SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      Annual  Report  pursuant to Section 13 or 15(d) of the  Securities  and
         Exchange Act of 1934 For the fiscal year ended: June 30, 2003
                                       or
[  ]     Transition report pursuant to Section 13 or 15(d) of the Securities and
         Exchange Act of 1934

         For the transition period from:              to
                                          -----------    --------------

Commission file number: 0-21376

                           TECSCAN INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                           Nevada                              33-0714007
-------------------------------------------------------  -----------------------
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer
                                                          Identification Number)

3419 Via Lido, Suite 619
Newport Beach, CA                                               92663
-----------------------------------------------------    -----------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code:  (949) 729-1557
                                                 ---------------

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class           Name of each exchange on which registered
------------------------------------   -----------------------------------------
                 None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, Par Value $0.001
                              (Title of Each Class)

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-K is not 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 issuer's revenues for the year ended June 30, 2003, its most recent
fiscal year, were $19,062.


         The aggregate market value of voting and non-voting  common equity held
by  non-affiliates  of the  registrant  was  approximately  $293,615  based on a
closing  price of $1.20 on  September  30,  2003.  The  number  of shares of the
registrant's common stock outstanding as of September 30, 2003 was 8,091,805.

         DOCUMENTS INCORPORATED BY REFERENCE

None.

         Transitional Small Business Disclosure Format (check one):

         Yes _____                          No XX
                                               --



<PAGE>

                                      INDEX

                                                                         Page
                                                                         Number

                                     PART I.

Item 1.     Description of Business                                           3

Item 2.     Description of Property                                           6

Item 3.     Legal Proceedings                                                 6

Item 4.     Submission of Matters to a Vote of Security Holders               7

                                    PART II.

Item 5.     Market for the Registrant's Common Stock and Related
            Stockholder Matters                                               7

Item 6.     Management's Discussion and Analysis of Plan or Operation         8

Item 7.     Financial Statements                                             11

Item 8.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                              11

                                    PART III.

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act                11

Item 10.    Executive Compensation                                           13

Item 11.    Security Ownership of Certain Beneficial Owners and Management   13
            And Related Stockholder Matters

Item 12.    Certain Relationships and Related Transactions                   14

                                    PART IV.

Item 13.    Exhibits and Reports on Form 8-K                                 14

Item 14.    Controls and Procedures                                          14


                                       2
<PAGE>


                                     PART I.

Note Regarding Forward Looking Information

This  Annual  Report  on  Form  10-KSB   ("10-KSB")   contains   forward-looking
statements.  Such statements are not based on historical  facts and are based on
current  expectations,  including,  but not limited to, statements regarding the
company's plans for future development and the operation of its business.  Words
such as  "anticipates,"  "expects,"  "intends,"  "plans,"  "believes,"  "seeks,"
"estimates," and similar expressions identify such  forward-looking  statements.
These  statements  are not guarantees of future  performance  and are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from those  expressed  or  forecasted.  Among the factors that could
cause  actual  results  to  differ  materially  are  the  following:  a lack  of
sufficient  capital to  finance  the  company's  business  plan on  commercially
acceptable terms;  changes in labor,  equipment and capital costs; its inability
to attract strategic partners; general business and economic conditions; and the
other risk factors  described  from time to time in the company's  reports filed
with the  Securities  and Exchange  Commission  ("SEC").  You should not rely on
these forward-looking statements, which reflect only TecScan's opinion as of the
date of this  10-KSB.  The  company  does not  assume any  obligation  to revise
forward-looking  statements.  You should also carefully  review the risk factors
set forth in other reports or documents the company files from time to time with
the Securities and Exchange  Commission,  particularly the quarterly  reports on
Form 10-QSB and any current reports on Form 8-K.

ITEM 1.  DESCRIPTION OF BUSINESS

The Company

TecScan  International,  Inc. (the  "Company")  is a  development  stage company
pursuing investment,  development and distribution opportunities in the field of
biometrics.   The  Company  has  secured  a  Master  Resellers   Agreement  with
Biothentica Corporation,  a distributor of biometric identification hardware and
security  solutions  for home and  business.  Their  products  include a line of
biometric  door  locks,   computer   access  control   devices,   digital  video
surveillance and time & attendance devices. As of June 30, 2003, the Company has
not commenced any sales efforts.

Until June 10, 2003, the Company,  then known as Phoenix Media Group,  Ltd., was
pursuing  opportunities in the communications  industry.  Its principal products
and services were the development,  publication,  manufacturing, design and sale
of  books  and  toys in the  image  or  otherwise  relating  to the  trademarked
character, Manfred Moose. This business line, along with other corporate assets,
was  distributed  to  the  Company's  former  President,  Ronald  W.  Irwin,  in
settlement  of  debts  owed to him on June  10,  2003.  On  this  date,  TecScan
reentered the development stage.




                                       3
<PAGE>

Background

The  Company  was  organized  under the laws of the State of Utah on December 5,
1985 as  Bullseye  Corporation.  On June 22,  1992 the name of the  Company  was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada.  On March 25, 1994,  the Company's  name was changed to Phoenix
Media Group,  Ltd. Its authorized  capital stock is 50,000,000  shares of common
stock, par value $0.001 per share.

On June 23, 2003, TecScan effectuated a reverse one hundred-for-one  stock split
and changed its name to TecScan International, Inc.

BUSINESS STRATEGY

TecScan currently plans on raising capital to pursue investment, development and
distribution opportunities in the field of biometrics. The Company has secured a
Master Resellers Agreement ("Resellers Agreement") with Biothentica Corporation,
a distributor of biometric  identification  hardware and security  solutions for
home and  business.  Their  products  include a line of  biometric  door  locks,
computer  access  control  devices,   digital  video  surveillance  and  time  &
attendance devices.  TecScan will begin selling the products under the Resellers
Agreement  upon  securing  financing  to hire a sales  staff.  TecScan will sell
products through the hiring of qualified  salespeople with extensive contacts in
the industry.

TecScan  also  believes  that  there  are   opportunities  for  acquiring  small
biometrics  companies.  These  companies  may be resellers  of others  products,
developers  of their own  products  or  manufacturers  of  biometrics  solutions
products.  The Company is seeking out potential  targets for acquisition and may
require substantial financing in order to effectuate any acquisition.

TecScan  believes that the field of biometrics will grow immensely over the next
several years and is trying to position itself to take advantage of that growth.

INDUSTRY AND COMPETITION

Biometrics   are  automated   methods  of   recognizing  a  person  based  on  a
physiological  or behavioral  characteristic.  Among the features  measured are;
face, fingerprints,  hand geometry, handwriting, iris, retinal, vein, and voice.
Biometric  technologies  are becoming the  foundation  of an extensive  array of
highly secure identification and personal verification  solutions.  As the level
of security breaches and transaction fraud increases, the need for highly secure
identification and personal verification technologies is becoming apparent.

