customers will range from traditional online service providers to other Web
sites. We plan to provide our customers with either a customized data feed of
our proprietary company information, or a co-branded set of Web pages designed
for the customer. License and syndication fees will be based upon variables,
such as the amount of information and number of tools, the number of seats, the
number of capsules viewed or the number of terminals.

Marketing Relationships

We plan to develop relationships with frequently visited and well-known Web
sites in order to expand our audience. We plan to build customized versions of
our company profiles to be co-branded and integrated into partners' Web sites. A
customized, co-branded company profile may feature links to portions of the
other Web site as well as links back to our Web site for additional information.

                                       5

<PAGE>


By incorporating links back to our Web site, we can introduce our information to
a broader audience while displaying our free advertising-supported company
information within the context of the other Web site.

Our marketing relationships will be important for increasing our brand awareness
and attracting new visitors to our Web site. We will pursue relationships that
increase the value of our brand name and introduce new audiences to our
information.

Competition

Many Web sites compete for the attention and spending of financial
professionals, and advertisers, particularly in the business information area.
We expect this competition to continue to increase. We compete for subscribers,
visitors, advertisers and content providers with many types of companies, such
as:

     large, well-established business and financial information providers such
as Dow Jones, Dialog, Lexis-Nexis, Pearson, Reuters, Thomson, Primark and
McGraw-Hill;

     providers of company information, such as Dun & Bradstreet, MarketGuide, a
division of Multex, and Standard & Poor's;

     on-line information services or Web sites targeted to specific markets or
applications, such as NewsEdge, Factset and Bloomberg;

     Web retrieval, Web "portal" companies and other free or low-cost mass
market on-line services such as Excite, Infoseek, Lycos, Yahoo! and
AOL/Netscape;

     Web sites focused on subscription business models, such as The Wall Street
Journal Interactive Edition;

     free or low-cost specialized business and financial information Web sites
such as Hoovers.com, Marketwatch.com, Multex.com, CEOcast.com and TheStreet.com;
and

     other Web sites with a business orientation or a business channel, such as
Office.com and Business.com.


Our ability to compete depends on many factors, including:

     the originality, timeliness, comprehensiveness and trustworthiness of our
content and that of our competitors;

     the cost of our services compared to our competitors;

     the ease of use of services developed either by us or our competitors;

     the usefulness of our tools;

     the attractiveness of the demographic characteristics of our audience; and

     the effectiveness of our sales and marketing efforts.

Subsequent Events

In February 2004, the Company converted the convertible promissory notes dated
January -April 2003 (aggregate principal amount of $35,000) into 10,867 shares
of common stock of the Company pursuant to a conversion agreement wherein the
holders of such notes have agreed to: (i) convert the notes into shares of
common stock of the Company at a conversion price which is $0.05 less than the
conversion price set forth in the respective notes ($3.50); and (ii) not sell or
transfer the shares received in conversion of the notes for a period of one (1)
year from the date of such conversion. The Company and 5 remaining holders of

                                       6

<PAGE>


these convertible notes have been engaged in discussions with respect to such
convertible note to either: (i) convert the note into shares of common stock of
the Company; (ii) pay the interest and principal balance of the note; or (iii)
extend the maturity date to August 1, 2004.

In January 2004, the Company and Bondy & Schloss LLP, a law firm which formerly
provided services to the Company, reached a tentative agreement in principal to
settle a complaint against the Company as well as against Michael Adams
Consulting, Inc. and V. William Lucchetti, Jr. in the Supreme Court of the State
of New York, County of New York, alleging monies owed to the plaintiff for
certain legal services. The plaintiff sought monetary damages totaling $73,339
plus costs and attorney's fees. The Company expects to finalize this agreement
within thirty days.

Registration Under the Investment Advisors Act

To engage in certain components of our planned operations, we are required to
register with the Securities and Exchange Commission as an investment advisor
under the Investment Advisors Act of 1940, as amended. As an investment adviser,
we will be subject to restrictions against engaging in fraudulent, deceptive or
manipulative acts or practices. We will be subject to remedial sanctions,
including censure, limitations on our operations, suspension for a period not
exceeding 12 months, and revocation for, among other things, willfully violating
or aiding or abetting a violation of the Securities Act, the Exchange Act, the
Investment Company Act, the Investment Advisers Act or any rule or regulation
adopted pursuant to any of such acts.

We have filed with NASD Regulation entitlement forms for access to the
Investment Advisor Registration Depository (IARD) and have established an IARD
User Account. We have delayed the filing of Form ADV as our business model has
been modified and the components of our plans that require registration have not
been implemented and are not an integral part of our operations. However, until
such time as we file Form ADV, we will not be able to commence certain of our
planned operations. The requirement to register as an investment advisor with
the Securities and Exchange Commission will cause us to incur additional costs
and expenses, will result in delays in certain operations and the execution of
certain plans.

Government Regulation

We are subject, both directly and indirectly, to various laws and governmental
regulations relating to our business. There are currently few laws or
regulations directly applicable to commercial online services or the Internet.
However, due to increasing popularity and use of commercial online services and
the Internet, it is possible that a number of laws and regulations may be
adopted with respect to commercial online services and the Internet. These laws
and regulations may cover issues including, for example, user privacy, pricing
and characteristics, and quality of products and services. Moreover, the
applicability to commercial online services and the Internet of existing laws
governing issues including, for example, property ownership, libel and personal
privacy, is uncertain and could expose us to substantial liability. Any new
legislation or regulation or the application of existing laws and regulations to
the Internet could have a material and adverse effect on our business, results
or operations and financial condition. In certain states, legislation has been
introduced to tax the sales of goods over the Internet the same as sales of
personal property through traditional channels.

As our services are available over the Internet anywhere in the world, multiple
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each of those jurisdictions. Our failure to qualify as a

                                       7

<PAGE>


foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties for the failure to qualify. It is possible
that state and foreign governments might also attempt to regulate our
transmissions of content on our Web site or on the Web sites of others or
prosecute us for violations of their laws. We cannot assure you that violations
of local laws will not be alleged or charged by state or foreign governments,
that we might not unintentionally violate these laws or that these laws will not
be modified, or new laws enacted, in the future.

We are aware of the sensitive regulatory climate in which we plan to operate. In
March 2000, the Securities and Exchange Commission announced that it had a
special operation to target fraudulent and manipulative practices relating to
the promotion of securities on the Internet. We are also aware that Regulation
F-D, adopted by the Securities and Exchange Commission during 2000, somewhat
restricts the ability to obtain information from issuers.

Part of our business will include posting profiles of private and public
issuers. We may be subject to liability under the Securities Act of 1933 and/or
the Securities Exchange Act of 1934, each as amended, in the event that these
issuers commence a public or private offering of their securities. In
particular, with respect to private issuers relying on certain exemptions from
the registration requirements of the Securities Act, the information we post on
our Web site about issuers that engage in a private offering may be deemed to be
a public offer of securities. Similarly, with respect to issuers that intend to
commence a public offering of their securities, information that we post on our
Web site about these issuers may be deemed to be a prospectus. To avoid making
public offerings of securities that are intended to be privately placed and to
avoid information about public issuers posted on our Web site being deemed a
"prospectus" with respect to issuers that are engaging in a public offering,
before engaging our services, issuers will be required to represent to us in
their engagement agreement with us that, prior to engaging in any public or
private offering, they will advise us of such intention. Further, such issuer
will acknowledge in the engagement agreement that any information regarding an
issuer will be removed from the Company's Web site prior to such issuer
commencing any offering.

Management expects to observe regulatory/compliance standards, however, we
cannot assure you that we will avoid regulatory inquiries, the costs of
responding to regulatory inquiries, or the imposition of sanctions, fines or
other penalties which it may incur.

Intellectual Property

Our proprietary database of company information is copyrighted. To protect our
rights to intellectual property, we rely on a combination of copyright law,
trademark, trade secret protection, confidentiality agreements and other
contractual arrangements with our customers and strategic partners. The
protective steps we have taken may be inadequate to deter misappropriation of
our proprietary information. We may be unable to detect the unauthorized use of,
or take appropriate steps to enforce, our intellectual property rights. We have
registered a number of our trademarks in the United States, and we have pending
U.S. applications for other trademarks. Effective trademark, copyright and trade
secret protection may not be available in every country in which we offer or
intend to offer our services. In addition, although we believe that our
proprietary rights do not infringe on the intellectual property rights of
others, other parties may assert infringement claims against us or claim that we
have violated a patent or infringed a copyright, trademark or other proprietary
right belonging to them. These claims, even if not meritorious, could result in
the expenditure of significant financial and managerial resources on our part,
which could materially and adversely affect our business, results of operations
and financial condition. We incorporate licensed third-party technology in some
of our services. In these license agreements, the licensors have generally
agreed to defend, indemnify and hold us harmless with respect to any claim by a
third party that the licensed software infringes any patent or other proprietary

                                       8

<PAGE>


right. We cannot assure you that these provisions will be adequate to protect us
from infringement claims. The loss or inability to obtain or maintain any of
these technology licenses could result in delays in the introduction of new
services.

Employees

As of the date of this Form 10KSB, we have 8 employees. All employees are
retained pursuant to agreements that can be terminated by us at-will. As we
continue to grow and execute our strategic plan, we expect to hire additional
personnel, particularly in the areas of sales and marketing, product development
and technology. None of our staff is represented by a labor union. We believe
that our relationship with our employees is good. Competition for qualified
personnel in our industry is intense.


ITEM 2.   DESCRIPTION OF PROPERTY

Our corporate headquarters are located in an approximately 800 square foot
rented facility in Melville, New York, under a three month lease expiring March
2004, with minimum monthly rent of approximately $6,000, plus office service
expenses. We also lease an approximately 2,200 square foot office and executive
residential facility in New York, New York under a month to month lease with
minimum monthly rent of $5,800. We believe our present office space is suitable
for our current operations. Total rental expense approximated $230,000 and
$140,000 for the years ended November 30, 2003 and 2002, respectively.


Item 3.   Legal Proceedings

The Company is involved in various legal proceedings and claims incident to the
normal conduct of its business. The Company believes that such legal proceedings
and claims, individually and in the aggregate, are not likely to have a material
adverse effect on its financial position or results of operations.

