SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

      FOR ANNUAL AND TRANSITIONAL REPORTS UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (MARK ONE)

   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                 OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2003

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____________ TO ______________

                        COMMISSION FILE NUMBER: 000-31403

                          INTERNATIONAL SURFACING, INC.
      ---------------------------------------------------------------------
      (Exact Name of Small Business Registrant as Specified in its Charter)

          DELAWARE                                      52-2257557
--------------------------------           -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                        5 Erie Street, Garfield, NJ 07026
      ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (973) 253-6131
 ------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

              Securities Registered Under Section 12(B) Of The Act:

                                      None

         Securities Registered Under Section 12(G) of the Exchange Act:

                                (Title Of Class)
                         Common Stock, Par Value $0.001

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

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [__]

         The Registrant's Common Stock is not traded on any market at the date
of this report.

         On December 31, 2003 the Registrant had outstanding 26, 770, 280 shares
of Common Stock, $0.001 par value.

         The Registrant's revenues for the year ended December 31, 2003 were $0.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                   SEE ITEM 13
<PAGE>
                                TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                       FISCAL YEAR ENDED DECEMBER 31, 2003

                          INTERNATIONAL SURFACING, INC.

    ITEM
                                                                           PAGE
    PART I

1.  Description of Business                                                  3
2.  Description of Properties                                                4
3.  Legal Proceedings                                                        4
4.  Submission of Matters to a Vote of Security Holders                      4

    PART II

5.  Market for Common Equity and Related Stockholder Matters                 5
6.  Management's Discussion and Analysis                                     5
7.  Financial Statements                                                     9
8.  Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosures                                                    9

    PART III

9.  Directors, Executive Officers, Promoters and Control Persons            10
10. Executive Compensation                                                  12
11. Security Ownership of Certain Beneficial Owners and Management          13
12. Certain Relationships and Related Transactions                          14
13. Exhibits and Reports on Form 8-K                                        14
14. Controls and Procedures                                                 15
15. Financial Statements with Footnotes                                     16

    Signatures                                                              26

Exhibits

31.1 Certifications
32.1 Certifications


                                       2
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                     PART 1

ITEM 1. - DESCRIPTION OF BUSINESS

GENERAL

         International Surfacing, Inc. (referred to herein as "ISI" or "The
Company") was founded to develop, manufacture, market and distribute unique
rubber horseshoes and related services. We recognized an opportunity to develop
a product that will take less of a toll on the legs of horses as compared to
conventional iron or aluminum shoes. The Company's initial target markets are
the horseracing and equestrian industries. Management believes that the product
can be utilized throughout the equine world. After the StealthShoe(TM) becomes
established in the horseracing industry, the Company intends to broaden its
market to include shoes for horses used in an urban setting, such as police
horses and carriage horses, shoes for therapeutic purposes for lame horses and
shoes for the general horse owner market.

         After three years of research and development by its founder, Samuel M.
Serritella, the Company has tested the Product in actual racing conditions, with
favorable results. The Company is moving to increase its pool of research
subjects to study the strength and wear characteristics of the Product. Through
its ongoing research and development, ISI expects to continue to improve the
Products and eventually move into commercial production. To date, the Company
has given the prototypes of the StealthShoe(TM) to certain horse trainers in the
New York City Metropolitan area in return for test data and reports from users.
The test subjects have been trotters and pacers trained and raced in the New
York City area. Currently, fifty horses are using the StealthShoe(TM) in racing
and training conditions.

         The Company's new horseshoe consists of two layers of material, bonded
together by utilizing a proprietary bonding process. The shoe has an aluminum
substrate and an outer face of tire-grade rubber. The Company believes that the
rubber layer protects the horse's legs by cushioning the impact of each step.

         Over the next twelve months, ISI intends to complete research and
testing and rollout its first commercial Product at racetracks and training
stables in the eastern United States. ISI intends to continually update and
refine its Product and services to increase customer satisfaction. Although ISI
intends to continually update and refine its Product and services to increase
customer satisfaction, ISI does not need additional research and development to
sell its existing Product. See, "Plan of Operations."

         There are two distinct markets for ISI's Product. The first consists of
owners and trainers of professional racehorses, which is the market on which the
Company is now focused. In the near future, the Company intends to market its
Product to general horse owners and veterinarians as a therapeutic shoe for
lamehorses. After the StealthShoe(TM) becomes established in the horseracing
industry, the Company intends to broaden its market to include shoes for horses
used in an urban setting, such as police horses and carriage horses, shoes for
therapeutic purposes for lame horses and shoes for the general horse owner
market.

         ISI has four (4) full time employees.


                                       3
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                     PART 1

ITEM 2.  DESCRIPTION OF PROPERTIES

         ISI occupies 3,100 square feet at 5 Erie Street, Garfield, NJ 07026, on
a month to month basis which is used as its executive offices and as a prototype
manufacturing plant. The annual rental cost for 2003 was $30,000.

