**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
  
 
 **FORM
        10-KSB**
 Annual
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
 For
        the
        fiscal year ended
 **December
        31 2004**
 
 **Powercerv
        Corporation**
 (Exact
        name of registrant as specified in its charter)
 **Florida**
 (State
        or
        Other Jurisdiction of Incorporation)
 **0-27574**
 (Commission
        File Number)
 **59-3350778**
 (I.R.S.
        Employer Identification Number)
 **3000
        Bayport Drive, Suite 910, Tampa, FL 33607**
 (Address
        of Principal Executive Office) (Zip Code)
 
 **(813)
        979-9222**
 (Registrant’s
        telephone number, including area code)
 
 Securities
        registered under Section 12(b) of the Exchange Act: **None**
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 **Common
        Stock, par value $0.001 per share**
 (Title
        of
        Class)
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for a 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 o No x
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-KSBor any amendment
        to
        this Form 10-KSB. o
 
 Indicate
        by check mark whether the Registrant is an accelerated filer (as defined
        in Rule
        12b-2 of the Act): Yes o No
x
 
 State
        issuer’s revenue for its most recent fiscal year: $0
 
 The
        approximate aggregate market value of voting and non-voting stock held by
        non-affiliates of the registrant was $818,212, as of August
        19, 2005 .
        The
        shares of Common Stock held by each current executive officer and director
        and
        by each person who is known to the Company to own 5% or more of the outstanding
        Common Stock have been excluded from this computation on the basis that such
        persons may be deemed affiliates .
        The
        determination of affiliate status is not a conclusive determination for other
        purposes.
 
 As
        of
        August 22, 2005 there were 2,310,000 shares of the Registrant’s Common Stock
        outstanding.
   1






**POWERCERV
        CORPORATION**
  **Form
        10-KSB Annual Report**
  **TABLE
        OF CONTENTS**


**Part
                  I**Item
                  1.
              Business
              3Item
                  2.
              Properties
              6Item
                  3.
              Legal
                  Proceedings
              6Item
                  4.
              Submission
                  of Matters to a Vote of the Security Holders
              6**Part
                  II**Item
                  5.
              Market
                  for Registrant’s Common Stock and Related ShareholderShareholder
                  Matters and Small Business IssuerPurchases
                  of Equity Securities
              7Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operations
              8Item
                  7.
              Financial
                  Statements
              15Item
                  8.
              Changes
                  in and Disagreements with Accountants onAccounting
                  and Financial Disclosure
              15Item
                  8(a).
              Disclosure
                  Controls and Procedures
              16**Part
                  III**Item
                  9.
              Directors
                  and Executive Officers of the Registrant
              17Item
                  10.
              Executive
                  Compensation
              19Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners andManagement
                  and Related Stockholder Matters
              21Item
                  12.
              Certain
                  Relationships and Related Transactions
              22Item
                  13.
              Exhibits
                  and Reports on Form 8-K
              22Item
                  14.
              Principal
                  Accountant Fees and Services
              24


**PART
      I**




This
      Annual Report on Form 10-KSB and the documents incorporated herein by reference
      contain forward-looking statements that have been made pursuant to the
      provisions of the Private Securities Litigation Reform Act of 1995. Such
      forward-looking statements are based on current expectations, estimates and
      projections about PowerCerv Corporation’s (the “Company”, as further defined
      below) industry, management’s beliefs and certain assumptions made by the
      Company’s management as discussed in “Management’s Discussion and Analysis or
      Plan of Operations.” It is important to note that the Company’s actual results
      could differ materially from those in such forward-looking statements.




2


**Item
      1.** **Description
      of Business** ****




**General**





PowerCerv
      Corporation was incorporated in Florida in January 1995 as a holding company
      for
      its operating subsidiary, which was incorporated in Florida in April 1992.
      Unless otherwise specified, references herein to “PowerCerv” and “the Company”
      mean PowerCerv Corporation and its subsidiary.




On
      December 1, 2002, we completed the sale of substantially all of our operating
      assets to PCV Acquisition Inc., a subsidiary of ASA International, Ltd., a
      holding company of Vertical Enterprise Software Solutions based in Framingham,
      Massachusetts (collectively referred to as “ASA”). As a result of this
      transaction, we had minimal activity since December 2002.





On
      December 30, 2003, the Company entered into an agreement with WhiteKnight SST
      (“WhiteKnight”), a related party, to develop and implement a business plan for
      the Company. Pursuant to this agreement, WhiteKnight has agreed to infuse
      $250,000 into the Company, which will initially be classified as short-term
      debt. WhiteKnight can receive up to a 50 percent equity interest in the Company
      through the conversion of the $250,000 debt to Company common stock of
      PowerCerv. Pursuant to WhiteKnight’s business plan, on June 14, 2005, we
      announced our intention to acquire Search Play, LLC, an internet radio company.
      We anticipate consummating this acquisition in August or September 2005. Upon
      consummation of this agreement, the business of Search Play, LLC will be our
      primary business going forward.





**Business
      Strategy**




We
      anticipate acquiring Search Play LLC in August or September 2005 in exchange
      for
      approximately 40 million shares of common stock of PowerCerv. With this
      acquisition, we will become a technology company focused on meeting the media
      demands of the digital consumer through the deployment of products and services
      designed to capitalize on two trends:





1.
            Digital
                media


2.
            Wireless
                applications





Search
      Play LLC is composed of the following businesses:





***Radioio
      -*** This
      business operates a 15 channel internet radio at www.radioio.com .
      In
      January 2003, Radioio was the number one rated internet station and has been
      consistently in the top ten in world Arbitron and Webcast Metrics analysis
      of
      ratings. The current music streams offered to consumers are as
      follows:





70’s
                Music
            Ambient
            Country
            Pop70’s
                Pop
            Beat
            Eclectic
            Rock80’s
                Music
            Boogie
            Edge
            World80’s
                Pop
            Blues
            Jam90’s
                Music
            Classical
            Jazz





Our
      strategy is to use Radioio as a launch pad to acquire, merge or affiliate with
      other media content providers to aggregate audience and market share. In
      addition, a key component for our expansion is the launch of wireless delivery
      to handheld media devices to be used for the content of Radioio and our
      affiliates.





3





***Sound
      Pass*** - This
      business currently offers subscriptions to Radioio. We intend to expand this
      subscription service to offer other brands of internet radio and media. Our
      strategy for this business is to aggregate internet media market share under
      a
      common subscription service similar to the model used by Direct TV for
      television media. Common subscription and a marketing brand portal provide
      the
      consumer with an unequaled selection of choices in the internet media space
      including the convenience of one subscription for multiple choices.





***Search
      Play -*** This
      business is developing specialized search engines for digital media including
      specific requests and searches based on the tastes of the media consumer. With
      the aggregation of consumers from our Radioio and Sound Pass strategies, we
      will
      have an outlet to sell services supported by our proprietary technologies and
      business methods being developed by Search Play.





In
      summary, our overall strategy is as follows:





·
            Focus
                on wireless distribution and delivery of our owned content
                (Radioio)


·
            Acquisition,
                mergers and affiliations with other content providers
                (Radioio)


·
            Focus
                on aggregation of audience into a single monthly subscription plan
                (Sound
                Pass)


·
            Focus
                on our intellectual property designed to aid consumers in locating
                content
                (Search Play)





**Products
      and services**





Based
      on
      the above strategies, our anticipated future revenue streams are as
      follows:





***Content
      syndication*** - We can
      create side channels for other companies desiring to participate in the internet
      media space. In essence we will private label content for these
      companies.





***On
      Demand / Pay per View/Listen*** -
      We will
      provide an outlet for “Shock Jocks” who are increasingly unable to perform on
      radio stations regulated by the FCC. Also can provide exclusive concerts, videos
      and other original content.





***Subscription
      Revenue*** - Sound
      Pass portal and common subscription service for all media content





***Music
      Sales -*** If
      we
      play it, we sell it. We can sell individual songs or the entire
      album.





***Traditional
      Radio Advertising -*** We
      believe existing radio advertisers will follow the audience as internet radio
      expands.





***Traditional
      Internet Advertising*** **-** Internet
      advertising includes banners, pop-ups and other site based media.





***Non-Traditional
      Advertising-*** Non-traditional
      advertising includes gateways and audio / video pre-roll ads that are presented
      before a user accesses the desired content.





***Paid
      Search -*** Specific
      searches for media content on internet radio and associated sites.





***Technology
      Licensing*** -
      Our
      Search Play technology will be available for license to our affiliates and
      other
      companies.





4


**Research
      and Development**





We
      have
      conducted no research since the December 1, 2002 sale of our assets to ASA.





Upon
      our
      intended consummation of the acquisition of Search Play LLC, we will own Search
      Play’s intellectual property including six patents pending for the
      following:





***Business
      Method Patents*** - Paid
      search as revenue source in connection with the consumption of digital media
      using a media player.





***Business
      Process Patents*** - Using
      a “SeachPlayer” that automatically provides media consumers with search results
      (paid and otherwise) based on the media currently being used on the consumer’s
      media player.





***Technology
      Patents*** -
      Conducting searches on a computer desktop, a digital audio receiver, cell phone
      or other wireless device capable of receiving media and displaying the
      SearchPlayer via an html view).





**Competition**





The
      Internet radio and related markets are highly competitive and is served by
      numerous national, regional and local competitors. Our largest competitors
      in
      the internet radio market include Yahoo! (LaunchCast), America On Line
      (Radio@AOL), Microsoft (Windows Media) and other small to large companies.
      In
      addition, we anticipate having multiple competitors for our subscription and
      search services from the above internet radio companies plus other
      internet-based companies. We believe that many of our competitors have
      significantly greater financial, technical and market resources and generate
      greater revenue than SearchPlay does.





**Government
      Regulation**





Traditional
      radio stations are heavily regulated by the U.S. Federal Communications
      Commission (“FCC”). These same regulations do not currently apply to internet
      radio for a variety of reasons including the non-use of regulated air waves
      and
      circumstances unique to the internet. While we do not anticipate stringent
      regulation by the FCC, we are unable to assure that the FCC or an equivalent
      governmental agency will not install stringent regulations on internet
      radio.