Biometric-based  solutions  are  able  to  provide  for  confidential  financial
transactions and personal data privacy.  The need for biometrics can be found in
federal,  state  and  local  governments,  in the  military,  and in  commercial
applications. Enterprise-wide network security infrastructures,  government IDs,
secure electronic banking,  investing and other financial  transactions,  retail
sales,  law enforcement,  and health and social services are already  benefiting
from these technologies.

                                       4
<PAGE>

Biometric-based  authentication  applications include workstation,  network, and
domain access, single sign-on, application logon, data protection, remote access
to resources,  transaction security and Web security.  Trust in these electronic
transactions is essential to the healthy growth of the global economy.  Utilized
alone or integrated with other technologies such as smart cards, encryption keys
and digital signatures,  biometrics are set to pervade nearly all aspects of the
economy and our daily lives. Utilizing biometrics for personal authentication is
becoming convenient and considerably more accurate than current methods (such as
the  utilization  of passwords or PINs).  This is because  biometrics  links the
event to a  particular  individual  (a  password or token may be used by someone
other than the authorized  user), is convenient  (nothing to carry or remember),
accurate (it provides for positive  authentication),  can provide an audit trail
and is becoming socially acceptable and inexpensive.  The field of biometrics is
a  growing  and  dynamic   industry  with  many  developers  or  technology  and
distributors of devices.  TecScan is still in a development stage and has yet to
receive  financing to enable it to move forward with its business plan.  Many of
the resellers of similar  devices to be sold by TecScan will be better  financed
with more employees and salespeople than TecScan.  These factors could potential
leave TecScan with a competitive disadvantage.

EMPLOYEES

TecScan currently has one part-time employee. The Company's President is working
on a  part-time  basis  with a team of  consultants  to move  forward  with  the
Company's business plan.

RESEARCH AND DEVELOPMENT

TecScan  has not  expended  any capital on  research  or  development  since its
inception.

INTELLECTUAL PROPERTY

TecScan does not own the rights to any intellectual property,  including patents
or trademarks.

OPERATING LOSSES

The Company has  incurred  net losses of $427,765 for the fiscal year ended June
30,  2003.  Such  operating  losses  include the  discontinued  operations.  The
Company's  operations are subject to numerous risks associated with establishing
any new business, including unforeseen expenses, delays and complications. There
can be no  assurance  that  the  Company  will  achieve  or  sustain  profitable
operations or that it will be able to remain in business.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

TecScan has yet to generate  revenues in its  biometrics  business.  The Company
expects  that it will be required to seek  additional  financing  in the future.
There  can be no  assurance  that such  financing  will be  available  at all or
available on terms acceptable to the Company.

                                       5
<PAGE>

GOVERNMENT REGULATION

The Company is subject to all pertinent Federal,  State and Local laws governing
its business.  The Company is subject to licensing and regulation by a number of
authorities in its State or municipality.

RISK OF LOW-PRICED STOCKS

Rules 15g-1 through 15g-9 promulgated under the Securities  Exchange Act of 1934
(the  "Exchange  Act") impose  sales  practice and  disclosure  requirements  on
certain  brokers  and dealers who engage in certain  transactions  involving  "a
penny stock."

Currently,  the Company's  Common Stock is considered a penny stock for purposes
of the Exchange Act. The additional  sales practice and disclosure  requirements
imposed on certain  brokers and dealers  could impede the sale of the  Company's
Common Stock in the secondary market. In addition,  the market liquidity for the
Company's  securities  may be  severely  adversely  affected,  with  concomitant
adverse effects on the price of the Company's securities.

Under the penny stock  regulations,  a broker or dealer  selling  penny stock to
anyone other than an established customer or "accredited  investor"  (generally,
an individual with net worth in excess of $1,000,000 or annual incomes exceeding
$200,000,  or  $300,000  together  with his or her  spouse)  must make a special
suitability  determination  for the purchaser  and must receive the  purchaser's
written consent to the transaction prior to sale, unless the broker or dealer or
the transaction is otherwise  exempt.  In addition,  the penny stock regulations
require the broker or dealer to deliver,  prior to any  transaction  involving a
penny  stock,  a disclosure  schedule  prepared by the  Securities  and Exchange
Commission (the "SEC") relating to the penny stock market,  unless the broker or
dealer  or the  transaction  is  otherwise  exempt.  A broker  or dealer is also
required  to  disclose  commissions  payable  to the  broker or  dealer  and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition,  a broker or dealer is required to send monthly statements  disclosing
recent  price  information  with respect to the penny stock held in a customer's
account and information with respect to the limited market in penny stocks.



ITEM 2.  DESCRIPTION OF PROPERTY

TecScan currently does not lease any office space. The Company uses the personal
office space of the President that is provided to TecScan free of rent.


ITEM 3.  LEGAL PROCEEDINGS.

TecScan is a party to one legal proceeding.

TecScan was delinquent on approximately  $1,700 in condominium  association dues
on a property  previously owned by the Company.  The property was distributed to
the former President of the Company in June of 2003. The condominium association
has  filed a  lawsuit  to  collect  the  past due  fees.  The  Company  has made
reasonable  settlement  offers of up to $3,500  which  have been  refused by the
association. The matter is scheduled to be litigated.

                                       6
<PAGE>

ITEM 4.           Submission of Matters to a Vote of Security Holders.

None.



                                    PART II.

ITEM 5.         Market for the Registrant's Common Stock and Related Stockholder
-------         Matters.

TecScan's  common stock has been traded on the  Over-the-Counter  Bulletin Board
under the ticker  symbol  "TSCN"  since June 23,  2003.  Prior to June 23, 2003,
TecScan's common stock traded under the symbol "PXMG." The range of high and low
bid information as set forth below for the shares of the company's stock for the
last two complete  fiscal years are  approximations,  as reported by Nasdaq.com.
Such quotations  represent prices between dealers, do not include retail markup,
markdown  or  commission,   and  do  not  represent  actual  transactions.   The
information  has been adjusted for the one  hundred-for-one  reverse stock split
effectuated by the company on June 23, 2003.

Year Ended June 30, 2003                             High              Low

Fourth Quarter - April 1 to June 30, 2003             $8.00            $2.50
Third Quarter   - Jan. 1 to Mar. 31, 2003            $15.00            $3.00
Second Quarter - Oct. 1 to Dec. 31, 2002             $15.00            $3.00
First Quarter - July 1 to Sept. 30, 2002             $21.00            $2.00

Year Ended June 30, 2002                             High              Low

Fourth Quarter - April 1 to June 30, 2002             $8.00            $2.00
Third Quarter   - Jan. 1 to Mar. 31, 2002              8.00             4.00
Second Quarter - Oct. 1 to Dec. 31, 2001              11.00             4.00
First Quarter - July 1 to Sept. 30, 2001              24.00            10.00

As of October 8, 2003,  TecScan had  approximately  923  shareholders of record,
including  nominees and brokers holding street accounts.  As of October 8, 2003,
the last sale price for  TecScan's  common stock on the OTC  Bulletin  Board was
$1.20 per share.