ITEM 3.  LEGAL PROCEEDINGS

         As of the date hereof, the Company is not a party to any legal
proceedings, and none are known to be contemplated against the Company.

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

         No matters were submitted to a vote of security holders during the
fiscal year ended December 31, 2003.


                                       4
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         The Company's Common Stock is not quoted or traded on any securities
exchange or automated electronic securities trading system. There is currently
no established market for such shares; and there can be no assurance that any
such market will ever develop or be maintained. Any market price for shares of
Common Stock of the Company is likely to be very volatile, and numerous factors
beyond the control of the Company may have a significant effect. In addition,
the over the counter stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations that have often been unrelated
to the operating performance of companies listed on such exchanges. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also have
an adverse effect on any market that may develop.

         The Company has never declared or paid cash dividends on its Common
Stock. The Company currently intends to retain cash earnings, if any, to support
expansion, and does not anticipate paying any cash dividends for the foreseeable
future. Should the Company ever produce sufficient earnings from operations, its
Board of Directors, after taking into account its earnings, capital
requirements, financial condition and other factors, has the discretion to
declare and distribute cash dividends to its stockholders.

ITEM 6.  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

         The Company has defined a critical accounting policy as one that is
both important to the portrayal of the Company's financial condition and results
of operations and requires the management of the Company to make difficult,
subjective or complex judgments. Estimates and assumptions about future events
and their effects cannot be perceived with certainty. The Company bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments.

         These estimates may change as new events occur, as more experience is
acquired, as additional information is obtained and as the Company's operating
environment changes. We have identified the policies below as critical to our
business operations and the understanding of our Plan of Operations.

         In the ordinary course of business, we have made a number of estimates
and assumptions relating to the reporting of results of operations and financial
condition in the preparation of our financial statements in conformity with
generally accepted accounting principles. Actual results could differ
significantly from those estimates under different assumptions and conditions.


                                       5
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                     PART II

ITEM 6.  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            (CONTINUED)

CRITICAL ACCOUNTING POLICIES (CONTINUED)

         We believe that the following discussion addresses our most critical
accounting policies, which are those that are most important to the portrayal of
our financial condition and results of operations and require our most
difficult, subjective, and complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.

EQUIPMENT

         Equipment is recorded at cost, less accumulated depreciation.
Depreciation expense is provided on a straight-line basis, using estimated
useful lives of 3 years for equipment. The costs of improvements on leased
property are capitalized as leasehold Improvements and are amortized on a
straight-line basis using an estimated useful life of 3 years, which represents
the applicable lease period, plus any renewal periods, which are expected to be
exercised. Routine maintenance and repairs are charged to expense as incurred.
Major replacements and improvements are capitalized. When assets are sold or
retired, the related cost and accumulated depreciation are removed from the
accounts and gains or losses from dispositions are credited or charged to
income.

INCOME TAXES

         The Company follows the asset and liability method of accounting for
income taxes. Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized as income in the period that included the enactment date. Deferred
tax assets resulting principally from operating losses have not been recognized.

ESTIMATES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management. The respective
carrying value of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments included accrued expenses, and
other current liabilities. Fair values were assumed to approximate carrying
values for these financial instruments since they are short-term in nature or
they were payable on demand.


                                       6
<PAGE>
                          INTERNATIONAL SURFACING, INC.

                                     PART II

ITEM 6.  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            (CONTINUED)

CRITICAL ACCOUNTING POLICIES (CONTINUED)

GOING CONCERN UNCERTAINTIES

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has experienced operating
losses and negative cash flows since inception. The Company's continued
existence is dependent upon its ability to generate operating revenues and/or
obtain additional equity or debt financing.

PLAN OF OPERATIONS

OVERVIEW

         ISI was founded to develop, manufacture, market and distribute unique
rubber horseshoes and related services. The Company recognized an opportunity to
develop a product that will take less of a toll on the legs of horses as
compared to conventional iron or aluminum shoes. The Company's initial target
markets are the horseracing and equestrian industries. Management believes that
the Product can be utilized throughout the equine world. After the
StealthShoe(TM) becomes established in the horseracing industry, the Company
intends to broaden its market to include shoes for horses used in an urban
setting, such as police horses and carriage horses, shoes for therapeutic
purposes for lame horses and shoes for the general horse owner market.

         After two years of research and development by ISI's founders, the
Company has tested its StealthShoe(TM) Product in actual racing conditions, with
favorable results. The Company is moving to increase its pool of research
subjects to study the strength and wear characteristics of its Product. Through
its ongoing research and development, ISI expects to continue to improve its
Products and eventually move into commercial production. To date, the Company
has given its Product to certain horse trainers in the New York City
Metropolitan area in return for test data and reports from users. The test
subjects have been trotters and pacers trained and raced in the New York City
area. Currently, fifty horses are using the StealthShoe(TM) in training and
racing conditions.