**Environmental
      Matters**





We
      have
      not been impacted financially or operationally by environmental laws.





**Geographic**





For
      2003
      and 2004 all of our operations have been in the United States. Upon our intended
      acquisition of Search Play, we will initially focus most of our operations
      in
      the United States. However, due to the nature of the internet, we anticipate
      that listeners of Radioio and our internet consumers will be worldwide.





**Employees**




On
      December 1, 2002, all of our employees were transferred to ASA as part of the
      sale or were terminated. Accordingly, we have had no employees since December
      1,
      2002.





5


**Investor
      Information**





We
      are
      subject to the information requirements of the Securities Exchange Act of 1934
      (the “Exchange Act”). Therefore, we file periodic reports, proxy statements, and
      other information with the Securities and Exchange Commission (the “SEC”). Such
      reports, proxy statements, and other information may be obtained by visiting
      the
      Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, DC 20549
      or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
      Internet site ( http://www.sec.gov )
      that
      contains reports, proxy and information statements, and other information
      regarding issuers that file electronically.





Financial
      and other information about the Company is available at http://www.sec.gov/cgi-bin/browse-edgar?company=powercerv&CIK=&filenum=&State=&SIC=&owner=include&action=getcompany .
      This
      website provides electronic copies of our annual report on Form 10-KSB,
      quarterly reports on Form 10-QSB, current reports on Form 8-K, and amendments
      to
      those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
      Exchange Act as soon as reasonably practicable after filing such material
      electronically or otherwise furnishing it to the SEC.





Copies
      of
      our Annual and Quarterly Reports can be requested by writing to PowerCerv
      Corporation 3000 Bayport Drive, Suite 910, Tampa, Florida 33607.




**Item
      2.****Description
      of Property******




Our
      corporate lease was assigned to ASA as part of the asset purchase. We have
      neither owned nor leased real property since December 1, 2002.





**Item
      3.****Legal
      Proceedings******




We
      are
      not aware of any currently pending legal proceedings against PowerCerv.




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




No
      matters were submitted to a vote of security holders during the fourth quarter
      of the year ended December 31, 2004.




6




**PART
      II******







**Item
      5.****Market
      For Common Equity and Related Stockholder Matters******




PowerCerv’s
      common stock had been listed on the Nasdaq SmallCap Market until August 2001,
      when it was delisted for failure to meet the continued listing requirements.
      PowerCerv’s common stock now trades in the over-the-counter market on the OTC
      Bulletin Board or through the “pink sheets.”




The
      following table sets forth the range of high and low sales prices on the
      National Market for the Common Stock during the two previous years. Such
      quotations represent inter-dealer prices without retail markup, markdown or
      commission and may not necessarily represent actual transactions.


**2003**
              
              **High**
              
              **Low**1stQuarter
              
              $
              0.12
              
              $
              0.022ndQuarter
              
              
              0.04
              
              
              0.023rdQuarter
              
              
              0.05
              
              
              0.024thQuarter
              
              
              0.14
              
              
              0.03
 **2004**
                
                **High**
                
                **Low**1stQuarter
                
                $
                0.41
                
                $
                0.072ndQuarter
                
                
                1.00
                
                
                0.233rdQuarter
                
                
                0.80
                
                
                0.364thQuarter
                
                
                1.01
                
                
                0.30





On
      August
      19, 2005, the closing bid quote for the Common Shares was $0.67 per share,
      and
      there were approximately 150 holders of record of Common Shares. Our common
      shares are issued in registered form. Continental Stock Transfer & Trust
      Company, 17 Battery Place, New York, NY 10004 is the transfer agent for our
      common shares.





A
      preferred stock dividend of $0.27075 per share, for a total of $270,000, was
      paid March 1, 2004 to preferred stockholders of record as of February 27, 2004.
      On March 2, 2004, 997,222 shares of Preferred Shares were converted to 997,222
      Common Shares on a one for one basis. A common stock dividend of $0.2286 per
      share, for a total of $30,000, was paid March 10, 2004 to common stockholders
      of
      record as of March 8, 2004. No dividends were paid in 2003.





We
      do not
      anticipate paying further cash dividends on our Common Shares in the foreseeable
      future. We intend to retain earnings, if any, for future growth and expansion
      opportunities. Payment of cash dividends in the future, as to which there can
      be
      no assurance, will be dependent upon the Company's earnings, financial
      condition, capital requirements and other factors determined by the Board of
      Directors.


**Purchases
      of Equity Securities by the Small Business Issuer and Affiliated
      Purchases**





None


7


**Item
      6.** **Management’s
      Discussion and Analysis or Plan of Operation** ****




**Overview**




On
      December 1, 2002, the Company completed the sale of substantially all of its
      operating assets to PCV Acquisition, Inc., a subsidiary of ASA International,
      Ltd (collectively referred to as “ASA”). This transaction was approved by the
      Company’s shareholders on November 26, 2002. Prior to completing the sale, the
      Company had entered into a definitive asset purchase agreement with ASA on
      October 1, 2002. Pursuant to this agreement the Company sold substantially
      all
      of its assets to ASA and ASA assumed certain of the Company’s liabilities
      related to ongoing operations. As a result, the Company had minimal operations
      from December 2002 through December 2004.




*New
      Accounting Pronouncements*





In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs.” The statement
      amends Accounting Research Bulletin (“ARB”) No. 43, “Inventory Pricing,” to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material. ARB No. 43 previously stated that these
      costs must be “so abnormal as to require treatment as current period charges.”
      SFAS No. 151 requires that those items be recognized as current-period charges
      regardless of whether they meet the criterion of “so abnormal.” In addition,
      this statement requires that allocation of fixed production overhead to the
      costs of conversion be based on the normal capacity of the production
      facilities. The statement is effective for inventory costs incurred during
      fiscal years beginning after June 15, 2005, with earlier application permitted
      for fiscal years beginning after the issue date of the statement. The adoption
      of SFAS No. 151 is not expected to have any significant impact on the Company’s
      current financial condition or results of operations.




In
      December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary
      Assets - An Amendment of APB Opinion No. 29.” APB Opinion No. 29,
“Accounting for Nonmonetary Transactions,” is based on the opinion that
      exchanges of nonmonetary assets should be measured based on the fair value
      of
      the assets exchanged. SFAS No. 153 amends Opinion No. 29 to eliminate
      the exception for nonmonetary exchanges of similar productive assets and
      replaces it with a general exception for exchanges of nonmonetary assets whose
      results are not expected to significantly change the future cash flows of the
      entity. The adoption of SFAS No. 153 is not expected to have any impact
      on
      the Company’s current financial condition or results of operations.





In
      December 2004, the FASB revised its SFAS No. 123 (“SFAS
      No. 123R”), “Accounting for Stock Based Compensation.” The revision
      establishes standards for the accounting of transactions in which an entity
      exchanges its equity instruments for goods or services, particularly
      transactions in which an entity obtains employee services in share-based payment
      transactions. The revised statement requires a public entity to measure the
      cost
      of employee services received in exchange for an award of equity instruments
      based on the grant-date fair value of the award. That cost is to be recognized
      over the period during which the employee is required to provide service in
      exchange for the award. Changes in fair value during the requisite service
      period are to be recognized as compensation cost over that period. In addition,
      the revised statement amends SFAS No. 95, “Statement of Cash Flows,” to
      require that excess tax benefits be reported as a financing cash flow rather
      than as a reduction of taxes paid. The provisions of the revised statement
      are
      effective for financial statements issued for the first interim or annual
      reporting period beginning after December 15, 2005, with early adoption
      encouraged. The adoption of SFAS No. 123R is not expected to have any
      impact on the Company’s current financial condition or results of operations.




In
      March
      2005, the FASB issued interpretation No. 47, “Accounting for Conditional Asset
      Retirement Obligations, an interpretation of FASB Statement No. 143” (“FIN 47”),
      which requires an entity to recognize a liability for the fair value of a
      conditional asset retirement obligation when incurred if the liability’s fair
      value can be reasonably estimated. FIN 47 is effective for fiscal years ending
      after December 15, 2005. The Company is currently evaluating the effect that
      the
      adoption of FIN 47 will have on its consolidated results of operations and
      financial condition but does not expect it to have a material
      impact.





8


In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Correction
      (“SFAS 154”), which replaces Accounting Principles Board Opinion No. 20
“Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim
      Financial Statements - An Amendment of APB Opinion No. 28.” SFAS 154 provides
      guidance on accounting for and reporting of accounting changes and error
      corrections. It establishes retrospective application, or the latest practicable
      date, as the required method for reporting a change in accounting principle
      and
      the reporting of a correction of an error. SFAS 154 is effective for accounting
      changes and corrections of errors made in fiscal years beginning after December
      15, 2005 and is required to be adopted by the Company in the first quarter
      of
      fiscal 2006. The Company is currently evaluating the effect that the adoption
      of
      SFAS 154 will have on its consolidated results of operations and financial
      condition, but does not expect it to have a material impact.





*Critical
      Estimates and Judgments*




The
      preparation of our financial statements requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Management evaluates its estimates and
      judgments, including those related to receivables and accrued expenses.
      Management bases its estimates and judgments on historical experience and on
      various other factors that are believed to be reasonable based on the
      circumstances. Actual results may differ from these estimates under different
      assumptions or conditions. The most significant accounting estimates inherent
      in
      the preparation of the Company’s financial statements include estimates as to
      the appropriate carrying value of accrued liabilities that are not readily
      attainable from other sources. These accounting policies are described at
      relevant sections in this discussion and analysis and in the notes to the
      consolidated financial statements.




The
      discussion in this report contains forward-looking statements that involve
      risks
      and uncertainties. The Company’s future actual results may differ materially
      from the results discussed herein, including those in the forward-looking
      statements.




**Results
      of Operations**




The
      following table presents the percentage of period-over-period dollar change
      for
      the line selected items in our Consolidated Statements of Operations for the
      years ended December 31, 2004 and 2003.  These comparisons of financial
      results are not necessarily indicative of future results.