In November 2003, Encore Entertainment, a holder of a convertible note of the
Company, filed a complaint against the Company in the Superior Court of the
State of Arizona, County of Maricopa, alleging breach of contract (the
convertible note agreement). The plaintiff is seeking monetary damages totaling
$50,000 plus interest, costs and attorney's fees. The Company has filed its
answer to plaintiff's complaint in January 2004. The Company, which intends to
defend the action vigorously, does not believe that the suit will have a
material adverse effect on its financial position or results of operations,
however, there can be no assurance of the outcome.

In November 2003, Joel Soren, former executive officer of the Company, filed a
complaint against the Company as well as against Michael Adams Consulting, Inc.
and V. William Lucchetti, Jr. in the Supreme Court of the State of New York,
County of Richmond, alleging monies owed to the plaintiff for services. The
plaintiff is seeking monetary damages totaling approximately $56,000 plus
interest, costs and attorney's fees. The Company, which intends to defend the
action vigorously, does not believe that the suit will have a material adverse
effect on its financial position or results of operations, however, there can be
no assurance of the outcome.

In January 2002, Bondy & Schloss LLP, a law firm which formerly provided
services to the Company, filed a complaint against the Company as well as
against Michael Adams Consulting, Inc. and V. William Lucchetti, Jr. in the
Supreme Court of the State of New York, County of New York, alleging monies owed
to the plaintiff for certain legal services. The plaintiff sought monetary

                                       9

<PAGE>


damages totaling $73,339 plus costs and attorney's fees. The Company and Bondy &
Schloss reached a tentative agreement in principal to settle this matter. The
Company expects to finalize this agreement within thirty days.


Item 4.   Submission Of Matters To A Vote Of Security Holders

During the fourth quarter of the year ended November 30, 2003, no matters were
submitted by the Company to a vote of its stockholders.


                                     PART II
                                     -------

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock currently trades under the symbol "MRPT."

As of November 30, 2003, there were 16,272,942 shares of common stock issued and
outstanding and no shares of preferred stock issued or outstanding.

Since July 2, 2002, the Company's Common Stock has traded on the
over-the-counter electronic bulletin board. The price ranges presented below
represent the highest and lowest quoted bid prices during each quarter for 2003
and the third and fourth quarter of 2002 reported by Nasdaq. The quotes
represent prices between dealers and do not reflect mark-ups, markdowns or
commissions and therefore may not necessarily represent actual transactions.


Common Stock

Year          Period                             Bid Information
----          ------                             ---------------
                                        High                          Low
                                        ----                          ---
2003          1st Quarter              $7.50                         $2.86
              2nd Quarter              $5.00                         $2.50
              3rd Quarter              $8.00                         $2.50
              4th Quarter              $7.00                         $0.53
2002          3rd Quarter              $5.50                         $1.50
              4th Quarter              $7.92                         $2.75



As reported by the Nasdaq OTC Bulletin Board, on February 13, 2004 the closing
bid price of the Common Stock was $0.51 per share.

Holders
As of March 1, 2004, there were approximately 336 holders of record of the
Company's common stock as determined from the Company's transfer agent's list.
Such list does not include beneficial owners of securities whose shares are held
in the names of various dealers and clearing agencies.

Dividends
The Company has never declared nor paid any cash dividends on its common stock
and does not anticipate paying dividends in respect of its common stock in the
foreseeable future. Any payment of cash dividends in the future will be at the

                                       10

<PAGE>


discretion of the Company's Board of Directors and will depend upon, among other
things, its earnings (if any), financial condition, cash flows, capital
requirements and other relevant considerations, including applicable contractual
restrictions and governmental regulations with respect to the payment of
dividends.

Conversion of Convertible Promissory Notes
In February 2004, the Company converted the convertible promissory notes dated
January -April 2003 (aggregate principal amount of $35,000) into 10,867 shares
of common stock of the Company pursuant to a conversion agreement wherein the
holders of such notes have agreed to: (i) convert the notes into shares of
common stock of the Company at a conversion price which is $0.05 less than the
conversion price set forth in the respective notes ($3.50); and (ii) not sell or
transfer the shares received in conversion of the notes for a period of one (1)
year from the date of such conversion. The Company and 5 remaining holders of
these convertible notes have been engaged in discussions with respect to such
convertible note to either: (i) convert the note into shares of common stock of
the Company; (ii) pay the interest and principal balance of the note; or (iii)
extend the maturity date to August 1, 2004.

During August through October 2003, we issued convertible promissory notes to 6
individuals with an aggregate principal amount of $155,000. The convertible
notes bear interest at a rate of 8% per annum with a maturity date of March 1,
2004. The conversion ratio is the greater of: (y) the amount that is equal to
the product of the closing bid price per share for the common stock, as reported
on the over-the-counter electronic bulletin board, or such other public market
that the Company's common stock is then traded and seventy-five percent (75%);
and (z) 2.0. The Notes were converted one day subsequent to their issuance into
77,500 shares of common stock of the Company.

In August 2003, the Company converted 16 convertible notes that have maturity
dates of May 1, 2003, June 1, 2003 and July 1, 2003 (aggregate principal amount
of $324,500) pursuant to a conversion agreement wherein the holders of such
notes have agreed to: (i) convert the notes into shares of common stock of the
Company (200,824 shares of common stock issued pursuant to the conversion in the
aggregate) at a conversion price which is $0.05 less than the conversion price
set forth in the respective notes ($1.50-$2.00); and (ii) not sell or transfer
the shares received in conversion of the notes for a period of one (1) year from
the date of such conversion.

In July, 2003, the Company converted 61 convertible notes made by Michael Adams
Securities, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (maturity dates of October 1, 2003, November 1, 2003 and December 1,
2003 (aggregate principal amount of $141,475)) pursuant to a conversion
agreement wherein the holders of such notes have agreed to: (i) convert the
notes into shares of common stock of the Company (52,722 shares of common stock
issued pursuant to the conversion in the aggregate) at a conversion price which
is $0.05 less than the conversion price of ($1.50); and (ii) not sell or
transfer the shares received in conversion of the notes for a period of one (1)
year from the date of such conversion.

In November 2003, the Company converted 10 convertible notes (maturity dates of
October 1, 2003, November 1, 2003 and December 1, 2003 (aggregate principal
amount of $150,000)) pursuant to a conversion agreement wherein the holders of
such notes have agreed to: (i) convert the notes into shares of common stock of
the Company (66,664 shares of common stock issued pursuant to the conversion in
the aggregate) at a conversion price which is $0.05 less than the conversion
price of ($2.50); and (ii) not sell or transfer the shares received in
conversion of the notes for a period of one (1) year from the date of such
conversion.

                                       11

<PAGE>


During January through April 2003, we issued convertible promissory notes to 5
individuals with an aggregate principal amount of $75,000. The convertible notes
bear interest at a rate of 8% per annum with a maturity date of March 1, 2004.
Pursuant to the terms of the convertible notes, prior to March 1, 2004, we may
convert the balance due together with accrued interest into shares of common
stock. The conversion ratio is the greater of: (y) the amount that is equal to
the product of the closing bid price per share for the common stock, as reported
on the over-the-counter electronic bulletin board, or such other public market
that the Company's common stock is then traded and seventy-five percent (75%);
and (z) 3.50. The Comply is engaged in discussions with each holder of the notes
to convert the notes. The Company expects to convert the notes within thirty
days.

Recent Sales of Unregistered Securities

During August through October 2003, we issued convertible promissory notes to 6
individuals with an aggregate principal amount of $155,000. The convertible
notes bear interest at a rate of 8% per annum with a maturity date of March 1,
2004. Pursuant to the terms of the convertible notes, prior to August 1, 2004,
we may convert the balance due together with accrued interest into shares of
common stock. The conversion ratio is the greater of: (y) the amount that is
equal to the product of the closing bid price per share for the common stock, as
reported on the over-the-counter electronic bulletin board, or such other public
market that the Company's common stock is then traded and seventy-five percent
(75%); and (z) 2.0. The notes were converted one day subsequent to their
issuance into 77,500 shares of common stock of the Company.

In August 2003, the Company converted 16 convertible notes that have maturity
dates of May 1, 2003, June 1, 2003 and July 1, 2003 (aggregate principal amount
of $324,500) pursuant to a conversion agreement wherein the holders of such
notes have agreed to: (i) convert the notes into shares of common stock of the
Company (200,824 shares of common stock issued pursuant to the conversion in the
aggregate) at a conversion price which is $0.05 less than the conversion price
set forth in the respective notes ($1.50-$2.00); and (ii) not sell or transfer
the shares received in conversion of the notes for a period of one (1) year from
the date of such conversion.

In July, 2003, the Company converted 61 convertible notes made by Michael Adams
Securities, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (maturity dates of October 1, 2003, November 1, 2003 and December 1,
2003 (aggregate principal amount of $141,475)) pursuant to a conversion
agreement wherein the holders of such notes have agreed to: (i) convert the
notes into shares of common stock of the Company (52,722 shares of common stock
issued pursuant to the conversion in the aggregate) at a conversion price which
is $0.05 less than the conversion price of ($1.50); and (ii) not sell or
transfer the shares received in conversion of the notes for a period of one (1)
year from the date of such conversion.

In November 2003, the Company converted 10 convertible notes (maturity dates of
October 1, 2003, November 1, 2003 and December 1, 2003 (aggregate principal
amount of $150,000)) pursuant to a conversion agreement wherein the holders of
such notes have agreed to: (i) convert the notes into shares of common stock of
the Company (66,664 shares of common stock issued pursuant to the conversion in
the aggregate) at a conversion price which is $0.05 less than the conversion
price of ($2.50); and (ii) not sell or transfer the shares received in
conversion of the notes for a period of one (1) year from the date of such
conversion.

                                       12

<PAGE>


During January through April 2003, we issued convertible promissory notes to 5
individuals with an aggregate principal amount of $75,000. The convertible notes
bear interest at a rate of 8% per annum with a maturity date of March 1, 2004.
Pursuant to the terms of the convertible notes, prior to March 1, 2004, we may
convert the balance due together with accrued interest into shares of common
stock. The conversion ratio is the greater of: (y) the amount that is equal to
the product of the closing bid price per share for the common stock, as reported
on the over-the-counter electronic bulletin board, or such other public market
that the Company's common stock is then traded and seventy-five percent (75%);
and (z) 3.50. The Comply is engaged in discussions with each holder of the notes
to convert the notes. The Company expects to convert the notes within thirty
days.