TecScan  has  never  paid  cash  dividends  on its  common  stock  and  does not
anticipate that it will pay dividends in the foreseeable future. TecScan intends
to continue to retain any earnings to expand and develop its business.


                                       7
<PAGE>

Registrar and Transfer Agent

The  company's  registrar  and  transfer  agent is Interwest  Transfer  Company,
located at 1981 East Murray Holladay Road, Salt Lake City, Utah 84117; where its
telephone number is (801) 272-9294.

Recent Sales of Unregistered Securities

TecScan made the following  sales of unregistered  securities  during the fiscal
year ended June 30, 2003:

Common Stock

(a)           In November 2002, TecScan issued 250 reverse split adjusted shares
              (25,000 shares of pre-reverse  split shares) of restricted  common
              stock to one individual for  consulting  services  rendered to the
              Company.  The total value of the services  rendered was $12.00, or
              $0.12 per  post-reverse  split  share.  The Company  relied on the
              exemption  under  Section 4(2) of the  Securities  Act of 1933, as
              amended.
(b)           In May 2003,  TecScan issued 6,000 reverse split  adjusted  shares
              (600,000 shares of pre-reverse  split shares) of restricted common
              stock to Mary E. Blake for  consulting  services  rendered  to the
              Company.  The total value of the services  rendered was $1.00,  or
              $0.01 per  post-reverse  split  share.  The Company  relied on the
              exemption  under  Section 4(2) of the  Securities  Act of 1933, as
              amended.
(c)           In May 2003,  TecScan issued 5,600 reverse split  adjusted  shares
              (560,000 shares of pre-reverse  split shares) of restricted common
              stock to one individual for  consulting  services  rendered to the
              Company.  The total value of the services  rendered was $1.00,  or
              $0.01 per  post-reverse  split  share.  The Company  relied on the
              exemption  under  Section 4(2) of the  Securities  Act of 1933, as
              amended.
(d)           On  June  10,  2003,   TecScan  issued  8,000,000  shares  of  its
              restricted   common   stock  for  the   acquisition   of   TecScan
              International,  Inc.  The  Company  expensed  the  value  of these
              shares,  which  were  valued at a price of $0.05 per  share,  or a
              total of  $400,000.  The  Company  relied on the  exemption  under
              Sections 4(2) and 4(6) of the Securities Act of 1933, as amended.


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

The  following  discussion  should  be read in  conjunction  with the  financial
statements and accompanying notes included elsewhere in this Form 10-KSB.

The following  information  is presented for TecScan's  operations  for the year
ended June 30, 2003 and June 30, 2002. Where noted, the operations of TecScan in
its prior line of business are noted as discontinued operations.

                                       8
<PAGE>

Results of Operations.

(a) Revenues.

For the year ended June 30, 2003, TecScan did not report any operating revenues.
The Company  reported  revenues of its  discontinued  line of business  equal to
$19,062  during the current fiscal year compared with $107,385 in the prior year
ended June 30, 2002.

(b) Selling, General and Administrative Expenses.

TecScan incurred total selling,  general and administrative expenses ("SG&A") of
$422,221 in the fiscal year ended June 30,  2003,  compared  with $16,325 in the
year ended June 30, 2002. The dramatic increase (of approximately 2486%) in SG&A
for the current year  reflects the  expensing  of $400,000  associated  with the
acquisition of TecScan  International,  Inc.  Without regard to this  particular
one-time expense item, the SG&A increased  approximately 36% in the current year
compared with the year ended June 30, 2002.

(c) Interest Expense.

TecScan incurred  interest expense of $3,356 in the year ended June 30, 2003, an
increase of 11% from the interest  expense of $3,022 incurred in the fiscal year
ended June 30, 2002.

(d) Net Loss.

TecScan recorded a net loss of $427,765 for the fiscal year ended June 30, 2003.
This loss  represents  an  increase of  approximately  390% from the net loss of
$87,342 from the fiscal year ended June 30, 2002.

(e)         Other Income

TecScan  recorded income due to the disposition of its previous  business in the
amount of $112,374 in the year ended June 30,  2003.  There was no other  income
reported in the year ended June 30, 2002.

Liquidity and Capital Resources.

TecScan  had a working  capital  deficit  of $44,014  as of June 30,  2003.  The
Company will require working capital to fund its operations.

The  Company  has  long-term  goals to sell  biometrics  products.  Funding of a
minimum of $100,000  will be required to pay off current debts and implement its
business  plan.  If revenues  are not  sufficient  to fund its  operations,  the
Company will need to seek alternative  sources of financing either through loans
or through raising capital.  There are no formal commitments from banks or other
lending sources for lines of credit or similar short-term  borrowing.  There can
be no assurances that the Company will be able to obtain  alternative  financing

                                       9
<PAGE>

through loans or capital and the Company has no  commitments  for either type of
financing.  If alternative financing is not available,  then the Company will be
forced change or abandon its proposed  operations  or delay them  significantly.
The  Company's  lack of current  assets  would be a factor to be  considered  by
potential  lenders or investors  in deciding  whether or not to loan money to or
invest in the Company.

The report of TecScan's  independent  certified  public  accountants  notes that
TecScan has cash flow  constraints,  an  accumulated  deficit  and has  suffered
recurring losses from operations and these conditions  raise  substantial  doubt
about the  company's  ability to continue as a going  concern.  TecScan plans on
attempting to raise capital through various private  placement  offerings of its
common  stock and  through  the  offering of note  agreements  with  prospective
investors.

TecScan believes that future equity sales or other financings can be achieved to
adequately  finance its growth and retire its existing  liabilities.  Therefore,
TecScan's  continued  operations,  as well as the implementation of its business
plan,  will depend  upon its  ability to raise  additional  funds  through  bank
borrowings,  equity  or  debt  financing.  However,  adequate  funds  may not be
available when needed or may not be available on favorable terms to the Company.
The ability of TecScan to continue as a going concern is dependent on additional
sources of capital and the success of TecScan's  business  plan.  Regardless  of
whether  TecSca's  cash assets prove to be  inadequate  to meet its  operational
needs,  TecScan  might seek to  compensate  providers of services by issuance of
stock in lieu of cash.

If funding is insufficient at any time in the future, TecScan may not be able to
take advantage of business  opportunities  or respond to competitive  pressures,
any of which could have a negative impact on the business, operating results and
financial  condition.  In addition,  if additional  shares were issued to obtain
financing,  or compensate service providers,  existing shareholders may suffer a
dilutive effect on their percentage of stock ownership in TecScan.

Inflation.

The Company's operations have not been, and in the near term are not expected to
be, materially  affected by inflation or changing prices. The Company encounters
competition from a variety of Companies in its markets.  Many of these companies
have  long-standing  customer  relationships  and  are  well  staffed  and  well
financed.  The Company  believes  that  competition  in its industry is based on
customer satisfaction and production of quality products and services,  although
the ability,  reputation  and support of management  are also  significant.  The
Company does not believe that any recently enacted or presently pending proposed
legislation will have a material adverse effect on its results of operations.