         The Company's Product consists of two layers of material, bonded in a
Proprietary way. The StealthShoe(TM) has an aluminum substrate and an outer face
of tire-grade rubber. The Company believes that the rubber layer protects the
horse's legs by cushioning the impact of each step.

         Over the next twelve months, ISI intends to complete research and
testing and rollout its first commercial Product at racetracks in the eastern
United States. ISI intends to continually update and refine its Products and
Services to increase customer satisfaction.


                                       7
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                     PART II

ITEM 6.  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2003, ISI had cash resources of approximately $2,711, with
currently due expenses of $218,469, including normal trade payables. Of these
expenses, approximately $165,250 consists of accrued but unpaid salaries that
will be converted to shares of Common Stock upon any subsequent registration of
an offering to sell its shares. Based on the Company's existing expenses, it
will need to raise approximately $450,000 in new capital to fund six months of
operations if ISI generated no revenues from operations.

The Company anticipates that its operating requirements for the forthcoming six
months to be as follows:

     $150,000 to fund start-up costs of production and facility operating costs.
     $150,000 to purchase 30 forging dies at a cost of $5,000 each to enable
           the Company to produce a variety of horseshoe sizes.
     $150,000 to purchase a gluing system to dispense glue in a uniform and
           consistent pattern.

         Unless the Company is able to attract capital through the sale of
shares of its stock by means of a public offering, it will be unable to meet
foregoing costs. Assuming the Company is successful in the sale of its stock, it
intends to make a considerable expansion of its operations ISI will need to hire
additional administrative and customer service personnel as part of this
expansion.

         The Company has significant capital needs, which to date it has met
through private sales of its debt securities and promissory notes. It will
continue to need substantial infusions of capital, which it expects to continue
to fund primarily from a public offering of its equity or debt securities.

INCOME TAXES

         There is no current or deferred tax expense for the period from January
1, 2003 to December 31, 2003 due to net losses from operations by the Company.

NET LOSS

         The Company has incurred net losses in the aggregate of $548,672 since
its inception. The net loss for the year ended December 31, 2002 was $78,307.
The net loss for the year ended December 31, 2003 was $470,365. The net loss
consists of general and administrative expenses and research and development
expenses. It is anticipated that these expenses will increase in 2004, as the
Company hires additional personnel. To the extent that the Company is unable to
secure additional external financing, and/or generate cash revenue from
operations, the results and the ability of the Company to continue as an ongoing
concern may be materially adversely affected.


                                       8
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                     PART II

ITEM 6.  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            (CONTINUED)

CAPITAL EXPENDITURES

The Company requires funding primarily for computer hardware and software,
research and development, prototypes, furniture, fixtures and equipment and
general working capital needs. Substantially all of the Company's capital
expenditures have been paid for by our principal stockholders or the sale of
convertible debt securities.

MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURES

The Company had no material commitments budgeted for 2004.

ITEM 7.  FINANCIAL STATEMENTS

The Company is filing the following reports, financial statements and notes to
financial statements with this Annual Report. These reports may be found
following Part III of this Annual Report.

Audited Financial Statements for the Year Ending December 31, 2003 and December
31, 2002, with related reports of auditors and accompanying notes to financial
statements.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLCOSURES

The Company's former accountants Tedder, James, Worden & Associates, P.A.
("Tedder") resigned on March 22, 2004. Tedder's report on the financial
statements for 2002 and the interim reporting for 2003 did not contain an
adverse opinion or disclaimer of opinion, or was modified as to uncertainty,
audit, scope, or accounting principles. The decision to change accountants was
approved by the audit committee. There were no disagreements with Tedder or any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. The reports issued by Tedder did raise certain
doubts regarding the Company's ability to continue as a going concern.

See letter annexed hereto as Exhibit 8(a).


                                       9
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
         WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers of ISI are as follows:

                             Director or
             Name      Age   Officer Since          Position(s)
             ----      ---   --------------       -----------
Samuel M. Serritella   59        2002        President, Chief Executive Officer,
                                             Chief Financial Officer
                                             Chairman of the Board
Gary Kouletas          28        2002        Vice President
Louis Paulucci         40        2002        Vice President
Michael Luterzo        44        2002        Director, member of the
                                             Compensation Committee and the
                                             Audit Committee
Russell Frantz         62        2002        Director, member of the
                                             Compensation Committee
Richard Ciarletta      39        2002        Director, member of the
                                             Audit Committee
Thomas R. Miller       66        2002        Director
Andrew Aboyoun         40        2002        Resigned as a Director and
                                             Secretary of the Company
                                             effective June 24, 2004

         The above listed directors will serve until the next annual meeting of
the stockholders or until their death, resignation, retirement, removal, or
disqualification, and until their successors have been duly elected and
qualified. Our executive officers serve at the discretion of the Board of
Directors. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of ISI serve at the will of the Board
of Directors. There are no agreements or understandings for any officer or
director to resign at the request of another person and no officer or director
is acting on behalf of or will act at the direction of any other person. There
is no family relationship between any executive officer and director of ISI.