The issuance of the securities in the transactions described above were deemed
to be exempt from registration under the Securities Act of 1933, as amended, in
reliance on Section 4(2) of the Securities Act and Regulation D promulgated
thereunder as transactions by an issuer not involving any public offering.

Debt

During April 2003, we issued a promissory note to an employee of the Company
with an aggregate principal amount of $10,000. The note bears interest at a rate
of 8% per annum with a maturity date of April 1, 2005.

During March, April and May 2003, pursuant to a loan restructuring of the
$100,000 February 28, 2003 six month promissory note, the $100,000 January 14,
2002 120-day promissory note (as amended), the $100,000 November 16, 2001 60-day
promissory note (as amended), and other notes (as included below) with an
aggregate principal amount of $97,997, the Company received an additional
$355,000 from the holder of the notes who is also a shareholder of the Company.
Pursuant to the restructuring, the Company issued this shareholder (the holder
of the notes) a convertible promissory note with an aggregate principal amount
of $752,997 plus interest accrued pursuant to the terminated notes. In addition,
pursuant to the loan restructuring, the holder of the note is entitled to be
issued warrants to purchase common stock of the Company in an amount to be
agreed upon between the Company and such holder. The convertible note bears
interest at a rate of 8% per annum with a maturity date of May 30, 2004.
Pursuant to the terms of the convertible note, prior to May 30, 2004, we may
convert the balance due together with accrued interest into shares of common
stock. The conversion ratio is 2.50. Each of the prior notes, the $100,000
February 28, 2003 six month promissory note, the $100,000 January 14, 2002
10-day promissory note (as amended), the $100,000 November 16, 2001 60-day
promissory note (as amended), and the other notes with an aggregate principal
amount of $97,997, have been cancelled.


Item 6    Management's Discussion and Analysis of Financial Condition and
          Results of Operation

The following discussion should be read in conjunction with the financial
statements contained in Item 8 of Part IV of this Form 10-KSB.

Introduction and Nature of Business

Our core strategy is to be a leading Web portal for financial professionals and
business decision makers and worldwide provider of multimedia production and
distribution services to corporations and other organizations. Our revenues have
been generated from the sale of package services to public and private
companies. The packages range from merely exposure on our web site to a
comprehensive service package, including unlimited press release services as
well as client exposure in "Institutional Investor" magazine.

                                       13

<PAGE>



Selected Financial Data


                                                      Year Ended November 30,
                                                      -----------------------

RESULTS OF OPERATIONS:                                 2003             2002
                                                       ----              ----

Total revenues                                     $    390,682    $     26,337
Net loss                                           $ (1,036,875)   $ (1,094,568)
Net loss attributable to common stockholders       $ (1,036,875)   $ (1,094,568)

Basic and diluted income (loss) per common share   $      (0.06)   $      (0.07)

Weighted average common shares outstanding           16,046,077      15,870,097


YEAREND FINANCIAL POSITION:
Working capital deficit                            $ (1,539,091)
Total assets                                       $     63,940
Total liabilities                                  $  1,563,459
Stockholders' deficiency                           $ (1,499,519)


Year Ended November 30, 2003, as compared to the year ended November 30, 2002

     Overall Financial Situation. The Company had revenues of $390,682 for the
year ended November 30, 2003, an increase of $364,345 or 1383% from the year
ended November 30, 2002. The Company has cost of revenues of $167,046 for the
year ended November 30, 2003, an increase of $130,357 or 355% from the year
ended November 30, 2002. For the year ended November 30, 2002, the Company had
revenues of $26,337 with costs of revenues of $36,689. The Company had a
stockholders' deficiency at November 30, 2003 in the amount of $1,499,519, an
increase of $222,464 from the stockholders' deficiency at November 30, 2002 of
$1,277,055. This increase is primarily due to the net loss of $1,036,875 for the
period ended November 30, 2003. Selling general and administrative expenses
increased from 2002 by $121,924 or 12%, resulting in a loss from operations of
$924,125 for 2003. Interest expense increased by $52,611 for 2003 from $55,264
for 2002 due to the convertible note financing in 2002 and 2003.

     Revenues. The Company had revenues of $390,682 for the year ended November
30, 2003, an increase of $364,345 or 1383% from the year ended November 30,
2002.

     Selling, General and Administrative Expenses. Selling general and
administrative expenses increased from 2002 by $121,924 or 12%, resulting in a
loss from operations of $924,125 for 2003. These expenses consist primarily of
professional fees and other corporate expenses, including business development
and general legal activities.

Summary of Critical Accounting Policies; Significant Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations
are based upon our Consolidated Financial Statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. These items are regularly monitored and analyzed by management

                                       14

<PAGE>


for changes in facts and circumstances, and material changes in these estimates
could occur in the future. Changes in estimates are recorded in the period in
which they become known. We base our estimates on historical experience and
various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ from our estimates if past experience
or other assumptions do not turn out to be substantially accurate.


A summary of those accounting policies that we believe are most critical to
fully understanding and evaluating our financial results is set forth below.
This summary should be read in conjunction with our Consolidated Financial
Statements and the related Notes included elsewhere in this Annual Report.

Revenue Recognition and Allowance for Doubtful Accounts. Revenues from fee-based
contracts with terms greater than one month are recognized ratably over the life
of the contract. Advertising revenues are recognized over the period of the
related ad.

If we do not accurately estimate the resources required or the scope of work to
be performed for a contract or we do not manage the project properly within the
planned time period, then we may recognize a loss on the contract. Provisions
for estimated losses on uncompleted contracts are made on a contract-by-contract
basis and are recognized in the period in which such losses are determined. We
have committed unanticipated additional resources to complete projects in the
past, which has resulted in lower than anticipated profitability or losses on
those contracts. We expect that we will experience similar situations in the
future. In addition, we may fix the price for some projects at an early stage of
the process, which could result in a fixed price that turns out to be too low
and, therefore, could adversely affect our business, financial condition and
results of operations.

In some instances during 2003, we provided services to clients in exchange for
equity instruments of the client. We measure the fair value of the equity
instrument on the date the parties come to a mutual understanding of the terms
of the arrangement and a commitment for performance by us to earn the equity
instruments is reached, or when the equity is earned, whichever occurs earlier.

Uncertainty

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has a limited
operating history, and since inception in 2000 has incurred substantial losses.
The Company's accumulated deficit as of November 30, 2003 is $3,181,930.
Additionally, cash used in operations totaled $861,784 for the fiscal year ended
November 30, 2003, while cash and cash equivalents at November 30, 2003 totaled
$1,868. These matters raise substantial doubt about the Company's ability to
continue as a going concern. The Company's continued existence is dependent upon
several factors including the Company's ability to execute its business strategy
and/or its ability to raise additionally equity.

The Company's near term operating strategy focuses on the continued execution of
its business plan. To date, the Company has successfully launched its joint
venture with Institutional Investor, and is negotiating joint ventures with
several major content distributors. The Company has also significantly increased
revenues and is seeking to fund its working capital requirements through
revenues generated.

The Company's ability to operate as a going concern is dependent on its ability
to execute its business plan and/or raise additionally equity. There can be no
assurance that the Company will be able to achieve or sustain any level of

                                       15

<PAGE>


profitability in the future. Future operating results will depend on a number of
factors, including demand for, and market acceptance of, the Company's services
and prevailing economic conditions. There can be no assurance that the Company
will generate sufficient revenues to ever achieve profitability or otherwise
sustain its profitability in the future. However, although no assurances can be
given, the Company is confident that it will be able to continue operating as a
going concern.


Liquidity and Capital Resources

In February 2004, the Company converted the convertible promissory notes dated
January -April 2003 (aggregate principal amount of $35,000) into 10,867 shares
of common stock of the Company pursuant to a conversion agreement wherein the
holders of such notes have agreed to: (i) convert the notes into shares of
common stock of the Company at a conversion price which is $0.05 less than the
conversion price set forth in the respective notes ($3.50); and (ii) not sell or
transfer the shares received in conversion of the notes for a period of one (1)
year from the date of such conversion. The Company and 5 remaining holders of
these convertible notes have been engaged in discussions with respect to such
convertible note to either: (i) convert the note into shares of common stock of
the Company; (ii) pay the interest and principal balance of the note; or (iii)
extend the maturity date to August 1, 2004.

During April 2003, we issued a promissory note to an employee of the Company
with an aggregate principal amount of $10,000. The note bears interest at a rate
of 8% per annum with a maturity date of April 1 2005.

During August through October 2003, we issued convertible promissory notes to 6
individuals with an aggregate principal amount of $155,000. The convertible
notes bear interest at a rate of 8% per annum with a maturity date of March 1,
2004. Pursuant to the terms of the convertible notes, prior to August 1, 2004,
we may convert the balance due together with accrued interest into shares of
common stock. The conversion ratio is the greater of: (y) the amount that is
equal to the product of the closing bid price per share for the common stock, as
reported on the over-the-counter electronic bulletin board, or such other public
market that the Company's common stock is then traded and seventy-five percent
(75%); and (z) 2.0. The notes were converted one day subsequent to their
issuance into 77,500 shares of common stock of the Company.

In August 2003, the Company converted 16 convertible notes that have maturity
dates of May 1, 2003, June 1, 2003 and July 1, 2003 (aggregate principal amount
of $324,500) pursuant to a conversion agreement wherein the holders of such
notes have agreed to: (i) convert the notes into shares of common stock of the
Company (200,824 shares of common stock issued pursuant to the conversion in the
aggregate) at a conversion price which is $0.05 less than the conversion price
set forth in the respective notes ($1.50-$2.00); and (ii) not sell or transfer
the shares received in conversion of the notes for a period of one (1) year from
the date of such conversion.

                                       16

<PAGE>


In July, 2003, the Company converted 61 convertible notes made by Michael Adams
Securities, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (maturity dates of October 1, 2003, November 1, 2003 and December 1,
2003 (aggregate principal amount of $141,475)) pursuant to a conversion
agreement wherein the holders of such notes have agreed to: (i) convert the
notes into shares of common stock of the Company (52,722 shares of common stock
issued pursuant to the conversion in the aggregate) at a conversion price which
is $0.05 less than the conversion price of ($1.50); and (ii) not sell or
transfer the shares received in conversion of the notes for a period of one (1)
year from the date of such conversion.