**Year
                ended December****2004**
            
            **2003**
            
            **%
                Change**Revenue
            
            $
            -
            
            $
            -
            
            
            0
            %General
                and administrative
            
            
            78,496
            
            
            195,442
            
            
            -60
            %Operating
                loss
            
            
            (78,496
            )
            
            (195,442
            )
            
            -60
            %Other
                income
            
            
            125,000
            
            
            932
            
            
            13312
            %Income
                tax benefit
            
            
            -
            
            
            -
            
            
            -Net
                income (loss)
            
            $
            46,504
            
            
            ($194,510
            )
            
            -124
            %





**Revenue**




From
      December 1, 2002, when we sold substantially all of our operating assets,
      through December 31, 2004, we have earned no revenue. During June 2005, we
      announced the completion of definitive purchase agreement with Search Play,
      LLC.
      We anticipate reporting revenue from this operation beginning in late 2005.





9


**General
      and Administrative**




General
      and administrative expenses decreased 60% from 2003 to 2004 as the wrap-up
      of
      most of the business affairs was completed in 2003. Expenses for 2004 were
      primarily professional services incurred while negotiating settlements with
      the
      Internal Revenue Service (see Income Tax Provision) and settling litigation
      (see
      Other Income).




**Other
      income**




Other
      income includes a $125,000 cash settlement with PowerCerv’s prior tax advisors.
      Other income is substantial for our 2004 operations. Due to the nature of other
      income, we do not anticipate that this income will recur in future years.





**Income
      Tax Provision**




PowerCerv
      has an income tax net operating loss carryforward (“NOL”) of approximately $36
      million, which expires between 2010 and 2023. Due to the uncertainty of
      ultimately realizing a benefit from this NOL, we have provided a valuation
      allowance equal to 100% of this tax benefit. Taxable income for the year ended
      December 31, 2004 was offset by this NOL and accordingly no tax provision has
      been recorded for the year ended December 31, 2004 as a result of a change
      in
      the valuation allowance.




**Net
      income (loss)**




As
      a
      result of recognizing $125,000 of other income in 2004 and reducing general
      and
      administrative expenses from $195,000 in 2003 to $78,000 in 2004, we realized
      net income of $46,000 for the year ended December 31, 2004 compared to a net
      loss of $195,000 for the year ended December 31, 2003.


10


**Liquidity
      and capital resources**





Net
      cash
      provided in operating activities for the year ended December 31, 2004 was
      $72,000, which was the result of net income of $47,000, a decrease in current
      assets of $11,000 and an increase in current liabilities of $14,000. Net cash
      used in operating activities for the year ended December 31, 2003 was $336,000.
      The cash used in 2003 was principally the result of the 2003 net loss and a
      reduction of accrued expenses.




Net
      cash
      provided by investing activities for the years ended December 31, 2004 and
      2003
      totaled $110,000 and $124,000, respectively and represented collections on
      notes
      receivable for both years.




Net
      cash
      used by financing activities for the year ended December 31, 2004 was $194,000
      which included cash dividends to shareholders of $273,000 offset by $79,000
      of
      loan proceeds from WhiteKnight and affiliates.




At
      December 31, 2004, we had available cash of $21,000, marketable securities
      of
      $155,000 and current liabilities of $449,000 resulting in a working capital
      deficiency of $273,000. While all current liabilities are due on demand, we
      do
      not expect to pay approximately $300,000 of accrued expenses and $79,000 due
      to
      related party prior to December 31, 2005.





During
      April 2005, we sold our marketable securities for approximately $150,000 of
      cash. On December 30, 2003, the Company entered into an agreement with
      WhiteKnight, a related party, to develop and implement a business plan for
      the
      Company. Pursuant to this agreement, WhiteKnight has agreed to infuse $250,000
      into the Company and can receive up to a 50 percent equity interest in the
      Company through the conversion of the $250,000 to Company stock. Through
      December 31, 2004, $79,000 of the $250,000 had been received. We anticipate
      that
      the cash generated from the sale of marketable securities and the commitment
      of
      WhiteKnight to infuse an additional $171,000 of cash into the Company will
      be
      sufficient to fund current operations through December 31, 2005.





We
      are
      dependent on identifying an acceptable merger candidate in order to continue
      as
      a going concern on a long-term basis. Accordingly, we announced our intended
      acquisition of SerachPlay, LLC, an internet radio company in June 2005. We
      believe that SearchPlay’s operations will require significant cash flow over the
      first twelve months of operations subsequent to our acquisition. We believe
      that
      we are dependent on obtaining loans from WhiteKnight and other entities
      affiliated with our current Chief Executive Officer (referred to herein as
“the
      Affiliated Entities”) or other investors. It is unrealistic to believe that
      unrelated parties will offer terms as generous as those obtained from the
      Affiliated Entities, and it is also unlikely that any financing could be
      obtained under any terms without the financing of the Affiliated Entities.





From
      time
      to time the Affiliated Entities may agree to allow a portion of their loan
      balances to be converted into shares of the Company’s common stock. There is no
      obligation on the part of the Affiliated Entities to make loans to the Company
      over $250,000. The Affiliated Entities are also under no obligation to convert
      any portion of the loan balances into additional shares of PowerCerv’s stock.
      Should we acquired SearchPlay and not be successful in raising cash from
      Affiliated Entities or new investors, we may not be able to continue as a going
      concern.


11


**Risk
      Factors**





**Trends,
      Risks and Uncertainties**





We
      have
      sought to identify what we believe to be the most significant risks to our
      business. However, we cannot predict whether, or to what extent, any of such
      risks may be realized nor can we guarantee that we have identified all possible
      risks that might arise. You should not consider the risks and assumptions
      identified in this report to be a complete discussion of all potential risks
      and
      uncertainties affecting the Company. Investors should carefully consider all
      risk factors before making an investment decision with respect to our Common
      Stock.





**Cautionary
      Factors that may affect Future Results**





We
      provide the following cautionary discussion of risks, uncertainties and possible
      inaccurate assumptions relevant to our business and our products. These are
      factors that we think could cause our actual results to differ materially from
      expected results. Other factors besides those listed here could adversely affect
      us.





**We
      require additional financing in order to continue in business as a going
      concern, the availability of which is uncertain. We may be forced by business
      and economic conditions to accept financing terms which will require us to
      issue
      our securities at a discount, which could result in further dilution to our
      existing stockholders.**




As
      discussed under the heading, "Management's Discussion and Analysis - Liquidity
      and Capital Resources," WhiteKnight has agreed to provide cash infusions of
      up
      to $250,000. After completion of this cash infusion, or should WhiteKnight
      not
      make the full $250,000 available, there can be no assurance that additional
      financing will be available to us when needed or, if available, that it can
      be
      obtained on commercially reasonable terms. In addition, any additional equity
      financing may involve substantial dilution to our stockholders. If we fail
      to
      raise sufficient financing to meet our immediate cash needs, we will be forced
      to scale down or perhaps even cease the operation of our business, which may
      result in the loss of some or all of your investment in our common stock.




In
      addition, in seeking debt or equity private placement financing, we may be
      forced by business and economic conditions to accept terms which will require
      us
      to issue our securities at a discount from the prevailing market price or face
      amount, which could result in further dilution to our existing
      stockholders.





**We
      have a history of operating losses and fluctuating operating results, which
      raise substantial doubt about our ability to continue as a going
      concern.**




Since
      inception through December 31, 2004, we have incurred aggregate losses of
      approximately $52.0 million. While we achieved net income for the year ended
      December 31, 2004, the net income was primarily attributable to one-time items
      in other income. There is no assurance that we will operate profitably or will
      generate positive cash flow in the future. In addition, our operating results
      in
      the future may be subject to significant fluctuations due to many factors not
      within our control, such as the unpredictability of when customers will order
      products, the size of customers' orders, the demand for our products, and the
      level of competition and general economic conditions.





12


**Risk
      Factors (continued)**








**We
      may not be able to consummate the acquisition of Search Play
      LLC**





While
      we
      have prepared a Definitive Purchase Agreement for Search Play LLC, the agreement
      has not been executed by all relevant parties. One or more of the parties to
      this agreement may refuse to execute this agreement and the acquisition may
      not
      be consummated.





**The
      prior operations of Search Play LLC have produced losses.**





The
      most
      recent operations of Search Play LLC have produced losses from operations.
      If we
      consummate the acquisition of Search Play LLC, these losses are likely to
      continue for at least the short term. We would require cash infusions to finance
      the operations of Search Play LLC until operations were self sustaining.
      Further, there can be no assurance as to when, if ever, the operations of Search
      Play LLC will be self sustaining.





**Limitation
      of Liability and Indemnification of Officers and Directors**





Our
      officers and directors are required to exercise good faith and high integrity
      in
      our management affairs. Our Articles of Incorporation and By Laws provide,
      however, that our officers and directors shall have no liability to our
      shareholders for losses sustained or liabilities incurred which arise from
      any
      transaction in their respective managerial capacities unless they violated
      their
      duty of loyalty, did not act in good faith, engaged in intentional misconduct
      or
      knowingly violated the law, approved an improper dividend or stock repurchase,
      or derived an improper benefit from the transaction. Our Articles and By-Laws
      also provide for the indemnification by us of the officers and directors against
      any losses or liabilities they may incur as a result of the manner in which
      they
      operate our business or conduct the internal affairs, provided that in
      connection with these activities they act in good faith and in a manner they
      reasonably believe to be in, or not opposed to, the best interests of the
      Company, and their conduct does not constitute gross negligence, misconduct
      or
      breach of fiduciary obligations.





**Continued
      Control by Current Officers and Directors**





The
      present officers and directors control approximately 50% of the outstanding
      shares of Common Stock, and are in a position to elect all of our Directors
      and
      otherwise control the Company, including, without limitation, authorizing the
      sale of equity or debt securities of the Company, the appointment of officers,
      and the determination of officer's salaries. Shareholders have no cumulative
      voting rights.