Factors That May Affect Future Results

Management's  Discussion  and  Analysis  and  other  parts of this  registration
statement contain information based on management's  beliefs and forward-looking
statements that involve a number of risks, uncertainties, and assumptions. There
can be no  assurance  that actual  results  will not differ  materially  for the
forward-looking  statements  as a result of various  factors,  including but not
limited to the following:

                                       10
<PAGE>

The markets for many of the Company's  planned products will be characterized by
rapidly  changing  technology,  evolving  industry  standards,  and frequent new
product  introductions.  The  Company's  operating  results  will  depend  on  a
significant extent on its ability to design,  develop, and/or sell new products,
services, systems, and solutions and to reduce the costs of these offerings. The
success of these and other new offerings is dependent on many factors, including
proper   identification   of  customer  needs,   cost,   timely  completion  and
introduction,  differentiation from offerings of the Company's competitors,  and
market  acceptance.  The ability to  successfully  introduce  new  products  and
services could have an impact on future results of operations.


ITEM 7.  FINANCIAL STATEMENTS
------

The  financial  statements  of the Company and  supplementary  data are included
beginning  immediately  following the signature page to this report. See Item 13
for a  list  of the  financial  statements  and  financial  statement  schedules
included.


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


None.

                                    PART III.

Item 9.  Directors, Executive Officers, promoters and control persons;compliance
------   with section 16(a) of the exchange act.

Officers and Directors.

The names, ages, and respective positions of the directors,  executive officers,
and key employees of TecScan are set forth below;  there are no other  promoters
or control  persons of TecScan.  The directors  named below will serve until the
next annual meeting of TecScan's stockholders or until their successors are duly
elected and have  qualified.  Directors  are elected for a one-year  term at the
annual stockholders' meeting.  Officers will hold their positions at the will of
the  board  of  directors,   absent  any  employment  agreement.  There  are  no
arrangements,  agreements or understandings between non-management  shareholders
and  management  under  which   non-management   shareholders  may  directly  or
indirectly  participate in or influence the management of TecScan's affairs. The
directors  and  executive  officers of TecScan  are not a party to any  material
pending legal proceedings and, to the best of their knowledge, no such action by
or against them has been threatened.

                                       11
<PAGE>

                                       POSITION              DATES
NAME                       AGE         WITH COMPANY          OF SERVICE
----                       ---         ------------          ----------

Mary E. Blake              50          Secretary,            6/03 to present
                                       Treasurer & Director

Jon H. Marple              63          Director              6/03 to present

Michael Meservy            57          President             6/03 to present


Jon H. Marple, Director

Mr. Marple, age 63, has professional experience that includes being a successful
lawyer and  entrepreneur  for 35 years. Mr. Marple has been a director since the
acquisition of TecScan International, Inc. in June of 2003. Mr. Marple served as
CEO and  Chairman of F10 Oil & Gas  Properties,  Inc.  from January 2001 through
June  2003.  Prior to  founding  F10 in 2001,  Mr.  Marple was the  founder  and
Chairman of the Board of  IJNT.net,  Inc.,  later known as  Universal  Broadband
Networks, Inc. Mr. Marple served as Chief Executive Officer of IJNT from January
1997 through May 2000 and also served as its President from January 1999 through
October 1999. With IJNT, Mr. Marple built the company from a concept to a NASDAQ
company  with a $500 million  market  capitalization.  Mr.  Marple has started a
number of other successful businesses, both private and public and is a graduate
of Brigham Young University and the University of Washington School of Law.

Mary E. Blake, Treasurer/Secretary/Director

Ms. Blake,  age 50, has served on the Board of the Company since June 2003.  She
co-founded F10 with Mr. Marple,  her husband.  She was co-founder along with Jon
Marple of IJNT.net,  a company that went from concept to NASDAQ in a little more
than 2 years.  Ms. Blake served as the Vice  President of IJNT from January 1997
through  October 1999 and served as the President  from October 1999 through May
2000.  Ms Blake  attended Sam Houston  State  University  for two years and then
Texas A & M University for two years in the Business  College.  On June 4, 2001,
Ms. Blake,  without  admitting or denying the matters,  consented to an Order by
the  Securities  and  Exchange  Commission  that Ms. Blake cease and desist from
committing or causing any  violations  of, and  committing or causing any future
violations  of,  Sections  13(d) and 16(a) of the  Exchange Act and Rules 13d-1,
13d-2,  16a-2 and 16a-3  promulgated  thereunder.  Ms.  Blake made late  filings
concerning her beneficial ownership interest in another public company.

Ms. Blake and Mr. Marple are married.

Michael Meservy, President
Mr. Meservy,  age 57, has served as President of the Company since June of 2003.
In the past five years,  he has primarily  been  involved in assisting  start-up
companies with financing efforts. He has successfully raised millions of dollars
for small companies. Since resigning his commission with the United States Army,
Mr. Meservy  launched a very  successful  career as a stockbroker and investment
banker.


                                       12
<PAGE>

SECTION 16(a) - Beneficial Ownership Reporting Compliance

Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  TecScan's
executive officers and directors, and persons who beneficially own more than 10%
of TecScan's  stock, to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange  Commission.  Executive  officers,
directors  and greater than 10%  beneficial  owners are  required by  applicable
regulations to furnish TecScan with copies of all Section 16(a) forms they file.

Based  solely upon a review of the copies of the forms  furnished to TecScan and
information involving securities transactions of which TecScan is aware, TecScan
believes  that during the fiscal year ending June 30, 2003,  that it has advised
the  appropriate  parties and entities of the compliance  with all Section 16(a)
filing requirements applicable to its executive officers,  directors and greater
than 10% beneficial  stockholders.  For the year ended June 30, 2003, TecScan is
not aware of any  individuals  who failed to timely file reports  under  Section
16(a).


ITEM 10.          EXECUTIVE COMPENSATION.

The table below shows the  compensation  paid to TecScan's  President  and Chief
Executive Officer since the closing of the acquisition of Force 10 Trading, Inc.
and the  compensation  of the  President  prior  to the  acquisition.  No  other
officers or employees received total compensation that exceeded $100,000.

Ronald R. Irwin, former CEO and Chairman of the Company,  received  compensation
of  approximately  $60,000  per year  during the year ended June 30,  2002.  His
compensation  for the year ended June 30,  2003 was  approximately  $30,000.  No
other officer received compensation during these fiscal years.

The Directors of TecScan who are also employees do not receive cash compensation
for their  services as  directors or members of the  committees  of the Board of
Directors.  All  directors  may be  reimbursed  for  their  reasonable  expenses
incurred in  connection  with  attending  meetings of the Board of  Directors or
management committees.



ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of TecScan's  common stock by each person or group that is
known by TecScan  to be the  beneficial  owner of more than five  percent of its
outstanding common stock, each director and officer of TecScan and all directors
and  executive  officers  of  TecScan  as a group  as of June 30,  2003.  Unless
otherwise indicated, TecScan believes that the persons named in the table below,
based on information  furnished by such owners,  have sole voting and investment
power  with  respect  to the  common  stock  beneficially  owned by them,  where
applicable.

Title of    Name and Address of           Amount and Nature            Percent
Class       Beneficial Owner              of Beneficial Owner          of Class

Common      Mary E. Blake (1)                  7,092,626                 87.65%
            904 West Montgomery, Suite 9311
            Willis, TX  77378

Common      Jon H. Marple     (1)                      0                  0.00%
            904 West Montgomery, Suite 9311
            Willis, TX  77378

Common      Michael Meservy                      350,000                  1.00%

All Directors and Officers as a Group
(4 Persons)                                    7,442,626                 91.98%

(1)      Marple  and Blake  are  husband  and wife.  Mr.  Marple  disclaims  any
         beneficial ownership in the stock held by Ms. Blake.

                                       13
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TecScan's directors, Mary E. Blake and Jon H. Marple are married.

                                     PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

31.1     Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2     Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1     Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2     Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 (b) Reports on Form 8-K

(i) On June 20, 2003, TecScan filed an 8-K announcing the acquisition of TecScan
International, Inc.

ITEM 14. CONTROLS AND PROCEDURES

(a) The Chief Executive  Officer and the Chief Financial  Officer have within 90
days of the  filing  date of  this  annual  report  made  an  evaluation  of the
company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Act of 1934, as amended).  In their opinion,  the
disclosure  controls and procedures are adequate because the systems of controls
and  procedures  are  designed to assure,  among other  items,  that 1) recorded
transactions are valid; 2) valid transactions are recorded;  and 3) transactions
are  recorded  in the  proper  period in a timely  manner to  produce  financial
statements which present fairly the financial  condition,  results of operations
and cash  flows  for the  respective  periods  being  presented.  Moreover,  the
evaluation did not reveal any significant  deficiencies  or material  weaknesses
inTecScan's disclosure controls and procedures.

(b) There have been no significant  changes in TecScan's internal controls or in
other  factors that could  significantly  affect these  controls  since the last
evaluation.


                                       14
<PAGE>

                                   SIGNATURES

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

                                                     TECSCAN INTERNATIONAL, INC.


                                                     By: /s/Michael Meservy
                                                     Name: Michael Meservy
                                                     Title: President

                                                     Date: October 14, 2003


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

-------------------------- -------------------------- --------------------------
Name                       Title                      Date
-------------------------- -------------------------- --------------------------
/s/Jon H. Marple           Director                   October 14, 2003
  --------------
Jon H. Marple
-------------------------- -------------------------- --------------------------
/s/Mary E. Blake           Director                   October 14, 2003
   -------------
Mary E. Blake
-------------------------- -------------------------- --------------------------

                                       15
<PAGE>
                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)

                                      - : -

                              FINANCIAL STATEMENTS

                             JUNE 30, 2003 AND 2002


<PAGE>






               Report of Independent Certified Public Accountants

Board of Directors
Tecscan International, Inc.
(Formerly Phoenix Media Group, Ltd.)
(A Development Stage Company)
Burbank, California


         We  have   audited   the   accompanying   balance   sheets  of  TecScan
International,  Inc.  (formerly Phoenix Media Group,  Ltd.) (a development stage
company) as of June 30, 2003 and 2002, and the related  statements of operations
and cash flows for the two years then  ended,  and the  statement  of changes in
stockholders'  equity for the period from December 5, 1985  (inception)  to June
30, 2003.  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 audits.

         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 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  audits  provide  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  TecScan
International,  Inc.  (formerly Phoenix Media Group,  Ltd.) (a development stage
company) as of June 30, 2003 and 2002, and the results of its operations and its
cash flows for the two years then ended in conformity with accounting principles
generally accepted in the United States of America.

                                                    Respectfully submitted,



                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants



Salt Lake City, Utah
September 30, 2003

                                      F - 1

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                              June 30,
                                                                                -----------------------------------
                                                                                      2003              2002
                                                                                ----------------  -----------------

<S>                                                                             <C>               <C>
ASSETS:                                                                         $              -  $               -
------
                                                                                ================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                                                $         34,559  $          40,020
Accrued expenses                                                                           3,356              8,192
Stockholder loans                                                                          6,099                  -
Net Liabilities of Discontinued Operations                                                     -             45,957
                                                                                ----------------  -----------------

        Total Current Liabilities                                                         44,014             94,169
                                                                                ----------------  -----------------

Stockholders' equity
   Series A  convertible  preferred  stock (par value  $.01),
      5,000,000 shares authorized, no shares issued or
      Outstanding June 30, 2003 and 2002                                                       -                  -
   Common Stock (par value $.001), 50,000,000 shares
      Authorized, 8,091,786 shares issued and outstanding
      June 30, 2003, and 74,936 shares issued and outstanding                              8,092                 75
      June 30, 2002
Paid in capital in excess of par value                                                 1,040,534            570,631
Retained deficit                                                                        (686,541)          (664,875)
Accumulated Deficit                                                                     (406,099)                 -
                                                                                ----------------  -----------------

        Total Stockholders' Equity (Deficit)                                             (44,014)           (94,169)
                                                                                ----------------  -----------------

        Total Liabilities and Stockholders' Equity                              $              -  $               -
                                                                                ================  =================
</TABLE>







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

                                      F - 2

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    June 10, 2003
                                                                     For the year ended             Inception of
                                                                          June 30,                  Development
                                                                  2003                2002             Stage
                                                            -----------------   ---------------- ------------------
<S>                                                         <C>                 <C>              <C>
Revenue:                                                    $               -   $              - $                -
-------
                                                            -----------------   ---------------- ------------------

Operating Expenses
General and Administrative                                           (422,221)           (16,325)          (406,099)

Other Income (Expense)
Interest expense                                                       (3,356)            (3,022)                 -
                                                            -----------------   ---------------- ------------------

Income (loss) from continuing operations                             (425,577)           (19,347)          (406,099)
    Before income taxes
Income Taxes                                                              800                800                  -
                                                            -----------------   ---------------- ------------------

Income (loss) from continuing operations                             (426,377)           (20,147)          (406,099)

Discontinued Operations:
Income (Loss) from Operations of                                     (113,762)           (67,195)                 -
    Discontinued operations
Income (Loss) from Disposal of                                        112,374                  -                  -
                                                            -----------------   ---------------- ------------------
    Discontinued operations
Net Income (Loss) from                                                 (1,388)           (67,195)                 -
                                                            -----------------   ---------------- ------------------
    Discontinued operations

Net Income (Loss)                                           $        (427,765)  $        (87,342)$         (406,099)
                                                            =================   ================ ==================