In November 2003, the Company converted 10 convertible notes (maturity dates of
October 1, 2003, November 1, 2003 and December 1, 2003 (aggregate principal
amount of $150,000)) pursuant to a conversion agreement wherein the holders of
such notes have agreed to: (i) convert the notes into shares of common stock of
the Company (66,664 shares of common stock issued pursuant to the conversion in
the aggregate) at a conversion price which is $0.05 less than the conversion
price of ($2.50); and (ii) not sell or transfer the shares received in
conversion of the notes for a period of one (1) year from the date of such
conversion.

During January through April 2003, we issued convertible promissory notes to 5
individuals with an aggregate principal amount of $75,000. The convertible notes
bear interest at a rate of 8% per annum with a maturity date of March 1, 2004.
Pursuant to the terms of the convertible notes, prior to March 1, 2004, we may
convert the balance due together with accrued interest into shares of common
stock. The conversion ratio is the greater of: (y) the amount that is equal to
the product of the closing bid price per share for the common stock, as reported
on the over-the-counter electronic bulletin board, or such other public market
that the Company's common stock is then traded and seventy-five percent (75%);
and (z) 3.50. The Comply is engaged in discussions with each holder of the notes
to convert the notes. The Company expects to convert the notes within thirty
days.

During March, April and May 2003, pursuant to a loan restructuring of the
$100,000 February 28, 2003 six month promissory note, the $100,000 January 14,
2002 120-day promissory note (as amended), the $100,000 November 16, 2001 60-day
promissory note (as amended), and other notes (as included below) with an
aggregate principal amount of $97,997, the Company received an additional
$355,000 from the holder of the notes who is also a shareholder of the Company.
Pursuant to the restructuring, the Company issued this shareholder (the holder
of the notes) a convertible promissory note with an aggregate principal amount
of $752,997 plus interest accrued pursuant to the terminated notes. In addition,
pursuant to the loan restructuring, the holder of the note is entitled to be
issued warrants to purchase common stock of the Company in an amount to be
agreed upon between the Company and such holder. The convertible note bears
interest at a rate of 8% per annum with a maturity date of May 30, 2004.
Pursuant to the terms of the convertible note, prior to May 30, 2004, we may
convert the balance due together with accrued interest into shares of common
stock. The conversion ratio is 2.50. Each of the prior notes, the $100,000
February 28, 2003 six month promissory note, the $100,000 January 14, 2002
10-day promissory note (as amended), the $100,000 November 16, 2001 60-day
promissory note (as amended), and the other notes with an aggregate principal
amount of $97,997, have been cancelled.

As of November 30, 2003, we had $1,868 in cash and cash equivalents.

Current and Future Financing Needs

We have incurred negative cash flow from operations since we started our
business. We have spent, and expect to continue to spend, substantial amounts in
connection with growing our customer base. We have 8 full time employees. We do
not engage any consultants.

Based on our current plans, we believe that our cash and cash equivalents and
cash flows (from increasing revenues) will be sufficient to enable us to meet
our planned operating needs. However, the actual amount of funds we may need to
operate is subject to many factors, some of which are beyond our control.

                                       17

<PAGE>


These factors include the following:

     costs associated with any acquisitions targets;

     costs associated with marketing our services; and

     our ability to grow our customer base and retain our current customers.

We have based our belief of not requiring any additional funds on assumptions
that may prove to be wrong.

Inflation

Since the inception of the Company in December 2000, the rate of inflation has
remained low and the cost of the Company's operations has not been significantly
affected by inflationary trends in the economy.


Item 7.   Financial Statements

The report of the Company's Independent Auditors, the Company's financial
statements and notes to financial statements appear herein commencing on Page
F-1.


Item 8.   Changes In and Disagreements with Accountants on Accounting and
          Financial

None

Item 8a.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Based on evaluation as of a date within 90 days of the filing date of this
Annual Report on Form 10-KSB, The Macreport.net, Inc.'s principal executive
officer/principal accounting officer have concluded that The Macreport.net,
Inc.'s disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.

(b) Changes in internal controls.

There were no significant changes in The Macreport.net, Inc 's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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

                                       18

<PAGE>


                                    PART III
                                    --------

Item 9.   Directors, Executive Officers, Promoters and Control Persons of the
          Registrant; and Management and Related Stockholder Matters

The following table sets forth information, as of December 31, 2003, concerning
each director and executive officer of the Company.

                                        Positions with               Position
Name                            Age     the Company                  Held Since
----                            ---     -----------                  ----------

V. William Lucchetti, Jr.       38      Chairman of the Board of        2000
                                        Directors, Chief Executive
                                        Officer and President

Adam J. Reznikoff               32      Vice President-North            2000
                                        American Sales and Director

Kenneth T. Hutchinson           52      Director                        2003



The business address for each of our officers and directors is 200 Broadhollow
Road, Suite 207, Melville, NY 11747.

The following sets forth the business experience of each director, executive
officer, including principal occupations, at present and for at least the past
five years.

     V. William Lucchetti, Jr. Mr. Lucchetti has been our Chairman, Chief
Executive Officer and President since our inception in December 2000. Also,
since August 1999, Mr. Lucchetti has served as the Chief Executive Officer,
President and a director of Michael Adams Consulting, Inc. From August 1998 to
April 1999, Mr. Lucchetti served as the Vice President-Sales, Recruiting and
Training of Kirlin Securities, Inc. From July 1994 to August 1998, Mr. Lucchetti
served as the Vice President Sales of GKN Securities Corp.

     Adam J. Reznikoff Mr. Reznikoff has been our Vice President-North American
Sales and a director since our inception in December 2000. From May 2000 to
November 2000, Mr. Reznikoff served as the Vice President Marketing and Sales
for Michael Adams Consulting, Inc. From August 1998 to May 2000, Mr. Reznikoff
was an Account Executive at Kirlin Securities, Inc. From November 1996 to August
1998, Mr. Reznikoff was an Account Executive at GKN Securities Corp.

     Kenneth T. Hutchinson Mr. Hutchinson has been a director since July 2003.
Mr. Hutchinson is a Vice President of Finance at National Australia Bank (since
June 2003). Mr. Hutchinson also was employed by National Australia Bank as an
Associate Vice President of Finance & Compliance from March 1997 to June 2001.
From February 2003 to May 2003, Mr. Hutchinson was President of TH Consulting
Group, Inc., a financial consulting concern. From July 2001 to February 2002,
Mr. Hutchinson was a Senior Banking Consultant with Temenos USA Inc.

                                       19

<PAGE>


The Company's directors are elected for a period of one year and until their
successors are duly elected and qualified. There are currently three members of
the Board of Directors. During July 2003, James Favia resigned as a member of
the Board of Directors due to personal reasons. On July 16, 2003, the Company
appointed Kenneth T. Hutchinson to serve as a non-executive member of the board
of directors of Company and chairman of the audit committee.

To the knowledge of management of the Company, except as set forth above, no
director of the Company holds any directorship in any other company with a class
of securities registered pursuant to Section 12, or subject to the requirements
of Section 15(d), of the Securities Exchange Act of 1934 or in any company
registered as an investment company under the Investment Company Act of 1940.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers, directors and persons who own more than ten
percent of a registered class of the Company's equity securities to file certain
reports regarding ownership of, and transactions in, the Company's securities
with the Securities and Exchange Commission (the "SEC"). These officers,
directors and stockholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) reports that are filed with the SEC. Based
solely on a review of copies of such forms received by the Company, and written
representations received by the Company from certain reporting persons, the
Company believes that for the year ended November 30, 2003 all Section 16(a)
reports required to be filed by the Company's executive officers, directors and
10% stockholders were filed on a timely basis.



Item 10.  Executive Compensation

The following table summarizes all compensation earned by or paid to the
Company's Chief Executive Officer for services rendered in all capacities to the
Company for the period beginning on December 13, 2000 (Inception) to November
30, 2003 and all officers who earned over $100,000 (the "Named Executive
Officers"). One of our executive officers was compensated in excess of $100,000
when advances of expenses are included as set forth below.

                                       20

<PAGE>
<TABLE>
<CAPTION>


                                                 SUMMARY COMPENSATION TABLE
                                                 --------------------------

                                                                                                              Long-Term
                                                            Annual Compensation                              Compensation
                                         -----------------------------------------------------------       ----------------
                                                                                                              Securities
                                                                                      Other Annual            Underlying
Name and Principal Position                Year       Salary ($)      Bonus ($)       Compensation ($)      Options/SARs(#)
---------------------------                ----       ----------      ---------       ----------------      ---------------
<S>                                        <C>        <C>                <C>          <C>                         <C>
V. Willam Lucchetti, Jr.                   2003       $35,534            --            $155,7571                  --
  Chairman, President, Chief Executive     2002       $31,846            --             $68,3002                  --
  and Operating Officer and Treasurer      2001          --              --                                       --
                                                                                           --
                                                                                           --


Adam J. Reznikoff                        2003         $39,594            --                --                     --
  Secretary and                          2002         $17,423            --                --                     --
  Director                               2001         $28,770            --                --                     --
                                                         --

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

1    Advance of expenses of Mr. Lucchetti by the Company.

2    Compensation paid to Michael Adam Consulting, Inc. which is wholly owned by
     Mr. Lucchetti.


We have not granted any stock options to the named executive officer. None of
our employees are employed pursuant to employment agreements.

Director's Compensation

Directors who are not employees of the Company are compensated at a rate of
$1,000 for each meeting of the full Board of Directors which they attend in
person, up to a maximum of $5,000 in any one year, plus expenses for attending
such meetings. Officers are appointed annually by the Board of Directors and
serve at the discretion of the Board.



                           OPTIONS/SAR GRANTS IN 2003
                           --------------------------

     There were no option grants 2003.



                     AGGREGATE OPTION EXERCISES IN 2003 AND
                     --------------------------------------
                       2003 FISCAL YEAR-END OPTION VALUES
                       ----------------------------------

     There were no option exercises in 2003.



Compensation Committee Interlocks and Insider Participation

The Board of Directors of the Company does not have a compensation committee or
audit committee. The Board of Directors determines executive compensation, based
on corporate performance and market conditions.