BOARD COMMITTEES

         The Board of Directors has established a Compensation Committee
consisting of Messrs Frantz and Luterzo and an Audit committee whose members are
Messrs. Serritella, Luterzo and Ciarletta.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No members of the Compensation  Committee serve on any other boards with any of
the Company's officers or directors.


                                       10
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT. (Continued)

DIRECTOR COMPENSATION

The Company's directors do not receive any cash or other compensation for their
service as members of the Board of Directors, although they are reimbursed for
travel and lodging expenses in connection with attendance at Board meetings.
Members of the Compensation Committee will be automatically granted options to
purchase 25,000 shares of Company Common Stock each year at the first Board of
Directors meeting each calendar year they serve on the Compensation Committee
under the Company's 2003 Non-Employee Director Stock Option Plan. These options
have a ten-year term and are exercisable at an exercise price of 100% of the
fair market value on the date of grant.

Members of the Compensation Committee are not eligible to receive options under
the Company's 2003 Stock Option Plan, described below.

Compliance with Section 16. The Company's officers, directors and 5% or greater
stockholders have filed all reports necessary under Section 16, but such reports
were not timely filed.

Certain Relationships and Related Transactions

         None

SIGNIFICANT EMPLOYEES

         We rely on our Board of Directors, Executive Officers, and all of our
employees to further the development of our business.

Family Relationships

There are no family relationships.

Involvement in certain legal procedures

None.

CODE OF ETHICS

         The Company has not adopted a Code of Ethics as of the date of this
report. Resources and time necessary to adopt written standards reasonably
designed to deter wrongdoing have not been available as of the date of this
report. The Company plans to engage a consultant to assist in drafting of a Code
of Ethics.


                                       11
<PAGE>


                          INTERNATIONAL SURFACING, INC.

                                    PART III

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth the  compensation  received for services
rendered by the  Company's  officers  during the fiscal year ended  December 31,
2003.

SUMMARY COMPENSATION TABLE


                                    Annual
                                 Compensation
                                   Salary($)
                                   Bonus($)       Other Annual        All Other
 Name and Position      Year     Compensation     Compensation         Awards
---------------------  -------  ---------------  ---------------   ------------

Samuel M. Serritella     2003        $74,094          $0                 $0
President & CEO

Gary Kouletas            2003        $36,200          $0                 $0
Vice President

Louis Paulucci           2003        $35,900          $0                 $0
Vice President


         ISI did not pay to officer any compensation intended to serve as
incentive for performance to occur over a period longer than one year pursuant
to a long-term incentive plan in the year ended December 31, 2003

         ISI does not have any defined benefit or actuarial plan with respect to
our Chief Executive Officer or any executive officer under which benefits are
determined primarily by final compensation and years of service.

2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         On May 22, 2003, the Board of Director's approved the 2003 Non-Employee
Director Stock Option Plan. Under this Plan, on the first business day of each
year following adoption of the Plan, each non-employee director who serves on
the Compensation Committee of the Board receives an automatic grant of options
to purchase 25,000 shares of Common Stock at the fair market value on the date
of grant. Options granted under this Plan have a life of ten years from the date
of grant. The Plan may grant a maximum of options to purchase 500,000 shares of
Common Stock over the life of the Plan. The Board has requested that the
Company's stockholders ratify the Plan at the next meeting of stockholders. No
grants under this Plan will vest until the stockholders have approved the Plan.


                                       12
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                    PART III

ITEM 10.  EXECUTIVE COMPENSATION (CONTINUED)

       2003 STOCK OPTION PLAN

         On May 22, 2003, the Board of Director's approved the 2003 Stock Option
Plan. Under the terms of this Plan, all directors (except members of the
Compensation Committee), officers, employees and consultants of the Company are
eligible to receive grants of options, subject to the discretion of the
Compensation Committee, which sets the exercise price, term and number of shares
subject to options under the Plan. The Plan provides for both incentive (ISO's)
and non-incentive stock options (NSO's). ISO's may have a term of no more than
ten years and the exercise price must be no less than the fair market value of
the Common Stock on the date of grant; except that in some cases the exercise
price must be 110% of fair market value on the date of grant. The Plan may grant
a maximum of options to purchase 5,000,000 shares of Common stock over the life
of the Plan. The Board has requested that the Company's stockholders ratify the
Plan at the next meeting of stockholders. No grants under this Plan will vest
until the stockholders have approved the Plan.