Income (Loss) Per Common Share
     Continuing Operations                                  $          (0.81)   $         (0.27)
     Discontinued Operations                                $          (0.01)   $         (0.90)
                                                            -----------------   ----------------

     Net Income (Loss)                                      $          (0.82)   $         (1.17)
                                                            =================   ================

Weighted Average Shares Outstanding                                   523,277             74,936
                                                            =================   ================
</TABLE>

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

                                      F - 3

<PAGE>


                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                          Since
                                                       Common                                                            June 10,
                                                       Shares                                                              2003
                                                        to be                             Capital in                   Inception of
                                      Preferred Stock  Issued        Common Stock          Excess of      Retained      Development
                                        -------------   -----   -----------------------
                                       Shares  Amount  Amount     Shares        Amount     Par Value       Deficit         Stage
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
<S>                                     <C>     <C>     <C>     <C>            <C>         <C>           <C>            <C>
Balance December 5, 1985                 --     $--     $--            --      $   --      $      --     $      --      $      --
     (Inception)

December 6, 1985 - Shares issued
     To incorporate for cash -
     $.0026 per share                    --      --      --       3,400,000       3,400          5,600          --             --

May 6, 1986 - Shares issued from
     Public offering - $.01 per share
     (Net of costs of public offering
     of $15,357)                         --      --      --       9,000,000       9,000         65,643          --             --

Net Loss                                 --      --      --            --          --             --            (226)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1986                    --      --      --      12,400,000      12,400         71,243          (226)          --

Net Loss                                 --      --      --            --          --             --         (83,417)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1987, 1988,
     1989 and 1990                       --      --      --      12,400,000      12,400         71,243       (83,643)          --

April 26, 1991 - 1 for 200 Reverse
     stock split                         --      --      --     (12,338,000)    (12,338)        12,338          --             --
</TABLE>

                                      F - 4
<PAGE>

                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                          Since
                                                       Common                                                            June 10,
                                                       Shares                                                              2003
                                                        to be                             Capital in                   Inception of
                                      Preferred Stock  Issued        Common Stock          Excess of      Retained      Development
                                        -------------   -----   -----------------------
                                       Shares  Amount  Amount     Shares        Amount     Par Value       Deficit         Stage
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
<S>                                     <C>     <C>     <C>     <C>            <C>         <C>           <C>            <C>
April 29, 1991 - Shares issued in
     Private Placement Distribution
     10,000,000 shares of $.007 and
     2,000,000 shares at $.005 (net
     of costs of distribution of
     $11,200)                            --     $--     $--      12,000,000    $ 12,000    $    56,800   $      --      $      --

Net Loss                                 --      --      --            --          --             --         (68,800)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1991 and 1992           --      --      --      12,062,000      12,062        140,381      (152,443)          --

October 19, 1992 - Shares issued in
     exchange for the acquisition of
     100% of outstanding shares of
     Nature's Solution Ltd. - $.04
     per share                           --      --      --       1,000,000       1,000         17,309          --             --

March 18, 1993 - Shares returned
     to treasury and canceled            --      --      --      (1,935,000)     (1,935)         1,935          --             --
</TABLE>


                                      F - 5
<PAGE>

                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                          Since
                                                       Common                                                            June 10,
                                                       Shares                                                              2003
                                                        to be                             Capital in                   Inception of
                                      Preferred Stock  Issued        Common Stock          Excess of      Retained      Development
                                        -------------   -----   -----------------------
                                       Shares  Amount  Amount     Shares        Amount     Par Value       Deficit         Stage
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
<S>                                     <C>     <C>     <C>     <C>            <C>         <C>           <C>            <C>
June 30, 1993 - Retroactive
     adjustment for 1 for 5 reverse
     stock split, approved 3/18/94       --     $--     $--     (8,901,351) $  (8,901)$        8,901 $          --      $      --

Net Loss                                 --      --      --            --          --             --         (18,309)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1993                    --      --      --       2,225,649       2,226        168,526      (170,752)          --

March 25, 1994 - Shares issued in
     exchange for the payment of
     operating expenses                  --      --      --       8,575,136       8,575           --            --             --

Net Loss                                 --      --      --            --          --             --          (8,575)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1994                    --      --      --      10,800,785      10,801        168,526      (179,327)          --

June 14, 1995 - Shares returned to
     Treasury and canceled               --      --      --        (320,000)       (320)          --            --             --

June 14, 1995 - Shares issued to a
     Director in exchange for
     Payment of operating expenses       --      --      --          50,000          50           --            --             --
</TABLE>

                                      F - 6
<PAGE>

                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                          Since
                                                       Common                                                            June 10,
                                                       Shares                                                              2003
                                                        to be                             Capital in                   Inception of
                                      Preferred Stock  Issued        Common Stock          Excess of      Retained      Development
                                        -------------   -----   -----------------------
                                       Shares  Amount  Amount     Shares        Amount     Par Value       Deficit         Stage
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
<S>                                     <C>     <C>     <C>     <C>            <C>         <C>           <C>            <C>
June 14, 1995 - Shares issued in
   Exchange for assets and services      --     $--     $--         100,000    $    100    $    96,900    $     --      $      --

Net Income                               --      --      --            --          --             --              76           --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1995                    --      --      --      10,630,785      10,631        265,426      (179,251)          --

August 9, 1995 - Shares issued
   For cash                              --      --      --         100,000         100         11,413          --             --

December 5, 1995-Shares returned
   to treasury and canceled              --      --      --        (175,000)       (175)           175          --             --

Net Income                               --      --      --            --          --             --          17,489           --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1996                    --      --      --      10,555,785      10,556        277,014      (161,762)          --

October 21, 1996 - Shares returned
   To treasury and canceled                      --      --            --      (3,845,136)      (3,845)        3,845           --

Net Loss                                 --      --      --            --          --             --            (829)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1997                    --      --      --       6,710,649       6,711        280,859      (162,591)          --
</TABLE>

                                      F - 7
<PAGE>

                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                          Since
                                                       Common                                                            June 10,
                                                       Shares                                                              2003
                                                        to be                             Capital in                   Inception of
                                      Preferred Stock  Issued        Common Stock          Excess of      Retained      Development
                                        -------------   -----   -----------------------
                                       Shares  Amount  Amount     Shares        Amount     Par Value       Deficit         Stage
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
<S>                                     <C>     <C>     <C>     <C>            <C>         <C>           <C>            <C>
Issuance of shares for services          --     $--     $--          10,000     $    10    $     4,990   $      --      $      --

Net Loss                                 --      --      --            --          --             --         (55,985)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1998                    --      --      --       6,720,649       6,721        285,849      (218,576)          --



Net Income                               --      --      --            --          --             --          28,833           --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 1999                            --      --            --      6,720,649         6,721       285,849       (189,743)

Issuance of shares for services          --      --      --         205,000         205         88,055          --             --
Stock sold for cash                      --      --       128          --          --          127,872          --             --