                                       21
</TABLE>

<PAGE>


Employment Agreements

The Company has employment agreements with each employee of the Company that
sets forth confidentiality obligations and intellectual property ownership.
Pursuant to each of the employment agreements, each employee is an employee at
will which may be terminated by the Company at any time for any reason.

Stock Option Plan

In April 2001, we adopted the 2001 Stock Option Plan, referred to as the 2001
Plan. The 2001 Plan will expire in April 2011, unless terminated earlier by our
board of directors at their discretion. The 2001 Plan provides for the grant of
options to purchase shares of our common stock, including:

incentive stock options, as defined by Section 422 of the Internal Revenue Code,
that may be granted solely to employees, including officers,

non-qualified stock options, being stock options other than incentive stock
options, that may be granted to employees, including officers, and

non-employee directors and individuals with whom we have consulting agreements.

Share Reserve. We authorized the issuance of 1,000,000 shares of our common
stock pursuant to the 2001 Plan. As of November 30, 2003, we have not granted
any options under the 2001 Plan. Shares subject to awards under the 2001 Plan
that have expired or otherwise terminated without having been exercised in full
again become available for the grant of awards under the 2001 Plan. Shares
issued under the 2001 Plan may be previously unissued shares or reacquired
shares of common stock.

Awards. Stock options may be granted under the 2001 Plan to our employees,
non-employee directors and individuals with whom we have consulting agreements.
The stock options granted will be either incentive stock options or
non-qualified stock options.

An incentive stock option is a stock option that has met the requirements of
Section 422 of the Internal Revenue Code and, except as set forth below, must be
granted with an exercise price of at least 100% of the fair market value at the
date of grant.

No incentive stock option, and, prior to our stock being publicly traded, no
non-qualified stock option, may be granted to any person, who, at the time of
the grant, owns or is deemed to own stock possessing more than 10% of the total
combined voting power of our company or any affiliate, unless the following
conditions are satisfied:

the option exercise price must be at least 110% of the fair market value of the
stock subject to the option on the date of grant; and

the term of any incentive stock option award must not exceed five years from the
date of grant.

Plan Administration. The 2001 Plan is administered by our board of directors.
Our board of directors interprets all questions relating to the 2001 Plan and
its decisions are final and binding on all participants. Any determination by a
majority of the members of the board of directors at any meeting, or by written
consent in lieu of a meeting, shall be deemed to have been made by the whole
board of directors. Under the 2001 Plan, the board of directors may, at any time
or from time to time, appoint a committee of at least two members of the board
of directors and delegate to the committee the authority of the board of
directors to administer the 2001 Plan. Upon such appointment and delegation,

                                       22

<PAGE>


such committee shall have all the powers, privileges and duties of the board of
directors, and shall be substituted for the board of directors, in the
administration of the 2001 Plan, subject to certain limitations.

Term of Awards. In general, the term of stock options granted under the 2001
Plan is ten years. In the event an awardee's service relationship with us ends,
other than upon the awardee's death or disability, the award may be exercised
within a period of 90 days following termination, provided that the award has
already vested. If the awardee's termination of service is for cause, such
period will not exceed thirty days. Any award not already vested, or not
exercised within these periods shall terminate. If the awardee dies, any vested
award may be exercised within the time period specified in the award agreement,
being at least six months, or if no time is specified, twelvemonths.

Payment of Exercise Price. Awardees may pay the exercise price of their awards,
if any, as determined by the compensation committee, and acceptable
consideration includes cash, checks, and promissory notes. Generally, an option
holder may not transfer a stock option to any entity other than a spouse or
descendants or to a trust, or other entity owned by such a trust, for the
primary benefit of the option holder, his spouse and/or his descendants.

Option Adjustments. The aggregate number and class of shares as to which options
may be granted under the 2001 Plan, the number and class shares covered by each
outstanding option and the exercise price per share of each outstanding option,
but not the total price, and all such options, shall each be proportionately
adjusted for any increase decrease in the number of issued common stock
resulting from split-up, spin-off or consolidation of shares or any like capital
adjustment or the payment of any stock dividend. Generally, any option granted
shall terminate in the event of a merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation. However, the optionee shall
have the right immediately prior to any such transaction to exercise his or her
option in whole or in part.

Additional Provisions. The board of directors may, in their sole discretion,
include additional provisions in any option or award granted or made under the
2001 Plan that are not inconsistent with the 2001 Plan or applicable law. The
board of directors may also, in its sole discretion, accelerate or extend the
date or dates on which all or any particular award or awards granted under the
2001 Plan may be exercised.

Limitation of Liability and Indemnification Matters

Article eighth of our certificate of incorporation provides that the personal
liability of our directors will be eliminated to the fullest extent permitted by
the provisions of paragraph (7) of subsection (b) of ss. 102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented. Article sixth of our certificate of incorporation provides that we
will, to the fullest extent permitted by the provisions of the General
Corporation Law of the State of Delaware, indemnify all persons whom we may
indemnify under such provisions. The indemnification provided by this section
shall not limit or exclude any rights, indemnities or limitations of liability
to which any person may be entitled, whether as a matter of law, under our
bylaws, by agreement, vote of our stockholders or disinterested directors, or
otherwise. Except as specifically required by the General Corporation Law of the
State of Delaware, as the same exists or may be amended, none of our directors
of will be liable to us or our stockholders for monetary damages for breach of
his or her fiduciary duty as a director. No amendment to or repeal of this
provision of our certificate of incorporation will apply to or have any effect
on the liability or alleged liability of any director for or with respect to any
acts or omissions of that director occurring prior to the amendment or repeal.

                                       23

<PAGE>


Under Section 145 of the Delaware General Corporation Law, we have the power,
under certain circumstances, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or contemplated action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, and judgments against,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, that type of indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

There is no pending litigation or proceeding involving any of our directors or
officers as to which indemnification is being sought, nor are we aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          related stockholder matters

The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock as of November 30, 2003 by:

all persons who are beneficial owners of five percent (5%) or more of our common
stock;

each of our directors;

each of our executive officers; and

all current directors and executive officers as a group.


Except as otherwise indicated, and subject to applicable community property
laws, the persons named in the table below have sole voting and investment power
with respect to all shares of common stock held by them.

Applicable percentage ownership in the following table is based on 16,272,942
shares of common stock outstanding as of November 30, 2003.

                                       24

<PAGE>


Beneficial ownership is determined in accordance with the rules of the SEC. No
shares of common stock of the Company are subject to options held by any
persons.

Name and Address                                               Approximate
of Beneficial Holder                  Number of Shares      Percentage of Class
-----------------------------         ----------------      -------------------
V. William Lucchetti, Jr.....
c/o The Macreport.net, Inc.
200 Broadhollow Road
Melville, New York 11747                 14,962,980                     92%

Adam J. Reznikoff............
c/o The Macreport.net, Inc.
200 Broadhollow Road
Melville, New York 11747                       --                       --

Kenneth T. Hutchinson........
c/o The Macreport.net, Inc.
200 Broadhollow Road
Melville, New York 11747                       --                       --

All executive officers and
directors as a group (3 persons)         14,963,480                     92%

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


Item 12.      Certain Relationships and Related Transactions


We lease an executive residence and office facility for $5,800 in monthly rent.
The lease is on a month-to-month term. Mr. Lucchetti has the exclusive personal
use of the executive residence facility at no cost. The lease cost associated
with the executive residence is not included as compensation to Mr. Lucchetti or
Michael Adams Consulting.

We believe that all of the transactions discussed above were made on terms no
less favorable to us than could have been obtained from unaffiliated third
parties.

                                       25

<PAGE>
<TABLE>
<CAPTION>


Item 13.  Exhibits And Reports On Form 8-K

                    The following exhibits of the Company are filed herewith,
                    unless otherwise indicated:

Exhibit                                                                     Filed         Incorporated by
Number              Description                                             Herewith      Reference to
------              -----------                                             --------      ------------
<S>                 <C>                                                          <C>     <C>
 3.1                Certificate of Incorporation                                         The Registrant's Registration
                                                                                         Statement on Form SB-2 (No.
                                                                                         333-64244)

 3.2                By-laws                                                              The Registrant's Registration
                                                                                         Statement on Form SB-2 (No.
                                                                                         333-64244)

 4.1                Specimen common stock certificate                                    The Registrant's Registration
                                                                                         Statement on Form SB-2 (No.
                                                                                         333-64244)

 4.2                2001 Stock Option Plan                                               The Registrant's Registration
                                                                                         Statement on Form SB-2 (No.
                                                                                         333-64244)

 5.1                Opinion of Stephen J. Czarnik, Esq.                                  The Registrant's Registration
                                                                                         Statement on Form SB-2 (No.
                                                                                         333-64244)

10.1                Consulting Agreement, dated January 1, 2001,                         The Registrant's Registration
                    between Michael Adams Consulting, Inc.                               Statement on Form SB-2 (No.
                                                                                         333-64244)

10.2                Office Service Agreement, dated July 7, 2000, with                   The Registrant's Registration
                    VANTAS Long Island, LLC                                              Statement on Form SB-2 (No.
                                                                                         333-64244)

10.3                Lease, dated March 30, 2001, with 25 Broad Street                    The Registrant's Registration
                    LLC                                                                  Statement on Form SB-2 (No.
                                                                                         333-64244)

10.4                Form of Subscription Agreement executed by                           The Registrant's Registration
                    investors in the private offering or our common                      Statement on Form SB-2 (No.
                    stock that closed on May 15, 2001                                    333-64244)

10.5                Promissory Note issued to Sherman Winski                             The Registrant's Registration
                    November 16, 2001                                                    Statement on Form SB-2 (No.
                                                                                         333-64244)

10.6                Amended and Restated Promissory Note issued to                       The Registrant's Registration
                    Sherman Winski January 8, 2002                                       Statement on Form SB-2 (No.
                                                                                         333-64244)

10.7                Promissory Note issued to Sherman Winski dated                       The Registrant's Registration
                    January 14, 2002                                                     Statement on Form SB-2 (No.
                                                                                         333-64244)

                                                           26
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


<C>                 <C>                                                           <C>    <C>
10.8                Form of Convertible Promissory Note (May 2002)                       The Registrant's Quarterly
                                                                                         Report on Form 10-QSB for the
                                                                                         quarter ended May 31, 2002