13


**Risk
      Factors (continued)**





**Limited
      Market Due To Penny Stock**





The
      Company's stock differs from many stocks, in that it is a "penny stock." The
      Securities and Exchange Commission has adopted a number of rules to regulate
      penny stocks. These rules include, but are not limited to, Rules 3a5l-l, 15g-1,
      15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange
      Act of 1934, as amended. Because our securities probably constitute penny stock
      within the meaning of the rules, the rules would apply to us and our securities.
      The rules may further affect the ability of owners of our stock to sell their
      securities in any market that may develop for them. There may be a limited
      market for penny stocks, due to the regulatory burdens on broker-dealers. The
      market among dealers may not be active. Investors in penny stock often are
      unable to sell stock back to the dealer that sold them the stock. The mark-ups
      or commissions charged by the broker-dealers may be greater than any profit
      a
      seller may make. Because of large dealer spreads, investors may be unable to
      sell the stock immediately back to the dealer at the same price the dealer
      sold
      the stock to the investor. In some cases, the stock may fall quickly in value.
      Investors may be unable to reap any profit from any sale of the stock, if they
      can sell it at all. Stockholders should be aware that, according to the
      Securities and Exchange Commission Release No. 34- 29093, the market for penny
      stocks has suffered in recent years from patterns of fraud and abuse. These
      patterns include: - Control of the market for the security by one or a few
      broker-dealers that are often related to the promoter or issuer; - Manipulation
      of prices through prearranged matching of purchases and sales and false and
      misleading press releases; - "Boiler room" practices involving high pressure
      sales tactics and unrealistic price projections by inexperienced sales persons;
      - Excessive and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and - The wholesale dumping of the same securities by promoters
      and broker- dealers after prices have been manipulated to a desired level,
      along
      with the inevitable collapse of those prices with consequent investor losses.
      Furthermore, the penny stock designation may adversely affect the development
      of
      any public market for the Company's shares of common stock or, if such a market
      develops, its continuation. Broker-dealers are required to personally determine
      whether an investment in penny stock is suitable for customers. Penny stocks
      are
      securities (i) with a price of less than five dollars per share; (ii) that
      are
      not traded on a "recognized" national exchange; (iii) whose prices are not
      quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
      still
      meet requirement (i) above); or (iv) of an issuer with net tangible assets
      less
      than $2,000,000 (if the issuer has been in continuous operation for at least
      three years) or $5,000,000 (if in continuous operation for less than three
      years), or with average annual revenues of less than $6,000,000 for the last
      three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the Commission
      require broker-dealers dealing in penny stocks to provide potential investors
      with a document disclosing the risks of penny stocks and to obtain a manually
      signed and dated written receipt of the document before effecting any
      transaction in a penny stock for the investor's account. Potential investors
      in
      the Company's common stock are urged to obtain and read such disclosure
      carefully before purchasing any shares that are deemed to be "penny stock."
      Rule
      15g-9 of the Commission requires broker-dealers in penny stocks to approve
      the
      account of any investor for transactions in such stocks before selling any
      penny
      stock to that investor. This procedure requires the broker-dealer to (i) obtain
      from the investor information concerning his or her financial situation,
      investment experience and investment objectives; (ii) reasonably determine,
      based on that information, that transactions in penny stocks are suitable for
      the investor and that the investor has sufficient knowledge and experience
      as to
      be reasonably capable of evaluating the risks of penny stock transactions;
      (iii)
      provide the investor with a written statement setting forth the basis on which
      the broker-dealer made the determination in (ii) above; and (iv) receive a
      signed and dated copy of such statement from the investor, confirming that
      it
      accurately reflects the investor's financial situation, investment experience
      and investment objectives. Compliance with these requirements may make it more
      difficult for the Company's stockholders to resell their shares to third parties
      or to otherwise dispose of them.


14





**Item
      7.****Financial
      Statements******




The
      Company’s Consolidated Financial Statements and Notes thereto and the reports of
      Aidman, Piser & Company, P.A., the Company’s independent certified public
      accountants, are set forth on


pages
      F-1
      to F-14.




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




There
      were no disagreements with respect to the Company’s independent accountants
      during 2004.





**AUDIT
      COMMITTEE REPORT**




PowerCerv’s
      Board of Directors currently serves as the Audit Committee to fulfill the
      oversight responsibilities that the Board of Directors has under the law with
      respect to financial reports and other financial information provided by
      PowerCerv to the public, PowerCerv’s systems of internal controls regarding
      finance and accounting that management and the Board have established, and
      PowerCerv’s auditing, accounting, and financial reporting processes generally.
      PowerCerv’s management has primary responsibility for preparing PowerCerv’s
      financial statements and its financial reporting process. PowerCerv’s
      independent accountants, Aidman, Piser and Company, P.A. are responsible for
      expressing an opinion on the conformity of PowerCerv’s audited financial
      statements to generally accepted accounting principles.




In
      this
      context, the Audit Committee reports as follows:




1.
      The
      Audit Committee has reviewed and discussed the audited financial statements
      with
      PowerCerv’s management.




2.
      The
      Audit Committee has discussed with Aidman, Piser & Company, P.A. the matters
      required to be discussed by SAS 61, as amended (Codification of Statements
      on
      Auditing Standard, AU 380).




3.
      The
      Audit Committee has received the written disclosures and the letter from Aidman,
      Piser & Company, P.A. required by Independence Standards Board Standard No.
      1 (Independence Standards Board Standards No. 1, Independence Discussions with
      Audit Committees) and has discussed with Aidman, Piser & Company, P.A. their
      independence.




4.
      Based
      on the review and discussion referred to in paragraphs (1) through (3) above,
      the Audit Committee recommended to PowerCerv’s Board, and the Board has
      approved, that the audited financial statements be included in PowerCerv’s
      Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, for
      filing with the Securities and Exchange Commission.




*Submitted
                by the Audit Committee*John
                S. McMullen




15


**Item
      8(a).**  **Disclosure** **Controls
      and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we have evaluated
      the effectiveness of the design and operation of our disclosure controls and
      procedures within 90 days of the filing date of this report, and, based on
      their
      evaluation, our principal executive officer and principal financial officer
      have
      concluded that these controls and procedures are effective.





Disclosure
      controls and procedures are our controls and other procedures that are designed
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by us in the reports that we file under the Exchange
      Act is accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.


16


**PART
      III**




**Item
      9.****Directors
      and Officers of Registrant**




Set
      forth below is certain information as of December 31, 2004, concerning
      PowerCerv’s executive officers and directors.





**Name**
            **Position
                Held with the Company**
            **Age**
            **Date
                First****Elected
                or Appointed**John
                D. Stanton
            Chief
                Executive Officer and Chairman of the Board of Directors
            56
            December
                2003Mark
                Clancy
            Secretary
                and Director
            49
            December
                2003Marc
                J. Fratello
            Director
            47
            April
                1992John
                S. McMullen
            Director
            61
            September
                2001





**Business
      Experience**




The
      following is a brief account of the education and business experience during
      at
      least the past five years of each director and executive officer, indicating
      the
      principal occupation during that period, and the name and principal business
      of
      the organization in which such occupation and employment were carried
      out.




**John
      D. Stanton - Chairman Chief Executive Officer and Chief Financial
      Officer** - **** Mr.
      Stanton has served as our Chief Executive Officer (“CEO”) and Chairman of our
      Board of Directors since December 30, 2003. From 1987 through the present,
      Mr.
      Stanton served as the President and CEO of Florida Engineered Construction
      Products, Corporation. Mr. Stanton currently serves as a Director and officer
      of
      publicly traded White Knight SST, Inc., EarthFirst Technologies, Inc., PowerCerv
      Corporation, and Cybercare, Inc. Mr. Stanton is also on the Board of Directors
      of publicly traded Medical Technology Systems, Inc. Since the early 1990's,
      Mr.
      Stanton has been, and continues to be, involved in turn-around management for
      financially distressed companies, providing both management guidance and
      financing. In 1981, Mr. Stanton assumed the role of Chief Financial Officer
      for
      Florida Engineered Construction Products, Corporation, a privately held
      manufacturer of residential and commercial construction products, located in
      Tampa, Florida. Mr. Stanton worked as an auditor with the international
      professional services firm that is now known as Ernst & Young, LLP from 1973
      through 1981. Mr. Stanton, a Vietnam veteran of the United States Army,
      graduated from the University of South Florida with a Bachelors Degree in
      Marketing and Accounting in 1972, and with an MBA in 1973. Mr. Stanton earned
      the designation of Certified Public Accountant in 1974 and was a Sells Award
      winner in the CPA examination.





**Mark
      Clancy - Secretary, Director** -Mr.
      Clancy has served as our Secretary and Director since December 30, 2003. Mr.
      Clancy has over 13 years experience as a principal architect and finance officer
      for emerging growth companies.  Mr. Clancy also serves on the Board
      of
      Directors of publicly traded White Knight SST, Inc. and Cybercare, Inc. Mr.
      Clancy was a co-founder of EarthFirst Technologies, Inc. in 1997 and served
      as
      Executive Vice President and Director until the Company was sold in 2000. 
      EarthFirst is an environmental solutions and alternative fuel development
      company trading publicly under the symbol "EFTI".  During his tenure
      with
      EFTI, Mr. Clancy completed several rounds of financing from both private and
      institutional investors. During 2000, Mr. Clancy was a co-founder of Troubled
      Company News.Com, Inc. (TCN).  Mr. Clancy developed a five-step protocol
      used to evaluate distressed public companies, and designed and built
      InvestorsWarning.Com. TCN was formed to evaluate and if practical, reengineer
      distressed publicly traded companies. From 1992 through 1997, Mr. Clancy served
      as the Chief Compliance Officer for a Largo-Florida based boutique investment
      banking firm. Mr. Clancy was honorably discharged in 1982 after six years
      service with the United States Marine Corp.