Net Loss                                 --      --      --            --          --             --        (226,769)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 2000                    --      --       128     6,925,649       6,926        501,776      (416,512)          --

Issuance of shares for services          --      --      --         140,000         140         35,485          --             --
Stocks sold for cash                     --      --      (100)      345,000         345         26,005          --             --

Net Loss                                 --      --      --            --          --             --        (161,021)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 2001                    --      --        28     7,410,649       7,411        563,266      (577,533)          --
</TABLE>

                                      F - 8
<PAGE>

                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                                          Since
                                                       Common                                                            June 10,
                                                       Shares                                                              2003
                                                        to be                             Capital in                   Inception of
                                      Preferred Stock  Issued        Common Stock          Excess of      Retained      Development
                                        -------------   -----   -----------------------
                                       Shares  Amount  Amount     Shares        Amount     Par Value       Deficit         Stage
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
<S>                                     <C>     <C>     <C>     <C>            <C>         <C>           <C>            <C>
Retroactive adjustment for
   1:100 reverse stock split on
   June 23, 2003                         --     $--     $ (28)   (7,336,542)   $ (7,337)   $     7,365   $      --      $      --
Fractional shares issued due to
   Rounding from stock split             --      --      --             829           1           --            --             --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Restated balance June 30, 2001           --      --      --          74,936          75        570,631      (577,533)          --

Net Loss                                 --      --      --            --          --             --         (87,342)          --
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 2002                    --      --      --          74,936          75        570,631      (664,875)          --

Shares issued for services               --      --      --          16,850          17         74,303          --             --
Shares issued for services               --      --      --       8,000,000       8,000        392,000          --             --
Capital contributed from
   Shareholder                           --      --      --            --          --            3,600          --             --

Net Loss                                 --      --      --            --          --             --         (21,666)          --
Deficit during development stage         --      --      --            --          --             --            --         (406,099)
                                        -----   -----   -----   -----------    --------    -----------   -----------    -----------
Balance June 30, 2003                    --     $--     $--       8,091,786    $  8,092    $ 1,040,534   $  (686,541)   $  (406,099)
                                        =====   =====   =====   ===========    ========    ===========   ===========    ===========
</TABLE>

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

                                      F - 9

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                             STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                                                                                    Since
                                                                                                                June 10, 2003
                                                                                For the years ended              Inception of
                                                                                     June 30,                    Development
Cash Flows From Operating Activities:                                        2003                2002               Stage
-------------------------------------
                                                                       -----------------  ------------------  ------------------
<S>                                                                    <C>                <C>                 <C>
Net income (loss)                                                      $        (427,765) $          (87,342) $         (406,099)
Adjustments to reconcile net income (loss) to net cash
   Provided by (Used in) operating activities:
      Stock issued for services                                                  400,000                   -             400,000
      Net (Income) Loss from Discontinued Operations                               1,388              67,195                   -
   Change in operating assets and liabilities:
      Increase (Decrease) in Accounts payable                                     (5,463)             11,837                   -
      Increase (Decrease) in Accrued expenses                                     (1,536)             (3,283)                  -
                                                                       -----------------  ------------------  ------------------
   Net cash used by continuing activities                                        (33,376)            (11,593)             (6,099)
   Net cash used by discontinued activities                                      (19,771)            (22,866)                  -
                                                                       -----------------  ------------------  ------------------
Net cash used in operating activities                                            (53,147)            (34,459)             (6,099)
                                                                       -----------------  ------------------  ------------------

Cash Flows From Investing Activities:
Purchase of property and equipment                                                     -                   -                   -
                                                                       -----------------  ------------------  ------------------
Net cash used in investing activities                                                  -                   -                   -
                                                                       -----------------  ------------------  ------------------

Cash Flows From Financing Activities:
Advances from shareholders and directors                                           6,099                   -               6,099
Net cash from discontinued activities                                             45,816              32,419                   -
                                                                       -----------------  ------------------  ------------------
Net cash provided by (used in) financing activities                               51,915              32,419               6,099
                                                                       -----------------  ------------------  ------------------

Net increase (decrease) in cash and cash equivalents                              (1,232)             (2,040)                  -
Cash and cash equivalents at beginning of period                                   1,232               3,272                   -
                                                                       -----------------  ------------------  ------------------

Cash and cash equivalents at end of period                             $               -  $            1,232  $                -
                                                                       =================  ==================  ==================

Supplemental Disclosure of Cash Flow Information:
   Interest                                                            $           3,356  $            3,022  $                -
   Income taxes                                                        $             800  $              800  $                -
</TABLE>

Supplemental Schedule of Non-Cash Investing and Financing Activities: None


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


                                     F - 10

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

         This  summary of  accounting  policies of TecScan  International,  Inc.
(formerly Phoenix Media Group,  Ltd.) (a development stage company) is presented
to assist in understanding the Company's  financial  statements.  The accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         The  Company  was  organized  under  the  laws of the  State of Utah on
December 5, 1985 as Bullseye  Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada.  On March 25,  1994,  the  Company  name was changed to Phoenix
Media  Group,  Ltd.  On June 10,  2003,  the  Company  discontinued  its current
operations.  Since June 10, 2003, the Company is in the development  stage,  and
has not commenced  planned principle  operations.  On June 10, 2003, the Company
name was changed to TecScan International, Inc.

Nature of Business

         The  Company was formed for the purpose of creating a vehicle to obtain
capital  to  seek  out,  investigate  and  acquire  interests  in  products  and
businesses  which may have  potential  for profit.  The  Company's  plans are to
market and sell biometric  physical and logical  access  control  solutions to a
customer base that may include government,  healthcare, law enforcement, banking
and residential and commercial security.  The Company is also seeking to partner
with and invest in original  equipment  manufacturers  with top-line  biometrics
products.

Cash Equivalents

         For the purpose of  reporting  cash flows,  the Company  considers  all
highly liquid debt  instruments  purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Income Taxes

         The Company  accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.




                                     F - 11

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

Earnings (Loss) Per Share

         The  reconciliations  of the numerators and  denominators  of the basic
earnings per share computations are as follows:
<TABLE>
<CAPTION>
                                                               Income              Shares             Per-Share
                                                             (Numerator)         (Denominator)         Amount
                                                          -----------------  -------------------  ------------------

                                                                       For the Year Ended June 30, 2003
                                                          ----------------------------------------------------------

Basic Income (Loss) per Share
<S>                                                       <C>                <C>                  <C>
   Continuing operations                                  $        (426,377)             523,277  $           (0.81)
   Discontinued operations                                $          (1,388)             523,277  $           (0.01)
                                                          -----------------  -------------------  ------------------
Income (Loss) to common shareholders                      $        (427,765)             523,277  $           (0.82)
                                                          =================  ===================  ==================

                                                                        For the Year Ended June 30, 2002
                                                          ----------------------------------------------------------

Basic Income (Loss) per Share
   Continuing operations                                  $         (20,147)              74,936  $           (0.27)
   Discontinued operations                                $         (67,195)              74,936  $           (0.90)
                                                          -----------------  -------------------  ------------------
Income (Loss) to common shareholders                      $         (87,342)              74,936  $           (1.17)
                                                          =================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for June 30, 2003 and 2002 and are thus not considered.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting   principles  require  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  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.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2002  financial
statements to conform with the 2003 presentation.