10.9                Office Service Agreement, dated as of January 1,                     The Registrant's Annual
                    2003, with HQ Global Workplaces                                      Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.10               Form of Convertible Promissory Note (September -                     The Registrant's Annual
                    November 2002)                                                       Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.11               Form of Convertible Promissory Note (November                        The Registrant's Annual
                    2002)                                                                Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.12               Form of Convertible Promissory Note (July 2002)                      The Registrant's Annual
                                                                                         Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.13               Form of Convertible Promissory Note (June 2002)                      The Registrant's Annual
                                                                                         Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.14               Amendment No. 1 to the Amended and Restated                          The Registrant's Annual
                    Promissory Note issued to Sherman Winski dated                       Report on Form 10-KSB for the
                    March 9, 2002                                                        year ended November 30, 2002

10.15               Amendment No. 2 to the Amended and Restated                          The Registrant's Annual
                    Promissory Note issued to Sherman Winski dated                       Report on Form 10-KSB for the
                    September 9, 2002                                                    year ended November 30, 2002

10.16               Amendment No. 3 to the Amended and Restated                          The Registrant's Annual
                    Promissory Note issued to Sherman Winski dated                       Report on Form 10-KSB for the
                     November 14, 2002                                                   year ended November 30, 2002

10.17               Amendment No. 1 to the Promissory Note issued to                     The Registrant's Annual
                    Sherman Winski dated April 10, 2002                                  Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.18               Amendment No. 2 to the Promissory Note issued to                     The Registrant's Annual
                    Sherman Winski dated September 9, 2002                               Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

10.19               Amendment No. 3 to the Promissory Note issued to                     The Registrant's Annual
                    Sherman Winski dated January 10, 2003                                Report on Form 10-KSB for the
                                                                                         year ended November 30, 2002

14.1                Code of Ethics                                                 *

16.1                Letter from Capraro Centofranchi Kramer & Co.                        The Registrant's Current
                                                                                         Report on Form 8-KA dated
                                                                                         January 21, 2003

                                                           27
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


<S>                 <C>                                                            <C>   <C>
21.1                Subsidiaries                                                   *

23.1                Consent of Capraro Centofranchi Kramer & Co.,                        The Registrant's Registration
                    P.C.                                                                 Statement on Form SB-2 (No.
                                                                                         333-64244)

23.2                Consent of Stephen J. Czarnik, Esq. (included in                     The Registrant's Registration
                    Exhibit 5.1 hereof)                                                  Statement on Form SB-2 (No.
                                                                                         333-64244)

24.1                Power of attorney                                                    The Registrant's Registration
                                                                                         Statement on Form SB-2 (No.
                                                                                         333-64244)

31.1.               Certification of V. William Lucchetti pursuant to              *
                    Rule 13-14(a) and Item 307 of Regulation SB 32.1

32.1                Certification by V. William Lucchetti Pursuant to              *
                    the 18 U.S.C. Section 1350, as Adopted Pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002

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

          *    Filed herewith.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees for professional services rendered for us by Holtz Rubenstein &
Co., LLP, for fiscal years ended November 30, 2003 and 2002, are set forth
below. The aggregate fees included in the Audit category are fees billed for the
fiscal years for the audit of our annual financial statements and review of
financial statements and statutory and regulatory filings or engagements. The
aggregate fees included in each of the other categories are billed in the fiscal
years.

                                    FISCAL YEAR 2003          FISCAL YEAR 2002
   AUDIT FEES                       $38,900                   $27,500
   AUDIT-RELATED FEES               $   -                     $   -
   TAX FEES                         $   -                     $   -
   ALL OTHER FEES                   $   -                     $   -
                                    ---------                 ---------
         TOTAL                      $38,900                   $27,500

Audit fees for the fiscal years ended November 30, 2003 and 2002, were for
professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements included
in Quarterly Reports on Form 10-QSB, and other assistance required to complete
the year end audit of the consolidated financial statements.

As we do not have a formal audit committee (see end of Item 9 above), the
services described above were not approved by the audit committee under the de
minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X.
Further, as we do not have a formal audit committee, we do not have audit
committee pre-approval policies and procedures.

                                       28

</TABLE>

<PAGE>



                                   SIGNATURES
                                   ----------

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on March 15, 2004.

                                            THE MACREPORT.NET, INC.


                                            By:  /s/  V. William Lucchetti, Jr.
                                               --------------------------------
                                                      V. William Lucchetti, Jr.
                                                      Chairman,
                                                      Chief Executive Officer
                                                      and President




In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.



/s/  V. William Lucchetti, Jr.     Chairman,                      March 15, 2004
------------------------------     Chief Executive Officer
     V. William Lucchetti, Jr.     and President (Principal
                                   Executive Officer and
                                   Principal Accounting
                                   and Financial Officer)


/s/  Adam J. Reznikoff             Vice President-North           March 15, 2004
-----------------------------      American Sales and
     Adam J. Reznikoff             Director


/s/  Kenneth T. Hutchinson         Director                       March 15, 2004
-----------------------------
     Kenneth T. Hutchinson

                                       29

<PAGE>


                   Index to Consolidated Financial Statements


                                                                           Page

A.   Report of Independent Certified Public Accountants                     F-1

B.   Consolidated Balance Sheet for the year ended November 30, 2003        F-2

C.   Consolidated Statements of Operations for the years ended
     November 30, 2003 and 2002                                             F-3

D.   Consolidated Statement of Stockholders' Deficiency for the
     year ended November 30, 2003                                           F-4

E.   Consolidated Statements of Cash Flows for the years ended
     November 30, 2003 and 2002                                             F-5

F.   Notes to Consolidated Financial Statements                     F-6 to F-14

                                       i

<PAGE>


                          Independent Auditors' Report
                          ----------------------------

To the Board of Directors and Stockholders of
The Macreport.Net, Inc.
Melville, New York

We have audited the accompanying consolidated balance sheet of The
Macreport.Net, Inc. and Subsidiary, as of November 30, 2003, and the related
consolidated statements of operations, stockholders' deficiency and cash flows
for the years ended November 30, 2003 and 2002. 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 audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Macreport.Net,
Inc. and Subsidiary as of November 30, 2003 and the results of their operations
and their cash flows for the years ended November 30, 2003 and 2002 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's ability to continue in the normal course of
business is dependent upon its ability to generate revenue and raise capital
through the issuance of equity and/or debt securities, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
regarding this matter are also described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                                            /s/  HOLTZ RUBENSTEIN & CO., LLP
                                            -----------------------------------
                                                 HOLTZ RUBENSTEIN & CO., LLP


Melville, New York
February 28, 2004

                                      F-1

<PAGE>


                     THE MACREPORT.NET, INC. AND SUBSIDIARY
                     --------------------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                November 30, 2003
                                -----------------



ASSETS
------

CURRENT ASSETS:
Cash and cash equivalents                                           $     1,868
Marketable securities
                                                                         20,500
Other current assets
                                                                          2,000
                                                                    -----------
Total current assets
                                                                         24,368

EQUIPMENT, net
                                                                         32,001

OTHER ASSETS
                                                                          7,571
                                                                    -----------

Total assets                                                        $    63,940
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

CURRENT LIABILITIES:
Accounts payable and accrued expenses                               $   545,300
Notes payable                                                           982,056
Deferred revenue                                                         36,103
                                                                    -----------
Total current liabilities                                             1,563,459

COMMITMENTS

STOCKHOLDERS' DEFICIENCY:
Preferred stock $.0001 par value, authorized 5,000,000
shares, no shares issued                                                   --
Common stock $.0001 par value, authorized 25,000,000
shares, 16,272,942 shares issued and outstanding                          1,627
Additional paid-in-capital                                            1,680,784
Deficit                                                              (3,181,930)
                                                                    -----------
Total stockholders' deficiency                                       (1,499,519)
                                                                    -----------

Total liabilities and stockholders' deficiency                      $    63,940
                                                                    ===========

                                      F-2

<PAGE>


                     THE MACREPORT.NET, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                  Years Ended
                                                  November 30,
                                                      2003             2002
                                                  ------------     ------------

REVENUES                                          $    390,682     $     26,337

COST OF REVENUES                                       167,046           36,689
                                                  ------------     ------------

GROSS PROFIT                                           223,636          (10,352)

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                              1,147,761        1,025,837
                                                  ------------     ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                    (924,125)      (1,036,189)

OTHER INCOME (EXPENSE):
Other                                                   (4,420)          (2,660)
Interest expense                                      (107,875)         (55,264)
                                                  ------------     ------------
                                                      (112,295)         (57,924)
                                                  ------------     ------------

LOSS BEFORE PROVISION FOR
 INCOME TAXES                                       (1,036,420)      (1,094,113)

PROVISION FOR INCOME TAXES                                 455              455
                                                  ------------     ------------

NET LOSS                                          $ (1,036,875)    $ (1,094,568)
                                                  ============     ============

NET LOSS PER COMMON SHARE

BASIC AND DILUTED LOSS PER SHARE                  $      (0.06)    $      (0.07)
                                                  ============     ============
WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING                                  16,046,077       15,870,097
                                                  ============     ============

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                                  THE MACREPORT.NET, INC. AND SUBSIDIARY
                                   STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                       YEAR ENDED NOVEMBER 30, 2003



                                         Common Stock          Additional
                                   -------------------------     Paid-in
                                      Shares        Amount       Capital       Deficit         Total
                                   -----------   -----------   -----------   -----------    -----------
<S>                                 <C>          <C>           <C>           <C>            <C>
Balance, December 1, 2001           15,845,000   $     1,585   $   821,065   $(1,050,487)   $  (227,837)

Stock issued for cash ($1.50 per        30,232             3        45,347          --           45,350
share), net
Net loss for the year                     --            --            --      (1,094,568)    (1,094,568)

Balance, November 30, 2002          15,875,232         1,588       866,412    (2,145,055)    (1,277,055)

Stock issued for conversion of
convertible promissory notes           397,710            39       814,372          --          814,411

Net loss for the year                     --            --            --      (1,036,875)    (1,036,875)

Balance, November 30, 2003          16,272,942   $     1,627   $ 1,680,784   $(3,181,930)   $(1,499,519)
                                   ===========   ===========   ===========   ===========    ===========