17





**Marc
      J. Fratello - Director -** Mr.
      Fratello has served as a director of PowerCerv since its inception in 1992
      and
      as President from PowerCerv’s inception until March 1998. Mr. Fratello also
      served as PowerCerv’s Chief Operating Officer from December 1995 until December
      1997, as Chief Executive Officer from January 1998 to January 2000 and from
      July
      2000 to November 2002 and as Chairman from January 1, 1998 until December
      30, 2003. Before founding PowerCerv in 1992, Mr. Fratello spent
      10 years at Unisys Corporation. The last position Mr. Fratello
      held
      with Unisys was Director, CASE/4GL Products. Mr. Fratello earned a Bachelor
      of Science degree from Franklin and Marshall College and a Masters degree in
      Business Administration from the University of Pennsylvania’s Wharton School.





**John
      S. McMullen - Director -** Mr.
      McMullen has served as a director of PowerCerv since September 2001. From
      February 2001, Mr. McMullen was a director of publicly-held Insurance
      Management Solutions Group, inc. and served as chairman of the special committee
      of the Board of Directors negotiating its sale to Fiserv, Inc. in October 2003.
      He is also a director of Merchants Association of Florida, Inc. and a director
      and Finance Committee member of Florida Aquarium, Inc. Mr. McMullen
      served
      as President and CEO of Florida Bank from April 1992 to March 1999, when he
      retired.





**Family
      Relationships**





There
      are
      no family relationships between any of our company's directors or executive
      officers.





**Code
      of Ethics**





We
      have
      not adopted a Code of Ethics as of August
      22, 2005 .
      The
      Board of Directors is in the process of drafting a Code of Ethics specific
      to
      our Company.





**Section 16(a)
      Beneficial Ownership Reporting Compliance**





Section 16(a)
      of the Securities Exchange Act of 1934 requires PowerCerv’s directors, executive
      officers and holders of more than 10% of PowerCerv’s common stock to file
      reports of beneficial ownership and changes in ownership of PowerCerv’s common
      stock with the SEC. These persons are required to furnish PowerCerv with copies
      of all Section 16(a) forms they file.





Based
      solely on its review of the copies of such forms, PowerCerv believes that,
      with
      respect to fiscal 2004, all filing requirements applicable to its directors,
      executive officers and greater than 10% of beneficial owners were complied
      with.





18




**Item
      10.****Executive
      Compensation******





The
      following table presents certain information concerning the total compensation
      earned by or paid during the three fiscal years ended December 31, 2004
      to:
      (1) the former Chief Executive Officer of PowerCerv AND (2) other
      former executive officers who would have been among the most highly compensated
      executive officer if they had been as such at the end of the last fiscal year
      (collectively, the “Named Executive Officers”).




**Annual
                Compensation**
            
            **Long
                Term**
            
            **All
                Other****Name
                and**
            
            
            
            
            
            
            
            **Other
                Annual**
            
            **Underlying**
            
            **Compensation****Principal
                Position**
            
            **Year**
            
            **Salary
                (2)**
            
            **Bonus**
            
            **Compensation**
            
            **Options**
            
            **(1)**John
                D. Stanton (3)
            
            
            2004
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            0
            
            $
            0Chief
                Executive Officer
              and
                Chief Financial
              Officer
            
            
            2003
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            0
            
            $
            0Marc
                J. Fratello (4) (5)
            
            
            2004
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            0
            
            $
            0Former
                Chief Executive
            
            
            2003
            
            $
            0
            
            $
            0
            
            $
            0
            
            
            0
            
            $
            0Officer
            
            
            2002
            
            $
            109,900
            
            $
            0
            
            $
            30,000
            
            
            30,000
            
            $
            0





(1) The
      aggregate amount of other personal benefits, if any, did not exceed the lesser
      of $50,000 or 10% of the total amount of annual salary and bonus beyond for
      each
      Named Executive Officer and has therefore been omitted.





(2) Includes
      any amount deferred by the Named Executive Officers pursuant to PowerCerv’s
      401(k) Plan.





(3) Mr.
      Stanton assumed the roles of Chief Executive Officer and Chief Financial Officer
      on December 30, 2003. Mr. Stanton has received no compensation to date.





(4) Mr. Fratello’s
      employment with the Company terminated as of November 30, 2002. As part
      of
      this termination, Mr. Fratello received severance of $75,000, which was paid
      in
      2003. Effective December 1, 2002, Mr. Fratello became an employee of
      ASA
      international, Inc. (“ASA”), immediately after ASA acquired all of the operating
      assets of PowerCerv





(5)  Mr.
      Fratello received 30,000 stock options in 2002. During 2003, Mr. Fratello
      voluntarily cancelled these stock options.


19


**Employment
      Agreements**





Effective
      April 10, 1997, Marc J. Fratello entered into an employment agreement
      with
      PowerCerv. This agreement was for one year plus renewable one-year extensions
      subject to either PowerCerv’s or Mr. Fratello’s right of cancellation. This
      agreement also provided certain piggyback registration rights to
      Mr. Fratello. In addition, PowerCerv agreed to pay Mr. Fratello
      24
      months of severance pay at $12,500 per month for a total of $300,000, if his
      employment is terminated (1) by mutual agreement of Mr. Fratello
      and
      PowerCerv, (2) by either party after the agreement’s twelve month term has
      elapsed, (3) by PowerCerv following a disability determination of
      Mr. Fratello, or following PowerCerv’s early termination of the agreement
      on certain notice or (4) by Mr. Fratello if PowerCerv breached the
      agreement, upon certain changes of control of PowerCerv, or following
      Mr. Fratello’s formal notice of termination after April 1998. This
      agreement also contained a one-year non-compete provision following its
      expiration or earlier termination. In January 1999, the Compensation Committee
      established Mr. Fratello’s base salary at $250,000, his target annual bonus
      up to $150,000 and granted him options for 125,000 shares of Common Stock under
      the Stock Option Plan, which were vested on December 31, 2001. In return
      for agreeing to stay on with ASA for one year and for voluntarily relinquishing
      his employment agreement with PowerCerv, Mr. Fratello received from
      the
      Company a sum of $75,000 as a severance payment. Mr. Fratello received these
      funds during 2003.





**Compensation
      of Directors**





The
      Board
      voted to suspend payments to directors in October 2001 until further notice.
      No
      director of PowerCerv received compensation related to board meetings in
      2002.





During
      2002, John S. McMullen received $5,000 in consulting fees and $6,750 in salary
      compensation for his role as Vice Chairman. McMullen had a consulting contract
      with PowerCerv whereby he was entitled to an amount of $4,000 per month ($3,000
      to Mr. McMullen and $1,000 to a consulting company owned by him) for
      a
      period of not less than 24 months. Mr. McMullen still had nearly
      1.5
      years left on that agreement but Mr. McMullen agreed to take a significant
      discount based upon his agreement to be paid $60,000, which payment was made
      in
      January 2003. McMullen has also agreed to stay on the Board of Directors and
      assist with the ongoing business of PowerCerv after the transaction closed
      for
      no compensation.


**Compensation
      Committee Interlocks and Insider Participation**





The
      Company has not formed a Compensation Committee, accordingly, the Board of
      Directors acts in the Compensation Committee’s capacity. The Board of Directors
      is responsible for reviewing and recommending salaries, bonuses and other
      compensation for PowerCerv’s executive officers.





**Stock
      Options**





As
      of
      December 31, 2004, the Company has no outstanding stock options.





20





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





The
      following table sets forth certain information regarding the beneficial
      ownership of PowerCerv’s capital stock as of December 31, 2004 by each
      person known by PowerCerv who beneficially owns more than 5% of the outstanding
      shares of common stock, each director and executive officer of PowerCerv, and
      all directors and executive officers of PowerCerv as a group.




**Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of**
            **Percentage****Beneficial
                Ownership**
            **of
                Class(1)**John
                D. Stanton (2)
            727,271
            23.94%2727
                W Martin Luther King Blvd - Suite 850Tampa,
                FL 33607Mark
                Clancy
            0
            0.00%12409
                Telecom DriveTampa,
                FL 33637Marc
                J. Fratello (3)
            431,462
            18.68%820
                Columbus DriveTierra
                Verde, FL 33715John
                S. McMullen
            657,222
            28.45%371
                Channelside Walk WayTampa,
                FL 33602**Directors
                and Executive Officers as a Group (four persons)**
            **1,815,955**
            **59.79%**





(1)
            Beneficial
                ownership is determined in accordance with the rules of the Securities
                and
                Exchange Commission and generally includes voting or investment power
                with
                respect to securities. For purposes of calculating the percentage
                beneficially owned, the number of shares deemed outstanding includes
                (i)
                2,310,000 shares outstanding as ofAugust
                22, 2005,
                and (ii) shares issuable by Powercerv pursuant to convertible debt
                held by
                the respective person which may be exercised within 60 days following
                the
                date of this document ("Presently Convertible Securities"). Presently
                Convertible Securities are deemed to be outstanding and to be beneficially
                owned by the person holding such security for the purpose of computing
                the
                percentage ownership of such person or group but are not treated
                as
                outstanding for the purpose of computing the percentage ownership
                of any
                other person.





(2)
            Includes
                735,142 Presently Convertible Securities of WhiteKnight of which
                Mr.
                Stanton has a controlling interest.





(3)
            Includes
                331,462 shares held by M.J.F. Limited Partnership, a Nevada limited
                partnership in which Mr. Fratello is the limited partner and
                the
                general partner is a Nevada corporation, of which Mr. Fratello is
                the sole
                shareholder and director.




21




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




On
      December 30, 2003, the Company signed a management and finance agreement for
      consulting services with WhiteKnight SST, Inc. (“WhiteKnight”), to develop and
      implement a business plan for PowerCerv. WhiteKnight has agreed, after the
      Company satisfied its remaining liabilities and distributed any remaining cash
      to its current preferred and common shareholders, to make available to the
      Company $250,000 in convertible debt or equity capital. Pursuant to this
      agreement, WhiteKnight can receive up to a 50 percent equity interest in the
      Company in connection with this infusion of capital. WhiteKnight is controlled
      by John D. Stanton, our Chief Executive Officer and Chairman of the Board and
      Mark Clancy, our Corporate Secretary and Director. As of December 31, 2004,
      WhiteKnight and affiliates of WhiteKnight have advanced $78,709 to PowerCerv.
      Based on the above agreement, this debt can be converted into 735,142 of
      PowerCerv’s common shares as of December 31, 2004.