                                     F - 12

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

NOTE 2 - CAPITAL TRANSACTIONS

Preferred Stock

         The Board of  Directors  of the  Company  has the  authority  to fix by
resolution for each particular series of preferred stock the number of shares to
be issued;  the rate and terms on which cumulative or  non-cumulative  dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting  powers  of  preferred  shareholders;   and  any  other  special  rights,
qualifications, limitations, or restrictions.

Common Stock

         In November 2002, the Company issued 250 reverse split adjusted  shares
(25,000  shares of  pre-reverse  split shares) of restricted  common stock to an
individual for consulting  services rendered to the Company.  The total value of
services rendered was $12 per share ($0.12 per pre-reverse split shares).

         In January 2003, the Company issued 5,000 reverse split adjusted shares
(500,000  shares of pre-reverse  split shares) of restricted  common stock to an
individual for consulting  services rendered to the Company.  The total value of
services rendered was $12 per share ($0.12 per pre-reverse split shares).

         In May 2003, the Company  issued 11,600  reverse split adjusted  shares
(1,160,000  shares of  pre-reverse  split shares) of restricted  common stock to
individuals  for services  rendered to the Company.  The total value of services
rendered was $1 per share ($0.01 per pre-reverse split shares).

         In June 2003, the Company issued 8,000,000 post reverse split shares of
restricted common stock to individuals for services rendered to the Company. The
total value of services rendered was $.05 per share.

         On June 23, 2003,  the Company the Board approved a 100:1 reverse stock
split. All references in the accompanying  financial statements to the number of
common  shares and  per-share  amounts  for 2002 and 2003 have been  restated to
reflect the stock split.


                                     F - 13

<PAGE>



                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
                                   (Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - INCOME TAXES

         Deferred taxes result from temporary  differences in the recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  Deferred  benefits of $236,000  and $226,000 for the years ended June
30, 2003 and 2002 respectively, are the result of net operating losses.

         The Company has recorded net deferred income taxes in the  accompanying
balance sheets as follows:
<TABLE>
<CAPTION>
                                                                                         As at June 30,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------
Future deductible temporary differences related to
<S>                                                                          <C>                 <C>
   Reserves, accruals, and net operating losses                              $          372,000  $          226,000
Valuation allowance                                                                    (372,000)           (226,000)
                                                                             ------------------  ------------------
Net Deferred Income Tax                                                      $                -  $                -
                                                                             ==================  ==================
</TABLE>

         As of June 30, 2003, the Company had a net operating loss ("NOL") carry
forward for income tax reporting purposes of approximately  $1,093,000 available
to offset future taxable  income.  This net operating loss carry forward expires
at  various  dates  between  June  30,  2003 and  2023.  A loss  generated  in a
particular  year will expire for federal tax purposes if not utilized  within 20
years.  Additionally,  the Internal Revenue Code contains provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take place.  In accordance with SFAS
No. 109, a valuation  allowance is provided when it is more likely than not that
all or some portion of the  deferred tax asset will not be realized.  Due to the
uncertainty  with respect to the ultimate  realization  of the NOLs, the Company
established a valuation  allowance for the entire net deferred  income tax asset
of  $372,000  as of June  30,  2003.  Also  consistent  with  SFAS No.  109,  an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations.









                                     F - 14

<PAGE>


                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
                                   (Continued)

NOTE 4 - INCOME TAXES (continued)

         The  difference  between the effective  income tax rate and the federal
statutory  income tax rate on the loss from continuing  operations are presented
below:
<TABLE>
<CAPTION>
                                                                                         As at June 30,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Expense (Benefit) at the federal statutory rate of 34%                       $         (145,000) $          (30,000)
Nondeductible expenses                                                                        -                   -
                                                                             ------------------  ------------------
Utilization of net operating loss carryforward                               $          145,000  $           30,000
                                                                             ------------------  ------------------
                                                                             $                -  $                -
                                                                             ==================  ==================
</TABLE>

NOTE 5 - RELATED PARTY TRANSACTIONS

         During the year ended June 30, 2003, a  shareholder  loaned the Company
$6,099 to pay various expenses.

NOTE 6 - DISCONTINUED OPERATIONS

         On June 10, 2003, the Company  discontinued  its operations and changed
the  nature  and  direction  of the  business.  As a result of the change in the
business, the Company disposed of all assets and liabilities that related to the
old business.

         The assets and  liabilities  of the former  business  consisted  of the
following:
<TABLE>
<CAPTION>
                                                                                           June 10,           June 30,
                                                                                             2003               2002
                                                                                      ------------------  -----------------

<S>                                                                                   <C>                 <C>
Cash                                                                                  $                -  $           1,232
Inventory                                                                                              -              5,008
Property & equipment, net                                                                         78,340             93,004
                                                                                      ------------------  -----------------
         Total assets                                                                 $           78,340  $          99,244
                                                                                      ------------------  -----------------

Bank Overdraft                                                                        $            3,300  $               -
Stockholder loans                                                                                131,063             86,755
Long-term debt                                                                                    56,351             58,446
                                                                                      ------------------  -----------------
         Total liabilities                                                                       190,714            145,201
                                                                                      ------------------  -----------------

         Net liabilities to be disposed of                                            $         (112,374) $         (45,957)
                                                                                      ==================  =================
</TABLE>

                                     F - 15
<PAGE>

                           TECSCAN INTERNATIONAL, INC.
                      (Formerly Phoenix Media Group, Ltd.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
                                   (Continued)

NOTE 6 - DISCONTINUED OPERATIONS (continued)

         Net  liabilities to be disposed of have been  separately  classified in
the accompanying  consolidated  balance sheet at June 30, 2002. The 2002 balance
sheet has been restated to conform with the current year's presentation.

         Operating  results of this  discontinued  operation  for the year ended
June 30, 2003 are shown separately in the accompanying consolidated statement of
operations.  The operating  statement for 2002 has been restated to conform with
the current year's  presentation  and are also shown  separately.  The operating
results of this  discontinued  operation  for the years  ended June 30, 2003 and
2002 consist of:
<TABLE>
<CAPTION>
                                                                                               For the year ended
                                                                                                    June 30,
                                                                                     --------------------------------------
                                                                                            2003                2002
                                                                                     ------------------   -----------------

<S>                                                                                  <C>                  <C>
Revenues                                                                             $           19,062   $         107,385
Expenses                                                                                       (132,824)           (194,727)
                                                                                     ------------------   -----------------
Net Income (Loss)                                                                    $         (113,762)  $         (87,342)
                                                                                     ==================   =================
</TABLE>




                                     F - 16