                                                   F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                     THE MACREPORT.NET, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                       Years Ended
                                                       November 30,
                                                          2003           2002
                                                       -----------    -----------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                               $(1,036,875)   $(1,094,568)
                                                       -----------    -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization                               12,170         11,017
Unrealized loss on non-marketable securities                 4,000           --
Realized loss on sale of securities                            419          2,660
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Prepaid expenses                                              --           23,003
Other current assets                                        (2,000)          --
Security deposits                                           (1,726)          --
Increase (decrease) in liabilities:
Accounts payable and accrued expenses                      182,784        215,279
Deferred revenue                                           (20,556)        56,659
                                                       -----------    -----------
Total adjustments                                          175,091        308,618
                                                       -----------    -----------
Net cash used in operating activities                     (861,784)      (785,950)
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities                         (32,500)          --
Proceeds from sale of marketable securities                  7,581          2,945
Purchase of property and equipment                          (6,247)        (5,000)
                                                       -----------    -----------
Net cash used in by investing activities                   (31,166)        (2,055)
                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net                   --           45,350
(Increase) decrease in advances to stockholder             (28,167)        15,523
Proceeds from note payable                                 776,327        872,622
                                                       -----------    -----------
Net cash provided by financing activities                  748,160        933,495
                                                       -----------    -----------

Net (decrease) increase in cash and cash equivalents      (144,790)       145,490

Cash and cash equivalents at beginning of year             146,658          1,168

Cash and cash equivalents at end of year               $     1,868    $   146,658
                                                       ===========    ===========


                                       F-5
</TABLE>

<PAGE>


                             THE MACREPORT.NET, INC.
                             -----------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                     YEARS ENDED NOVEMBER 30, 2003 AND 2002
                     --------------------------------------


1.   Organization\Description of Business:
     -------------------------------------

          The MacReport.Net, Inc. (the "Company") was incorporated in 2000 under
the laws of the State of Delaware. The Company is an internet information and
media company formed to allow publicly and privately held companies to
communicate relevant corporate information directly with the investing public.
This is done through the use of a web site that provides the user with key
information via management interviews, press releases, video conferencing and
other information. The Company has its headquarters in Melville, NY and a
satellite location in New York City. The Company was in the development stage
until the fourth quarter of its 2003 fiscal year, at which time, management
determined that the Company's efforts were no longer focused on research and
development, developing markets and start up activities such as creating content
on its website. In addition, revenues derived from its products grew
substantially from levels reported in prior years.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred net losses of $1,036,875 and $1,094,568 for the years ended
November 30, 2003 and 2002, respectively. At November 30, 2003 current
liabilities exceed current assets by $1,539,091. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management of
the Company intends to raise additional funds through future offerings of the
Company's stock. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.

2.   Summary of Significant Accounting Policies:
     -------------------------------------------

     a. Principles of consolidation and basis of presentation
        -----------------------------------------------------

     The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, Michael Adams Securities Inc. All significant
intercompany transactions have been eliminated in consolidation. As of November
30, 2003, there were no intercompany transactions

     The subsidiary was formed in November 2002 to facilitate the acquisition of
a registered broker/dealer. During the year the Company decided they were no
longer interested in such an acquisition and the subsidiary has remained
inactive.

     b. Use of estimates
        ----------------

              The preparation of financial statements in conformity with
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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

                                      F-6

<PAGE>


2.   Summary of Significant Accounting Policies: (Cont'd)
     -------------------------------------------

     c.   Revenue recognition
          -------------------

          Revenues from fee-based contracts with terms greater than one month
are recognized ratably over the life of the contract. Advertising revenues are
recognized over the period of the related ad.

     d.   Cash and cash equivalents
          -------------------------

          For purposes of the statement of cash flows, the Company includes cash
on deposit, money market funds and amounts held by brokers in cash accounts to
be cash equivalents.

     e.  Marketable securities
         ---------------------

              The Company reports its investment in marketable securities
under the provisions of Financial Accounting Standards Board Statement No. 115
"Accounting for Certain Investments in Debt and Equity Securities." In
accordance with this standard, securities which are classified as "trading
securities" are recorded in the Company's balance sheet at fair market value,
with the resulting unrealized gain or loss reflected in the Company's statement
of operations in the current period. Securities which are classified as
"available for sale" are also reported at fair market value, however, the
unrealized gain or loss on these securities is listed as a separate component of
stockholders' deficiency.

     f.   Allowance for doubtful accounts
          -------------------------------

          Management must make estimates of the uncollectibility of accounts
receivable. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit-worthiness,
current economic trends and changes in customer payment terms when evaluating
the adequacy of the allowance for doubtful accounts.


     g.   Equipment and depreciation
          --------------------------

          Equipment is stated at cost. Major expenditures for property and those
which substantially increase useful lives are capitalized. Maintenance, repairs,
and minor renewals are expensed as incurred. When assets are retired or
otherwise disposed of, their costs and related accumulated depreciation are
removed from the accounts and resulting gains or losses are included in income.
Depreciation is provided by both straight-line and accelerated methods over the
estimated useful lives of the assets. Differences attributable to using
accelerated methods are not considered material.


     h.   Concentration of risk
          ---------------------

          The Company invests its excess cash in deposits and money market
accounts with major financial institutions with strong credit ratings.
Generally, the investments mature within ninety days, and therefore, are subject
to little risk. The Company has not experienced losses related to these
investments.

                                      F-7

<PAGE>


2.   Summary of Significant Accounting Policies: (Cont'd)
     -------------------------------------------

     i.   Loss per share
          --------------

              Loss per share is computed by dividing income or loss
available to common shareholders by the weighted average number of common shares
outstanding during the period. The computation of diluted EPS does not assume
conversion, exercise or contingent exercise of securities that would have an
antidilutive effect on earnings.

     j.   Income taxes/deferred income taxes
          ----------------------------------

          The Company follows the provisions of Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes, " which requires the
recognition of deferred tax assets and liabilities for expected future tax
consequences of events that have been included in the Company's financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between financial statement
and tax basis of assets and liabilities using enacted tax rates in effect when
these differences are expected to reverse. Valuation allowances are established,
when appropriate, to reduce deferred tax assets to the amount expected to be
realized.


     k.   Advertising costs
          -----------------

          All costs relating to marketing and advertising are expensed in the
period incurred. Advertising expense for the years ended November 30, 2003 and
2002 approximated $61,000 and $25,000.


     l.   New accounting pronouncements
          -----------------------------

              In January 2004 the Financial Accounting Standards Board ("FASB")
issued FASB Staff Position ("FSP") No. FAS 106-1, Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 which permits a sponsor of a postretirement health
care plan that provides a prescription drug benefit to make a one-time election
to defer accounting for the effects of the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. Regardless of whether a sponsor
elects that deferral, FSP FAS 106-1 requires certain disclosures pending further
consideration of the underlying accounting issues. The guidance in FSP FAS 106-1
is effective for interim or annual financial statements of fiscal years ending
after December 7, 2003. The adoption of FSP FAS 106-1 is not expected to have a
significant impact on the Company's Consolidated Financial Statements.

              In December 2003 the FASB issued FAS No. 132 (Revised) ("FAS
132-R"), Employer's Disclosure about Pensions and Other Postretirement Benefits.
FAS 132-R retains disclosure requirements of the original FAS 132 and requires
additional disclosures relating to assets, obligations, cash flows, and net
periodic benefit cost. FAS 132-R is effective for fiscal years ending after
December 15, 2003, except that certain disclosures are effective for fiscal
years ending after June 15, 2004. Interim period disclosures are effective for
interim periods beginning after December 15, 2003. The adoption of the
disclosure provisions of FAS 132-R is not expected to have a material effect on
the Company's Consolidated Financial Statements.

                                      F-8

<PAGE>


          In May 2003 the FASB issued FAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity. FAS
150 clarifies the accounting for certain financial instruments with
characteristics of both liabilities and equity and requires that those
instruments be classified as liabilities in statements of financial position.
Previously, many of those financial instruments were classified as equity. FAS
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of the provisions of FAS 150
did not have a material effect on the Company's Consolidated Financial
Statements.

          In April 2003 the FASB issued FAS No. 149, Amendments of Statement 133
on Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies
accounting for derivative instruments embedded in other contracts, and for
hedging activities under FAS No. 133. FAS 149 is effective for contracts entered
into or modified after June 30, 2003, and for hedging relationships designated
after June 30, 2003. The adoption of the provisions of FAS 149 did not have a
material effect on the Company's Consolidated Financial Statements.

          In January 2003 the FASB issued FASB Interpretation ("FIN") No. 46,
Consolidation of Variable Interest Entities. In December 2003, the FASB issued
FIN No. 46 (Revised) ("FIN 46-R") to address certain FIN 46 implementation
issues. This interpretation clarifies the application of Accounting Research
Bulletin ("ARB") No. 51, Consolidated Financial Statements for companies that
have interests in entities that are Variable Interest Entities (VIE) as defined
under FIN 46. According to this interpretation, if a company has an interest in
a VIE and is at risk for a majority of the VIE's expected losses or receives a
majority of the VIE's expected gains it shall consolidate the VIE. FIN 46-R also
requires additional disclosures by primary beneficiaries and other significant
variable interest holders. For entities acquired or created before February 1,
2003, this interpretation is effective no later than the end of the first
interim or reporting period ending after March 15, 2004, except for those VIEs
that are considered to be special purpose entities, for which the effective date
is no later than the end of the first interim or annual reporting period ending
after December 15, 2003. For all entities that were acquired subsequent to
January 31, 2003, this interpretation is effective as of the first interim or
annual period ending after December 31, 2003. The adoption of the provisions of
this interpretation is not expected to have a material effect on the Company's
Consolidated Financial Statements.

          In November 2002 the FASB issued FIN No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. FIN 45 elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued. FIN 45 requires a guarantor to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligations undertaken in issuing the guarantee. The disclosure provisions
of FIN 45 are effective for financial statements of periods ending after
December 15, 2002. Additionally, the recognition of a guarantor's obligation
should be applied on a prospective basis to guarantees issued after December 31,
2002. The adoption of the disclosure and recognition provisions of FIN 45 did
not have a material effect on the Company's Consolidated Financial Statements.

                                      F-9

<PAGE>


          In June 2002 the FASB issued FAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. FAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force 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). FAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred rather than the date an entity commits to an exit
plan. FAS 146 also establishes that fair value is the objective for initial
measurement of the liability. The provisions of FAS 146 are effective for exit
or disposal activities that are initiated after December 31, 2002. The adoption
of the provisions of FAS 146 did not have a material effect on the Company's
Consolidated Financial Statements.