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





(a)
      Exhibits





The
      following exhibits are filed as a part of, or are incorporated by reference
      into, this Report on Form 10-KSB:





**EXHIBIT
      INDEX**





Exhibit
                Number
              Description
 
 3.1
              Articles
                  of Incorporation of the Company effective as of January 1, 1996,
                  as
                  amended by the Articles of Amendment dated as of January 9, 1996
                  (incorporated herein by reference to Exhibit Number 3.1 to the
                  Company’s
                  Registration Statement on Form S-1 (File No.
                  333-00250)).




3.2
            Bylaws
                of the Company (incorporated herein by reference to Exhibit Number
                3.2 to
                the Company’s Registration Statement on Form S-1 (File No.
                333-00250)).





3.3
            Articles
                of Amendment of the Articles of Incorporation of PowerCerv Corporation
                filed June 1, 2001.





3.4
            Articles
                of Amendment of the Articles of Incorporation of PowerCerv Corporation
                for
                Designation of Preferences, Rights and Limitations of Series C Convertible
                Preferred Stock filed August 31,
                2001.





10.5
            Employment,
                Noncompetition, Development and Confidentiality Agreement, dated
                April 10,
                1997, between the Company and Marc J. Fratello (incorporated herein
                by
                reference from Exhibit Number 10.2 to the Company’s Quarterly Report on
                Form 10-Q for the calendar quarter ended March 31,
                1997).





10.6
            Employment,
                Noncompetition, Development and Confidentiality Agreement, dated
                April 10,
                1997, between the Company and Roy E. Crippen, III (incorporated herein
                by
                reference from Exhibit Number 10.3 to the Company’s Quarterly Report on
                Form 10-Q for the calendar quarter ended March 31,
                1997).





10.8
            Asset
                Purchase Agreement, dated March 30, 1999, by and between the Company
                and
                R.O.I Consulting, Inc. (incorporated herein by reference from Exhibit
                Number 2 to the Company’s Current Report on Form 8-K filed on April 13,
                1999).





22


**EXHIBIT
      INDEX**




Exhibit
                Number
              Description
 
 10.12
              Asset
                  Purchase Agreement by and among PowerCerv Corporation, PowerCerv
                  Technologies Corporation, PCV Acquisition, Inc. and ASA International,
                  Ltd., dated as of October 1, 2002.(Included as Appendix C to PowerCerv's
                  definitive proxy statement dated October 24, 2002 and incorporated
                  herein
                  by reference)





10.13
            Management
                and Finance Agreement by and among PowerCerv Corporation and WhiteKnight
                SST, Inc. dated December 23, 2003.





16.1
            Letter
                from Grant Thornton, LLP on change in certifying accountant (incorporated
                herein by reference from an exhibit to the Registrant’s Current Report on
                Form 8-K dated March 30, 2004, and incorporated herein by
                reference)





21.1
            List
                of Subsidiaries





23.1
            Consent
                of Aidman, Piser & Company,
                P.A.





31.1
            Certification
                to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive
                Officer





31.2
            Certification
                to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial
                Officer





32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 - Chief Executive
                Officer





32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 - Chief Financial Officer





(b) Form
      8-K





(1)
      Reports on Form 8-K filed during the quarter ended December 31,
      2004:





None


23


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




The
      following summarizes the fees paid to Aidman,
      Piser & Company, P.A., Independent Auditors for the
      years ended December 31, 2004 and 2003:





2004
            
            2003Audit
            
            $
            7,500
            
            $
            -Audit-Related
            
            
            -
            
            
            -All
                Other
            
            
            15,000
            
            
            12,000Total
                Fees
            
            $
            22,500
            
            $
            12,000





Audit-Related
      fees are attributable to quarterly review services connected with our filing
      of
      our quarterly reports, Forms 10-QSB. All other fees related to the preparation
      of our income tax returns for the years ended December 31, 2002 and 2003.
      Aidman, Piser & Company, P.A. did not perform any professional services with
      respect to information systems design and implementation for the years ended
      December 31, 2004 and 2003.





The
      Board
      of Directors has considered whether the Audit-Related services provided by
      Aidman, Piser & Company, P.A. are compatible with maintaining that firm’s
      independence. From and after the effective date of the SEC rule requiring Audit
      Committee pre-approval of all audit and permissible non-audit services provided
      by independent registered public accountants, the Board of Directors has
      approved all audit and permissible non-audit services provided by Aidman, Piser
      & Company, P.A.


24





**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 on August 22, 2005.




POWERCERV
                CORPORATIONBy:
            /s/
              John D. StantonJohn
                D. StantonPresident,
                Chief Executive Officer And Chairman of the
                Board




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




**Signature**
            
            **Title**
            
            **Date**/s/
                John D. Stanton
              
              JOHN
                D. STANTON
            
            Chief
                Executive Officer, Chief Financial Officer
              and
                Chairman of the Board
            
            August
                22, 2005/s/
                John S. McMullen
              JOHN
                S. MCMULLEN
            
            Director
            
            August
                22, 2005/s/
                Mark Clancy
              MARK
                CLANCY
            
            Director
            
            August
                22, 2005/s/
                Marc J. Fratello
              MARC
                J. FRATELLO
            
            Director
            
            August
                22, 2005/s/
                Michael J. Dean
              MICHAEL
                J. DEAN
            
            Chief
                Accounting Officer
            
            August
                22, 2005


25


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  
 The
        Board
        of Directors and Stockholders
 PowerCerv
        Corporation
  We
        have
        audited the accompanying consolidated balance sheet of PowerCerv Corporation
        and
        subsidiary as of December 31, 2004 and the related consolidated statements
        of
        operations, stockholders’ deficit, and cash flows for the two years then ended.
        These financial statements are the responsibility of the Company’s management.
        Our responsibility is to express an opinion on these consolidated financial
        statements based on our audits.
  We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (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. The
        Company is not required to have, nor were we engaged to perform, an audit
        of its
        internal control over financial reporting. Our audit included consideration
        of
        internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company’s internal control
        over financial reporting. Accordingly, we express no such opinion. An
        audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements. An audit also includes assessing
        the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinion.
  In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of PowerCerv
        Corporation and subsidiary as of December 31, 2004 and the consolidated results
        of their operations and their cash flows for the two years then ended in
        conformity with accounting principles generally accepted in the United States
        of
        America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 3, the Company sold
        substantially all of its assets on December 1, 2002, and incurred net losses
        in
        2003 and minimal net income in 2004. As of December 31, 2004, the Company’s
        current liabilities exceeded its current assets. These factors, among others
        as
        discussed in Note 3 to the consolidated financial statements, raise substantial
        doubt about the Company’s ability to continue as a going concern. Management’s
        plans in regard to these matters are also described in Note 3. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
  /s/
        Aidman, Piser & Company, P.A.
  August
        2
        , 2005
 Tampa,
        Florida
  
 F-1
 
 **POWERCERV
                      CORPORATION AND SUBSIDIARY****CONSOLIDATED
                      BALANCE SHEET**December
                      31, 2004**ASSETS****CURRENT
                      ASSETS**Cash
                  
                  $
                  20,793Marketable
                      equity securities
                  
                  
                  154,835**Total
                      current assets**
                  
                  $
                  175,628**LIABILITIES
                      AND STOCKHOLDERS' DEFICIT****CURRENT
                      LIABILITIES**Accounts
                      payable
                  
                  $
                  25,529Accrued
                      expenses
                  
                  
                  344,851Due
                      to related party
                  
                  
                  78,709**Total
                      current liabilities**
                  
                  
                  449,089**COMMITMENTS
                      AND CONTINGENCY (Note 9)**
                  
                  
                  -**STOCKHOLDERS'
                      DEFICIT**Common
                      stock, $0.001 par value, 45,000,000 shares
                      authorized,2,310,000
                      shares issued and outstanding
                  
                  
                  2,310Preferred
                      stock, $0.001 par value, 5,000,000 shares
                      authorized,25,000
                      shares issued and no shares outstanding
                  
                  
                  25Additional
                      paid-in capital
                  
                  
                  51,704,944Treasury
                      stock, 25,000 shares of preferred, at cost
                  
                  
                  (25,931
                  )Stock
                      subscription receivable
                  
                  
                  (44,925
                  )Accumulated
                      deficit
                  
                  
                  (51,994,752
                  )Accumulated
                      other comprehensive income
                  
                  
                  84,868**Total
                      stockholders' deficit**
                  
                  
                  (273,461
                  )**Total
                      liabilities and stockholders' deficit**
                  
                  $
                  175,628
  The
            accompanying notes are an integral part of these consolidated financial
            statements
   F-2
 **POWERCERV
                      CORPORATION AND SUBSIDIARY****CONSOLIDATED
                      STATEMENTS OF OPERATIONS**Year
                  
                  Yearended
                  
                  endedDecember
                      31, 2004
                  
                  December
                      31, 2003**REVENUE**
                  
                  $
                  -
                  
                  $
                  -**GENERAL
                      AND ADMINISTRATIVE EXPENSES**
                  
                  
                  78,496
                  
                  
                  195,442**OPERATING
                      LOSS**
                  
                  
                  (78,496
                  )
                  
                  (195,442
                  )**OTHER
                      INCOME (EXPENSES)**Interest
                      expense
                  
                  
                  -
                  
                  
                  (6,180
                  )Investment
                      income
                  
                  
                  -
                  
                  
                  7,112Litigation
                      settlement income
                  
                  
                  125,000
                  
                  
                  -**TOTAL
                      OTHER INCOME**
                  
                  
                  125,000
                  
                  
                  932**INCOME
                      (LOSS) BEFORE INCOME TAX**
                  
                  
                  46,504
                  
                  
                  (194,510
                  )**PROVISION
                      (BENEFIT) FOR INCOME TAXES**
                  
                  
                  -
                  
                  
                  -**NET
                      INCOME (LOSS)**
                  
                  
                  46,504
                  
                  
                  (194,510
                  )Preferred
                      stock dividend
                  
                  
                  (270,000
                  )
                  