COMPENSATION OF DIRECTORS

         The Company does not pay cash compensation to directors. During 2003,
independent directors were not compensated; however, officers that were also
directors were compensated as described in the Summary Compensation Table.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

Security  Ownership of Certain  Beneficial  Owners and  Management  (a) Security
Ownership of Certain Beneficial Owners and Management.

         The following table sets forth the beneficial ownership for ISI's sole
class of Common Stock beneficially owned by all directors, officers and 5% or
more holders.


  Name and Address of        Nature of Beneficial       Number of
  Beneficial Owner (1)          Ownership                 Shares       Percent
--------------------------  ------------------------  --------------------------

Samuel M. Serritella               Personal              11,926,000     45.1%
Gary Kouletas                      Personal                 500,000      1.9%
Louis Paulucci                     Personal               1,480,000      5.6%
Michael Luterzo                    Personal                  50,000      0.2%
Russell Frantz                     Personal                 250,000      1.0%
Richard Ciarletta                  Personal                 250,000      1.0%

All officers and directors As a group (6 persons)        14,456,000     54.8%



                                       13
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                    PART III

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTINS

None

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

List of Exhibits  attached or incorporated by reference  pursuant to Item 601 of
Regulation S-B.

         Where so indicated by footnote, exhibits, which were previously filed,
are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parentheses.

INDEX TO EXHIBITS

Exhibit
Number            Description
-------           -----------
3.                Articles of Incorporation and Bylaws

3.1               Articles of Incorporation of International Surfacing, Inc.
                  (Incorporated by reference from exhibit 2.1 to Form SB-2 filed
                  on May 24, 2003)

3.2               By-Laws of International Surfacing, Inc. (Incorporated by
                  reference from exhibit 2.2 to Form SB-2 filed on May 24, 2003)

4.                Instruments Defining the Rights of Security Holders

4.1               See Exhibit 3.1 "Articles of Incorporation" (Incorporated by
                  reference from exhibit 2.1 to Form SB-2 filed on May 24, 2003)

5.                Voting Trust Agreement
                  None


10.               8K Filings Incorporated Herein by Reference.

10.1              Name change to "International Surfacing, Inc." filed July 10,
                  2003.

10.2              Changes in Control of Registrant incorporated by reference to
                  Exhibit 10.2 on Form 8-K filed July 10, 2003.

31.1              Certification of Chief Executive Officer and Chief Financial
                  Officer

32.1              Certification of Chief Executive Officer and Chief Financial
                  Officer


                                       14
<PAGE>

                          INTERNATIONAL SURFACING, INC.

                                    PART III


ITEM 14.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our disclosure controls and procedures as
defined in Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934
within 90 days of the filing date of this report. Based on their evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that the design
and operation of our disclosure controls and procedures were effective as of the
date of the evaluation.

         There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in the preceding paragraph.


                                       15
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                December 31, 2003

                                Table of Contents

                                                                           Page
                                                                          Number
                                                                          ------
Independent Auditors' Report for the Year Ended December 31, 2003           17

Independent Auditors' Report for the Year Ended December 31, 2002           18

Financial Statements:

      Balance Sheet                                                         19

      Statement of Operations                                               20

      Statement of Stockholders' Deficit                                    21

      Statement of Cash Flows                                               22


Notes to Financial Statements                                               23


                                       16
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To The Board of Directors
International Surfacing, Inc.:

We have audited the accompanying balance sheet of International Surfacing, Inc.
(A Developmental Stage Company), (the "Company") as of December 31, 2003, and
the related statements of operations, stockholders' deficit, and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Surfacing, Inc.
and subsidiary as of December 31, 2003, and the results of their operations and
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
International Surfacing, Inc. will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company's cumulative losses during the
development period, and the need to obtain substantial additional funding to
complete its development raises substantial doubt about their ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The financial statements for the year ended December 31, 2002 were audited by
another independent auditor whose report dated April 14, 2003, expressed an
unqualified opinion on those statements, except as to Note 1A which was as of
April 7, 2004. Additionally, the report raised certain doubts regarding the
Company's ability to continue as a going concern.



                                                     Jerome Rosenberg, CPA, P.C
                                                            April 8, 2004

                                       17
<PAGE>

                          Independent Auditor's Report
                          ----------------------------


To the Board of Directors
     International Surfacing, Inc.:


We have audited the accompanying balance sheet of International Surfacing, Inc.
(a development stage company) (the "Company") as of December 31, 2002, and the
related statements of operations, stockholders' deficit, and cash flows for the
year then ended and the cumulative development stage from January 1, 2002 to
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Surfacing, Inc.
as of December 31, 2002, and the results of its operations and cash flows for
the year then ended and the cumulative development stage from January 1, 2002 to
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that
International Surfacing, Inc. will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company's cumulative losses during the
development period, and the need to obtain substantial additional funding to
complete its development raises substantial doubt about their ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ TEDDER, JAMES, WORDEN & ASSOCIATES, P.A.