3.   Supplemental Cash Flow Information:
     ----------------------------------


                                                               Years Ended
                                                               November 30,
                                                       -------------------------
                                                         2003               2002
                                                       ------             ------
     Cash paid for:
        Interest                                       $3,439             $5,264
                                                       ======             ======

     Income taxes                                      $  455             $  455
                                                       ======             ======

     For the year ended November 30, 2003, the Company had a non-cash operating
and financing activity when it issued shares of its common stock for the
conversion of convertible promissory notes totaling $659,412.


4.   Marketable Securities:
     ---------------------


             Following is a comparison of the cost and market value of trading
securities included in current assets at November 30, 2003:


             Cost                             24,500

             Unrealized loss                  (4,000)
                                            --------

             Market Value                   $ 20,500
                                            ========


                                      F-10

<PAGE>


5.   Equipment:
     ---------

     Major classes of equipment consist of the following at November 30, 2003:

                                                      Estimated
                                                     Useful Life
                                                         Years

     Furniture and fixtures                               5     $  41,506
     Equipment                                            5        19,011
                                                                ---------
                                                                   60,517
     Less accumulated depreciation                                 28,516
                                                                ---------

     Net equipment                                              $  32,001
                                                                =========

     Depreciation expense was $12,170 and $11,017 for the years ended November
     30, 2003 and 2002, respectively.

6.   Notes Payable:
     -------------

     Notes payable consist of the following at November 30, 2003:


     Promissory note, principal and interest due May 30, 2004.
      The note bears interest at a rate of 8% per annum. (a)    $ 752,997




     Convertible notes payable (b)                                229,059
                                                                ---------

                                                                $ 982,056

     (a)  Troubled Debt Restructuring

                  In May 2003, the Company modified the terms of three
          promissory notes from a third party totaling $752,997, which bore
          interest at rates per annum ranging between 8% and 13%. The individual
          agreed to replace the prior notes with a new 8% note that is payable
          May 30, 2004. The future cash payments of the note exceeds the
          carrying value of the debt and, accordingly, no adjustment has been
          made to the financial statements.

     (b)  Convertible notes payable

                  During January through April 2003, the Company issued
          convertible promissory notes to seven individuals with an aggregate
          principal amount of $85,000. The convertible notes bear interest at a
          rate of 8% per annum with a maturity date of March 1, 2004. The
          Company is currently in negotiations with these note holders with
          respect to the conversion of notes into common stock and expects to
          convert the notes within 30 days. Pursuant to the terms of the
          convertible notes, prior to March 1, 2004, the Company may convert the
          balance due together with accrued interest into shares of common
          stock. The conversion ratio is the greater of: (y) the amount that is
          equal to the product of the closing bid price per share for the common
          stock, as reported on the over-the-counter electronic bulletin board,
          or such other public market that the Company's common stock is then
          traded and seventy-five percent (75%); and (z) 3.50.

                                      F-11

<PAGE>


6.   Notes Payable: (Cont'd)
     -------------

          The remaining convertible promissory notes totaling $144,059 bear
     interest at a rate of 8% per annum with maturity dates that have expired.
     Pursuant to the terms of the convertible notes, if the Company does not
     prepay the notes prior to their expiration, the Company may convert the
     balance due together with accrued interest into shares of the Company's
     common stock. The conversion ratio for $129,059 of these notes is 3.50 and
     the greater of: (i) the amount that is equal to the product of the closing
     bid price per share for the Common Stock, as reported on the
     over-the-counter electronic bulletin board, or such other public market
     that the Company's Common Stock is then traded and seventy-five percent
     (75%); or (ii) 2.50 for one note totaling $15,000. The Company is currently
     in negotiations with these note holders with respect to the conversion of
     notes into common stock and expects to convert the notes within 30 days.
     See (note 7).

7.   Commitments:
     -----------

     a.  Leases
         ------

               The Company leases its Melville office space under a three month
          lease expiring June 2004, with minimum monthly rent of approximately
          $6,000, plus office service expenses. The Company also leases an
          apartment in New York City for the personal use of its CEO under a
          month to month lease with minimum monthly rent of $5,800.


                        Total rental expense approximated $230,000 and
          $140,000 for the years ended November 30, 2003 and 2002, respectively.

     b.   Litigation
          ----------

               The Company is involved in various legal proceedings and claims
          incident to the normal conduct of its business. The Company believes
          that such legal proceedings and claims, individually and in the
          aggregate, are not likely to have a material adverse effect on its
          financial position or results of operations.

                        In November 2003, one of the Company's convertible
          note holders, filed a complaint against the Company in the Superior
          Court of the State of Arizona, County of Maricopa, alleging breach of
          contract (the convertible note agreement). The plaintiff is seeking
          monetary damages totaling $50,000 plus interest, costs and attorney's
          fees. The Company has filed its answer to plaintiff's complaint in
          January 2004. The Company, which intends to defend the action
          vigorously, does not believe that the suit will have a material
          adverse effect on its financial position or results of operations,
          however, there can be no assurance of the outcome. The principle and
          accrued interest related to this note are included in notes payable
          and accrued expenses on the Company's balance sheet at November 30,
          2003.

                        In November 2003, a former executive officer of the
          Company, filed a complaint against the Company as well as against its
          subsidiary and CEO in the Supreme Court of the State of New York,
          County of Richmond, alleging monies owed to the plaintiff for
          services. The plaintiff is seeking monetary damages totaling
          approximately $56,000 plus interest, costs and attorney's fees. The
          Company, which intends to defend the action vigorously, does not
          believe that the suit will have a material adverse effect on its
          financial position or results of operations, however, there can be no
          assurance of the outcome.

                                      F-12

<PAGE>


7.   Commitments: (Cont'd)
     -----------

          In January 2002, a law firm which formerly provided services to the
          Company, filed a complaint against the Company as well as against its
          subsidiary and CEO in the Supreme Court of the State of New York,
          County of New York, alleging monies owed to the plaintiff for certain
          legal services. The plaintiff sought monetary damages totaling $73,339
          plus costs and attorney's fees. The Company and the plaintiff have
          tentatively agreed in principal to settle this matter. At November 30,
          2003, the Company has accrued fees totaling $73,339 related to this
          matter.

8.   Related Party Transactions:
     --------------------------

     Fees for management, executive, and administrative services paid to
stockholders for the year ended November 30, 2002 were $295,000, respectively.

     The Company leases an executive residence and office facility for $5,800 in
monthly rent on a month-to-month basis. The Company's CEO has the exclusive
personal use of the executive residence facility at no cost. The lease cost
associated with the executive residence is not included as compensation to the
CEO.

     Prior to the fourth quarter of 2003, the Company advanced its Chief
Executive Officer approximately $84,000.00 for personal expenses. During the
fourth quarter of 2003, the Company elected to treat these and subsequent
advances to its Chief Executive Officer as compensation.

9.   Stockholders' Equity:
     --------------------

     The Company has authorized 25,000,000 shares, par value $0.0001, of common
stock. The common stock has one vote per share, with no cumulative voting. There
are no pre-emptive rights, conversion rights, preferences, redemption provision,
sinking fund provisions or any liability for further calls or assessments. There
are no stated liquidation rights other than those that may exist under Delaware
law.

     The Company has authorized 5,000,000 shares, par value $0.0001, of
preferred stock. Shares of preferred stock may be issued in such classes or
series, and may have such voting powers, and such designations, preferences and
other special rights and qualifications, or restrictions thereof, as shall be
set by the Board of Directors.

     a.   Conversion of notes payable

          During the 2003, the Company issued 397,710 shares of common stock in
the conversion of promissory notes held by investors. The total of the notes
converted plus accrued interest was $814,411.


     b.   Stock option plan
          -----------------

     In 2001, the Company adopted a plan (the "2001 Stock Option Plan" or the
"Plan") pursuant to which the Board of Directors is authorized to award options
to purchase up to 1,000,000 shares of Common Stock to selected officers,
employees, agents, consultants and other persons who render services to the
Company. The options may be issued on such terms and conditions as determined by
the Board or Committee, and may be issued so as to qualify as incentive stock
options under Internal Revenue Code Section 422A. Reserved shares under the Plan
at November 30, 2002 are 1,000,000. As of November 30, 2003, there were no
options granted under this Plan.

                                      F-13

<PAGE>



10.  Income Taxes:
     ------------

          No provision for income taxes was recorded during the year ended
November 30, 2003 and 2002 due to net losses being incurred. At November 30,
2003, the Company had net operating and capital loss carryforwards for tax
purposes of approximately $3,100,000, which expire through 2023.

     Deferred tax assets consist of the following components:

                                                            November 30,
                                                    ---------------------------
                                                       2003            2002
                                                    -----------     -----------

     Net operating and capital loss carryforwards   $ 1,223,000     $   798,000
     Less: valuation allowance                       (1,223,000)       (798,000)
                                                    -----------     -----------
      Total deferred                                $      -        $      -
                                                    ===========     ===========

     At November 30, 2003 and 2002, the Company prided a full valuation
allowance against the gross deferred tax asset since, in management's judgment,
it is more likely than not, such benefits will not be realized.

11.  Subsequent Events:
     -----------------

a.   Effective December 1, 2003, the Company entered into a three-year lease for
additional office space in its Melville New York headquarters. Under the lease,
the Company is required to pay rent approximating $21,000, $21,000 and $22,000
for the years ended November 30, 2004, 2005 and 2006, respectively.

b.   On February 24, 2004, the Company converted convertible promissory notes
with an aggregate principal amount of $35,000 plus interest into 10,867 shares
of common stock of the Company.


12.  Fair Value of Financial Instruments:
     -----------------------------------

     The methods and assumptions used to estimate the fair value of the
following classes of financial instruments for:

     Current Assets and Current Liabilities: The carrying amount of cash, and
payables approximate their fair value. The fair value of marketable securities
was derived from quotes listed by national stock exchanges. The fair value of
the Company's notes payable was estimated using a discounted cash flow analysis,
based on the Company's assumed incremental borrowing rates for similar types of
borrowing arrangements. The carrying amount of fixed rate debt at November 30,
2003 approximates fair value.

                                      F-14