                  -**NET
                      LOSS ATTRIBUTABLE TO****COMMON
                      STOCKHOLDERS**
                  
                  $
                  (223,496
                  )
                  $
                  (194,510
                  )**INCOME
                      (LOSS) PER COMMON SHARE**Basic
                      and diluted:Net
                      income (loss)
                  
                  $
                  0.02
                  
                  $
                  (0.15
                  )Net
                      loss attributable to common stockholders
                  
                  $
                  (0.10
                  )
                  $
                  (0.15
                  )**WEIGHTED
                      AVERAGE NUMBER OF****COMMON
                      SHARES OUTSTANDING**Basic
                      and diluted
                  
                  
                  2,143,341
                  
                  
                  1,312,778
  The
            accompanying notes are an integral part of these consolidated financial
            statements
  F-3
 **NANOBAC
                      PHARMACEUTICALS INCORPORATED AND SUBSIDIARIES****CONSOLIDATED
                      STATEMENTS OF CASH FLOWS**Year
                  
                  Yearended
                  
                  endedDecember
                      31, 2004
                  
                  December
                      31, 2003**CASH
                      FLOWS FROM OPERATING ACTIVITIES**Net
                      Income (Loss)
                  
                  $
                  46,504
                  
                  $
                  (194,510
                  )Adjustments
                      to reconcile net income (loss) tonet
                      cash flows from operating activities:Reduction
                      in stock receivable for services
                  
                  
                  -
                  
                  
                  28,000Net
                      (increase) decrease in assets:Other
                      current assets
                  
                  
                  11,000
                  
                  
                  140,923Net
                      increase (decrease) in liabilities:Accounts
                      payable and accrued expenses
                  
                  
                  14,419
                  
                  
                  (310,599
                  )Total
                      adjustments
                  
                  
                  25,419
                  
                  
                  (141,676
                  )**Net
                      cash flows from operating activities**
                  
                  
                  71,923
                  
                  
                  (336,186
                  )**CASH
                      FLOWS FROM INVESTING ACTIVITIES**Payments
                      received on notes receivable
                  
                  
                  110,000
                  
                  
                  124,200**Net
                      cash flows from investing activities**
                  
                  
                  110,000
                  
                  
                  124,200**CASH
                      FLOWS FROM FINANCING ACTIVITIES**Related
                      party loans
                  
                  
                  78,709
                  
                  
                  -Cash
                      dividends to stockholders
                  
                  
                  (272,925
                  )
                  
                  -**Net
                      cash flows from financing activities**
                  
                  
                  (194,216
                  )
                  
                  0Net
                      change in cash
                  
                  
                  (12,293
                  )
                  
                  (211,986
                  )Cash
                      balance, beginning of period
                  
                  
                  33,086
                  
                  
                  245,072**Cash
                      balance, end of period**
                  
                  $
                  20,793
                  
                  $
                  33,086**Supplemental
                      schedule of non-cash investing****and
                      financing activities:**Reduction
                      in stock subscription receivable in lieu ofcash
                      dividend to stockholder
                  
                  $
                  27,075
                  
                  $
                  -Conversion
                      of 997,222 shares of preferred stock for997,222
                      shares of common stock
                  
                  $
                  997
                  
                  $
                  -
 The
            accompanying notes are an integral part of these consolidated financial
            statements
  F-4
 **POWERCERV
                        CORPORATION AND SUBSIDIARY****CONSOLIDATED
                        STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)****FOR
                        THE YEARS ENDED DECEMBER 31, 2003 AND 2004**0;**Accumulated****Additional**
                    
                    
                    
                    **Stock**
                    
                    
                    
                    
                    
                    **Other****Common**
                    
                    **Stock**
                    
                    **Preferred**
                    
                    **Stock**
                    
                    **Paid-in**
                    
                    **Treasury**
                    
                    **Subscription**
                    
                    **Accumulated**
                    
                    **Comprehensive**
                    
                    **Comprehensive****Shares**
                    
                    **Value**
                    
                    **Shares**
                    
                    **Value**
                    
                    **Capital**
                    
                    **Stock**
                    
                    **Receivable**
                    
                    **Deficit**
                    
                    **Income
                        (Loss)**
                    
                    **Income**
                    
                    **Total**Balance,
                        January 1, 2003(as
                        originally reported)
                    
                    
                    1,312,778
                    
                    $
                    1,313
                    
                    
                    1,022,222
                    
                    $
                    1,022
                    
                    $
                    51,704,944
                    
                    $
                    -
                    
                    $
                    (100,000
                    )
                    
                    ($51,616,713
                    )
                    $
                    -
                    
                    $
                    -
                    
                    
                    ($9,434
                    )Prior
                        period adjustment
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    69,967
                    
                    
                    -
                    
                    
                    40,808
                    
                    
                    110,775Balance,
                        January 1, 2003as
                        restated
                    
                    
                    1,312,778
                    
                    
                    1,313
                    
                    
                    1,022,222
                    
                    
                    1,022
                    
                    
                    51,704,944
                    
                    
                    -
                    
                    
                    (100,000
                    )
                    
                    (51,546,746
                    )
                    
                    -
                    
                    
                    40,808
                    
                    
                    101,341Reacquired
                        treasurystock
                        in repaymentfor
                        note receivable,related
                        party
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (25,931
                    )
                    
                    -
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (25,931
                    )Reduction
                        in subscriptionreceivable
                        for services
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    28,000
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    28,000Comprehensive
                        Loss:Net
                        loss
                    
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (194,510
                    )
                    
                    (194,510
                    )
                    
                    
                    
                    
                    (194,510
                    )Unrealized
                        investmentgain
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    12,518
                    
                    
                    12,518
                    
                    
                    12,518Comprehensive
                        loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (181,992
                    )**Balance,
                        Dec 31, 2003**
                    
                    
                    **1,312,778**
                    
                    **$**
                    **1,313**
                    
                    
                    **1,022,222**
                    
                    **$**
                    **1,022**
                    
                    **$**
                    **51,704,944**
                    
                    **$**
                    **(25,931**
                    **)**
                    **$**
                    **(72,000**
                    **)**
                    **$**
                    **(51,741,256**
                    **)**
                    
                    
                    
                    **$**
                    **53,326**
                    
                    **$**
                    **(78,582**
                    **)**Conversion
                        ofpreferred
                        stockto
                        common stock
                    
                    
                    997,222
                    
                    
                    997
                    
                    
                    (997,222
                    )
                    
                    (997
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Common
                        stock dividend
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (30,000
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    (30,000
                    )Preferred
                        stock dividend
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (242,925
                    )
                    
                    -
                    
                    
                    -
                    
                    
                    (242,925
                    )Reduction
                        ofsubscriptionreceivable
                        in lieu ofcash
                        dividend tostockholder
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    27,075
                    
                    
                    (27,075
                    )
                    
                    
                    
                    
                    
                    
                    
                    -Comprehensive
                        income:Net
                        income
                    
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    46,504
                    
                    
                    46,504
                    
                    
                    
                    
                    
                    46,504Unrealized
                        investmentgain
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    31,542
                    
                    
                    31,542
                    
                    
                    31,542Comprehensive
                        income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    78,046**Balance,
                        Dec 31, 2004**
                    
                    
                    **2,310,000**
                    
                    **$**
                    **2,310**
                    
                    
                    **25,000**
                    
                    **$**
                    **25**
                    
                    **$**
                    **51,704,944**
                    
                    **$**
                    **(25,931**
                    **)**
                    **$**
                    **(44,925**
                    **)**
                    **$**
                    **(51,994,752**
                    **)**
                    
                    
                    
                    **$**
                    **84,868**
                    
                    **$**
                    **(273,461**
                    **)**
  The
          accompanying notes are an integral part of these consolidated financial
          statements
  F-5
 POWERCERV
            CORPORATION AND SUBSIDIARY
 NOTES
            TO
            CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
            ENDED DECEMBER 31, 2004 AND 2003
 ***(1)***
                  ***Organization
                      and Operations***
  PowerCerv
            Corporation and its subsidiary, PowerCerv Technologies Corporation are,
            herein
            referred to as the “Company”. On December 1, 2002, the Company completed the
            sale of substantially all of its operating assets to PCV Acquisition,
            Inc., a
            subsidiary of ASA International, Ltd (collectively referred to as “ASA”), a
            holding company of vertical enterprise software solutions based in Framingham,
            Massachusetts. During 2004 and 2003, there were no significant operations
            of
            PowerCerv. On June 14, 2005, the Company announced the completion of
            the
            definitive agreement for the acquisition of Search Play, LLC, an internet
            radio
            operation (see Note12). Subsequent to this acquisition, Powercerv’s primary
            operations will be in the internet radio industry.
  ***(2)***
                  ***Summary
                      of Significant Accounting Policies***
  ***(a)***
                  ***Principles
                      of Consolidation***
  The
            consolidated financial statements include accounts of PowerCerv Corporation
            and
            its subsidiary. All significant intercompany balances and transactions
            have been
            eliminated.
  ***(b)***
                  ***Use
                      of Estimates***
  The
            preparation of consolidated financial statements in conformity with accounting
            principles generally accepted in the United States of America requires
            management to make estimates and assumptions that affect the reported
            amounts of
            assets and liabilities and disclosure of contingent assets and liabilities
            at
            the date of the consolidated financial statements and the reported amounts
            of
            revenues and expenses during the reporting periods. Actual results could
            differ
            from those estimates. To the extent management’s estimates prove to be
            incorrect, financial results for future periods may be adversely affected.
            Significant estimates contained in the accompanying consolidated financial
            statements include management’s estimate of accrued expenses.
  ***(c)***
                  ***Marketable
                      equity securities***
  The
            Company determines the appropriate classification of marketable equity
            securities (held-to-maturity, available-for-sale and trading) at the
            time of
            purchase and re-evaluates such designation at each balance sheet date.
            Marketable equity securities at December 31, 2004 have been classified
            as
            available-for-sale and are carried at fair value, which is determined
            based on
            quoted market prices. Unrealized gains and losses on available-for-sale
            securities are reflected as a component of other comprehensive income
            in the
            accompanying consolidated statement of stockholders’ equity and other
            comprehensive income. All realized and unrealized investment gains and
            losses
            are recognized based on specific identification of the equity
            securities.
 