Orlando, Florida
April 14, 2003, except as to Note 1A, which is as of
   April 7, 2004


                                       18
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                                 BALANCE SHEETS

                        As of December 31, 2003 and 2002



                                                                    Restated
                                                                  See Note 1a

                                      ASSETS           2003           2002
                                                     --------       --------
Current Assets:
Cash                                                 $  2,711       $   --
Loans receivable                                        2,500           --
                                                     --------       --------
        Total current assets                            5,211           --

Equipment less accumulated depreciation
  of $4,125 at December 31, 2003 and
  $188 at December 31, 2002                            12,733          8,319
Security deposits                                       5,000          5,000
                                                     --------       --------
           Total assets                              $ 22,944       $ 13,319
                                                     ========       ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
      Accounts payable                               $ 29,114       $   --
      Bank overdraft                                     --            3,102
      Accrued expenses                                165,250         49,964
      Due to officer                                   24,105           --
                                                     --------       --------
          Total current liabilities                   218,469         53,066
                                                     --------       --------
 Stockholders' deficit:
      Preferred stock, par value $.0001,
        per share; authorized 20,000,000
        shares, none issued and outstanding

      Common stock, par value $.0001, per share;
        100,000,000 shares authorized, 26,424,080
        shares  issued and  outstanding  at
        December  31,  2003 and 25,211,200 shares
        issued and outstanding at December 31, 2002     2,642          2,521
Additional paid in capital                            350,505         36,039
Deficit accumulated during the developmental stage   (548,672)       (78,307)
                                                     --------       --------
    Total stockholders' deficit                      (195,525)       (39,747)
                                                     --------       --------
   Total liabilities and stockholders' deficit       $ 22,944       $ 13,319
                                                     ========       ========


               See accompanying notes to the financial statements

                                       19
<PAGE>



                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF OPERATIONS

                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                 Restated
                                                                                 Note 1a
                                                           Year ended           Year ended            Cumulative
                                                          December 31,          December 31,          Development
                                                              2003                  2002                 Stage
                                                          ------------          ------------          ------------
<S>                                                       <C>                   <C>                   <C>
Expenses:
General and administrative                                $    466,240          $     78,119          $    544,359
Depreciation                                                     4,125                   188                 4,313
                                                          ------------          ------------          ------------

Total expenses                                                 470,365                78,307               548,672
                                                          ------------          ------------          ------------

Net loss                                                  $   (470,365)         $    (78,307)         $   (548,672)
                                                          ============          ============          ============

Basic and fully diluted loss per common share             $      (.018)         $      (.003)
                                                          ============          ============

Weighted average number of shares outstanding               25,660,860            25,211,200
                                                          ============          ============
</TABLE>

               See accompanying notes to the financial statements

                                       20
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                     Additional                     Total
                                                              Common Stock            Paid-in     Accumulated    Stockholders'
                                                           Shares        Amount       Capital        Deficit        Equity
                                                         ----------    ----------    ----------     ----------     ----------
<S>                                                      <C>           <C>           <C>            <C>            <C>
Balances at January 1, 2002                                    --      $     --      $     --       $     --       $     --

Sale of common stock                                          1,200           760          --             --              760

Exchange of shares with wholly owned subsidiary          24,998,800         1,740       (16,740)          --          (16,740)

Amount received for convertible debentures                  211,200            21        52,779           --           52,800

Net loss for the year ended December 31, 2002                  --            --            --          (78,307)       (78,307)
                                                         ----------    ----------    ----------     ----------     ----------

Balances at December 31, 2002                            25,211,200         2,521        36,039        (78,307)       (39,747)
                                                         ----------    ----------    ----------     ----------     ----------

Sale of common stock                                      1,212,880           121       314,466           --          314,587

Net loss for the year ended December 31, 2003                  --            --            --         (470,365)      (470,365)
                                                         ----------    ----------    ----------     ----------     ----------
Balances at December 31, 2003                            26,424,080    $    2,642    $  350,505     $ (548,672)    $ (195,525)
                                                         ==========    ==========    ==========     ==========     ==========
</TABLE>

See Note 1a for  restatement of additional  paid-in capital and net loss for the
year ended December 31, 2002.


              See accompanying notes to the financial statements


                                       21
<PAGE>
30


                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                              Restated
                                                                               Note 1a

                                                              Year ended      Year ended        Cumulative
                                                              December 31,    December 31,      Development
                                                                  2003            2002             Stage
                                                               ---------        ---------        ---------
<S>                                                            <C>              <C>              <C>
Cash flows from operating activities:
Net loss                                                       $(470,365)       $ (78,307)       $(548,672)
Adjustments to reconcile net loss to net
    cash used in by operating activities:
        Depreciation                                               4,125              188            4,313

Changes in assets and liabilities:
        (Increase) in loans receivable                            (2,500)            --             (2,500)
        Security deposits                                           --             (5,000)          (5,000)
        (Decrease) in bank overdraft                              (3,102)           3,102             --
        Increase in accounts payable                              29,114             --             29,114
        Increase in accrued expenses                             115,286           49,964          165,250
        Increase in due to officer                                24,105             --             24,105
                                                               ---------        ---------        ---------

Net cash used in operating activities                           (303,337)         (30,053)        (333,390)
Cash flows from investing activities:
        Payment made in connection with recapitalization            --            (15,000)         (15,000)
        Purchase of equipment                                     (8,539)          (8,507)         (17,046)
                                                               ---------        ---------        ---------

Net cash used in investing activities                             (8,539)         (23,507)         (32,046)

Cash flows from financing activities:
        Issuance of common stock                                     121              760              881
        Paid in capital                                          314,466             --            314,466
        Amount received from convertible notes                      --             52,800           52,800
                                                               ---------        ---------        ---------

Net cash provided by financing activities                        314,587           53,560          368,147
                                                               ---------        ---------        ---------

Net increase in cash                                               2,711             --              2,711
Cash at beginning of period                                         --               --               --
                                                               ---------        ---------        ---------
Cash at end of period                                          $   2,711        $    --          $   2,711
                                                               =========        =========        =========
</TABLE>


               See accompanying notes to the financial statements


                                       22
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                           NOTES FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2003 and 2002

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A)    CORPORATE ORGANIZATION

         Harmonica Acquisition Corporation. a Delaware corporation ("the
Company") was formed on January 9, 1998, but did not conduct any operating
activities nor generate any revenues and was dormant until January 2002.

         The Company was founded to develop, manufacture, market and distribute
rubber horseshoes and related products. The Company's initial target markets are
the horse racing and equestrian industries. Management believes that the product
can be utilized throughout the equine world.

         In December 2002, International Surfacing Inc. purchased all of the
outstanding common stock of the Company for $15,000 in a transaction deemed to
be a recapitalization. As a part of the overall transaction, International
Surfacing Inc., exchanged its common shares of the Company for its own common
shares through an exchange agreement with its shareholder, and the Company
subsequently changed its name to International Surfacing Inc. The Company
previously accounted for the loss on the acquisition as an impairment loss. The
accompanying financial statements have been restated to treat the loss on the
acquisition as a reduction of paid-in capital; and the acquisition as a
recapitalization.

         The Company has 20,000,000 shares of preferred stock authorized with a
par value of $.0001 and 100,000,000 shares of common stock authorized with a par
value of $.0001. There are no shares of preferred stock that have been issued.

    (B) EQUIPMENT

         Equipment is recorded at cost, less accumulated depreciation.
Depreciation expense is provided on a straight-line basis, using estimated
useful lives of 3 years for equipment. The costs of improvements on leased
property are capitalized as leasehold Improvements and are amortized on a
straight-line basis using an estimated useful life of 3 years, which represents
the applicable lease period, plus any renewal periods, which are expected to be
exercised. Routine maintenance and repairs are charged to expense as incurred.
Major replacements and improvements are capitalized. When assets are sold or
retired, the related cost and accumulated depreciation are removed from the
accounts and gains or losses from dispositions are credited or charged to
income.


                                       23
<PAGE>

                          INTERNATONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2003 and 2002

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       (C) INCOME TAXES

         The Company follows the asset and liability method of accounting for
income taxes. Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized as income in the period that included the enactment date. Deferred
tax assets resulting principally from operating losses have not been recognized.

       (D) ESTIMATES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

       (E) FAIR VALUE OF FINANCIAL INSTRUMENTS

         Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management. The respective
carrying value of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments included accrued expenses, and
other current liabilities. Fair values were assumed to approximate carrying
values for these financial instruments since they are short-term in nature or
they were payable on demand.

(2) BASIS OF PRESENTATION AND GOING CONCERN

         At December 31, 2003, the Company has a stockholders' deficit of
$195,525 and has significant capital needs, which to date has been met through
private sales of its equity. The Company will continue to need substantial
infusions of capital, which it expects to continue to fund primarily from
private sales of its equity and loans, or by a public offering of its equity or
debt securities.


                                       24
<PAGE>
                          INTERNATONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2003 and 2002

(3)    RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("FAS 141") and FAS 142, "Goodwill and Other Intangible Assets." FAS 141
requires all business combinations initiated after June 30, 2001 be accounted
for under the purchase method of accounting. FAS 141 also specifies the types of
acquired intangible assets that are required to be recognized and reported
separately from goodwill and those acquired intangible assets that are required
to be included in goodwill.

         Effective January 1, 2002, the Company adopted FAS 142 (see Note 4).

         The FASB issued FAS No. 143, "Accounting for Asset Retirement
Obligations" in August 2001. FAS 143, which will become effective for the
Company beginning in 2002, establishes accounting standards for the recognition
and measurement of asset retirement obligations and their associated asset
retirement costs. The Company does not expect the adoption of FAS 143 to have a
material impact on its consolidated results of operations and financial
position.

         The FASB issued FAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" in August 2001. FAS 144, which became effective for the
Company beginning with the first quarter of fiscal 2002, establishes a single
accounting model for long-lived assets to be disposed of by sales and also
broadens the presentation of discontinued operations to include more disposal
transactions. The adoption of FAS 144 had no impact on the consolidated results
of operations and financial position.

         In April 2002, the FASB issued FAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." FAS 145 eliminates the requirement that gains and losses from the
extinguishments of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect, and also eliminates an
inconsistency between the accounting for sale-leaseback transactions and certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions. Generally, FAS 145 is effective for transactions
occurring after May 15, 2002. The adoption of FAS 145 had no impact on the
consolidated results of operations and financial position.

         In June 2002, the FASB issued FAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." FAS 146 requires that a liability
for a cost associated with an exit or disposal activity be recognized when the
liability is incurred. FAS 146 requires that the initial measurement of
liability be at fair value. FAS 146 will become effective for the Company
beginning in the Company does not expect the adoption to have a material impact
on its consolidated results of operations and financial position.


                                       25

<PAGE>


                          INTERNATONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2003 and 2002

(4) EQUIPMENT

       Equipment consisted of the following at:

                                        Dec. 31,          Dec. 31,
                                          2003             2002
                                       --------          --------
Office equipment                       $  4,257          $  1,475
Leasehold improvements                   12,789             7,032
                                       --------          --------
                                         17,046             8,507

Less accumulated depreciation            (4,313)             (188)
                                       --------          --------

                                       $ 12,733          $  8,319
                                       ========          ========

 For the year ended December 31, 2003,  depreciation expense amounted to $4,125.
 For the year ended December 31, 2002, depreciation expense amounted to $188.

(5) COMMITMENTS

         The Company leases its administrative facilities on a month to month
         basis. The annualized rental is $30,000.

(6) SUBORDINATED DEBENTURES

       During  2002,  the  Company  received  proceeds  of $52,800  relating  to
subordinated debenture agreements. The Company received the proceeds at the same
time the  purchasers  elected to convert the  debentures to common stock at four
shares of common stock for every debenture.  The  accompanying  balance sheet at
December 31, 2002  reflected  the common  stock as being issued  pursuant to the
debentures  being  exercised  even though the common  stock was not issued until
January 2003.


                                       26
<PAGE>

                          INTERNATONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2003 and 2002

(7) LOSS PER SHARE

         Loss per common share is computed pursuant to SFAS no. 128, "Earnings
Per Share". Basic loss per share is computed as net loss available to common
shareholders divided by the weighted average number of common shares outstanding
for the period. Diluted loss per share reflects the potential dilution that
could occur from common shares issuable through stock options, warrants and
convertible preferred stock. Both basic loss per share and diluted loss per
share are the same since the Company's outstanding options and warrants have not
been included in the calculation because their effect would have been
anti-dilutive.

(8) SUBSEQUENT EVENTS

         In connection with a proposed filing on Form SB-2 the Company has
entered into an agreement with certain key employees to issue 661,000 shares
valued at an estimated fair value of $.25 per share for reduced salaries from
November 1, 2002 through December 31, 2003, for services rendered. The Company
recorded compensation expense of $48,107 for the year ended December 31, 2002
and $117,143 for the year ended December 31, 2003 relating to the agreements.
The compensation expense recorded is included in accrued liabilities at December
31, 2003 and December 31, 2002 in the accompanying financial statements.

         The proposed Form SB-2 filing also includes options to be issued for
1,000,000 shares of common stock exercisable at $.25 per share. The term of the
options is ten years.


                                       27
<PAGE>
SIGNATURES

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

International Surfacing, Inc.

Dated:  April 8, 2004

By:


/s/ Samuel Serritella
----------------------------------
President, Chief Executive Officer

In  accordance  with the  Exchange  Act, the report has been signed below by the
following  persons on behalf of the  Company  and in the  capacities  and on the
dates indicated.

Date:  April 8, 2004            By: /s/ Samuel Serritella
                                    -----------------------------
                                    Samuel Serritella, Director

Date:  April 8, 2004            By: /s/ Michael Luterzo
                                    -----------------------------
                                    Michael Luterzo, Director

Date:  April 8, 2004            By: /s/ Russell Frantz
                                    -----------------------------
                                    Russell Frantz, Director

Date:  April 8, 2004            By: / / Richard Ciarletta
                                    -----------------------------
                                    Richard Ciarletta, Director

Date:  April 8, 2004            By: / / Thomas R. Miller
                                    -----------------------------
                                    Thomas R. Miller, Director


                                       28