 ***(d)***
                  ***Income
                      Taxes***
  Deferred
            tax assets and liabilities are recognized for the future tax consequences
            attributable to differences between the financial statement carrying
            amounts of
            existing assets and liabilities and their respective tax bases. Deferred
            tax
            assets and liabilities are measured using enacted tax rates expected
            to apply to
            taxable income in the years in which those temporary differences are
            expected to
            be recovered or settled. The effect on deferred tax assets and liabilities
            of a
            change in tax rates is recognized in operations in the period that includes
            the
            enactment date.
 
 F-6
 
 POWERCERV
                CORPORATION AND SUBSIDIARY
 NOTES
                TO
                CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
                ENDED DECEMBER 31, 2004 AND 2003
 ***(e)***
                  ***Income
                      (Loss) Per Common Share***
  Basic
            income (loss) per common share is computed by dividing net income (loss)
            by the
            weighted average number of common shares outstanding during the reported
            period.
            Diluted income (loss) per common share reflects the potential dilution
            that
            could occur assuming the conversion of the convertible preferred stock
            using the
            if-converted method. The effect of incremental shares from common stock
            equivalents is not included in the calculation of loss per share for
            the years
            ended December 31, 2004 and 2003 as the inclusion of such common stock
            equivalents would be anti-dilutive.
 
 ***(f)***
                  ***Fair
                      Value of Financial Instruments***
  Cash,
            accounts payable, accrued expenses and due to related party are reflected
            in the
            financial statements at their carrying amounts which approximate fair
            value
            because of the short-term maturity of those instruments.
  Marketable
            equity securities consist of publicly traded equity securities which
            are
            classified as available for sale and are recorded at market using the
            specific
            identification method. Unrealized gains and losses (excluding
            other-than-temporary impairments) are reflected in Other Comprehensive
            Income.
  ***(g)***
                  ***Accumulated
                      Other Comprehensive
                      Income***
  Accumulated
            Other Comprehensive Income consists entirely of unrealized gains on marketable
            equity securities classified as available for sale. Accumulated other
            comprehensive income has no applicable income tax as any income tax associated
            with unrealized gains will be offset by a decrease in the deferred tax
            asset
            valuation allowance (see Note 6).
 
 ***(h)***
                  ***New
                      Accounting Pronouncements***
  In
            November 2004, the FASB issued SFAS No. 151, “Inventory Costs.” The statement
            amends Accounting Research Bulletin (“ARB”) No. 43, “Inventory Pricing,” to
            clarify the accounting for abnormal amounts of idle facility expense,
            freight,
            handling costs, and wasted material. ARB No. 43 previously stated that
            these
            costs must be “so abnormal as to require treatment as current period charges.”
            SFAS No. 151 requires that those items be recognized as current-period
            charges
            regardless of whether they meet the criterion of “so abnormal.” In addition,
            this statement requires that allocation of fixed production overhead
            to the
            costs of conversion be based on the normal capacity of the production
            facilities. The statement is effective for inventory costs incurred during
            fiscal years beginning after June 15, 2005, with earlier application
            permitted
            for fiscal years beginning after the issue date of the
            statement. The adoption of SFAS No. 151 is not expected to have any significant
            impact on the Company’s current financial condition or results of
            operations.
 
  F-7
  POWERCERV
              CORPORATION AND SUBSIDIARY
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
              ENDED DECEMBER 31, 2004 AND 2003
 ***(h)***
                  ***New
                      Accounting Pronouncements
                      (continued)***
 
 In
            December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary
            Assets - An Amendment of APB Opinion No. 29.” APB Opinion No. 29,
“Accounting for Nonmonetary Transactions,” is based on the opinion that
            exchanges of nonmonetary assets should be measured based on the fair
            value of
            the assets exchanged. SFAS No. 153 amends Opinion No. 29
            to eliminate
            the exception for nonmonetary exchanges of similar productive assets
            and
            replaces it with a general exception for exchanges of nonmonetary assets
            whose
            results are not expected to significantly change the future cash flows
            of the
            entity. The adoption of SFAS No. 153 is not expected to have any
            impact on
            the Company’s current financial condition or results of operations.
 
 In
            December 2004, the FASB revised its SFAS No. 123 (“SFAS
            No. 123R”), “Accounting for Stock Based Compensation.” The revision
            establishes standards for the accounting of transactions in which an
            entity
            exchanges its equity instruments for goods or services, particularly
            transactions in which an entity obtains employee services in share-based
            payment
            transactions. The revised statement requires a public entity to measure
            the cost
            of employee services received in exchange for an award of equity instruments
            based on the grant-date fair value of the award. That cost is to be recognized
            over the period during which the employee is required to provide service
            in
            exchange for the award. Changes in fair value during the requisite service
            period are to be recognized as compensation cost over that period. In
            addition,
            the revised statement amends SFAS No. 95, “Statement of Cash Flows,” to
            require that excess tax benefits be reported as a financing cash flow
            rather
            than as a reduction of taxes paid. The provisions of the revised statement
            are
            effective for financial statements issued for the first interim or annual
            reporting period beginning after December 31, 2005, with early adoption
            encouraged. The adoption of SFAS No. 123R is not expected to have
            any
            impact on the Company’s current financial condition or results of operations.
            However, in 2006 and thereafter, the Company will recognize all stock
            based
            compensation arrangements at fair value.
 
 In
            March
            2005, the FASB issued interpretation No. 47, “Accounting for Conditional Asset
            Retirement Obligations, an interpretation of FASB Statement No. 143” (“FIN 47”),
            which requires an entity to recognize a liability for the fair value
            of a
            conditional asset retirement obligation when incurred if the liability’s fair
            value can be reasonably estimated. FIN 47 is effective for fiscal years
            ending
            after December 15, 2005. The Company is currently evaluating the effect
            that the
            adoption of FIN 47 will have on its consolidated results of operations
            and
            financial condition but does not expect it to have a material
            impact.
 
 In
            May
            2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Correction
            (“SFAS 154”), which replaces Accounting Principles Board Opinion No. 20
“Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim
            Financial Statements - An Amendment of APB Opinion No. 28.” SFAS 154 provides
            guidance on accounting for and reporting of accounting changes and error
            corrections. It establishes retrospective application, or the latest
            practicable
            date, as the required method for reporting a change in accounting principle
            and
            the reporting of a correction of an error. SFAS 154 is effective for
            accounting
            changes and corrections of errors made in fiscal years beginning after
            December
            15, 2005 and is required to be adopted by the Company in the first quarter
            of
            fiscal 2006. The Company is currently evaluating the effect that the
            adoption of
            SFAS 154 will have on its consolidated results of operations and financial
            condition, but does not expect it to have a material impact.
 
  F-8
  POWERCERV
              CORPORATION AND SUBSIDIARY
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
              ENDED DECEMBER 31, 2004 AND 2003
 ***(3)***
                  ***Liquidity
                      and Management Plans***
 
 The
            accompanying consolidated financial statements have been prepared assuming
            that
            PowerCerv will continue as a going concern. The Company has a working
            capital
            deficiency and a stockholder deficit at December 31, 2004. Further, the
            Company
            did not have revenue generating operations as of December 31, 2004. All
            of these
            matters raise substantial doubt about the ability of the Company to continue
            as
            a going concern. Management believes that revenue generating operations
            will be
            attained with the intended acquisition of Search Play. However, management
            believes that the Company will need to raise additional capital to fund
            the
            operations of SearchPlay while this business generates losses. Capital
            may be
            raised through sales of equity securities, which may result in dilution
            of the
            position of current Stockholders. There is a commitment by WhiteKnight,
            a
            related party, to infuse up to $250,000 of cash into the Company (see
            Note 8).
            As of December 31, 2004, approximately $79,000 of this $250,000 had been
            received by the Company. There are no other firm commitments to invest
            in the
            Company. If the Company is unable to obtain sufficient funding, the Company
            might not attain profitability.
 
 There
            can
            be no assurance that the Company will be successful in consummating the
            acquisition of SearchPlay, obtaining debt or equity funding to achieve
            its
            financial objectives, achieving consistent profitability and continue
            as a going
            concern. The financial statements do not include any adjustments to the
            carrying
            amount of assets and the amounts and classifications of liabilities that
            might
            result from the outcome of this uncertainty.
 
 ***(4)***
                  ***Marketable
                      equity securities***
 
 Marketable
            equity securities consist of the following at December 31, 2004:
 Net
                        Unrealized
                    
                    FairCost
                    
                    Holding
                        Gains
                    
                    ValueCommon
                        stocks
                    
                    $
                    69,967
                    
                    $
                    84,868
                    
                    $
                    154,835
 ***(5)***
                  ***Accrued
                      Expenses***
  Accrued
            expenses consist of the following at December 31, 2004:
  State
                      tax assessments
                  
                  $
                  20,000Other
                  
                  
                  324,851Total
                      accrued expenses
                  
                  $
                  344,851
 
  F-9
  POWERCERV
              CORPORATION AND SUBSIDIARY
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
              ENDED DECEMBER 31, 2004 AND 2003
 ***(6)***
                  ***Income
                      Taxes***
  During
            the years ended December 31, 2004 and 2003 there was no current or deferred
            provision or benefit for income taxes. The following table accounts for
            the
            differences between the actual tax provision and the amounts obtained
            by
            applying the statutory U.S. federal income tax rates of 34% to the income
            (loss)
            before income taxes:
  **2004**
                  
                  **2003**Statutory
                      tax benefit
                  
                  $
                  16,000
                  
                  
                  ($66,100
                  )State
                      taxes, net of federal benefit
                  
                  
                  2,000
                  
                  
                  (7,800
                  )Change
                      in valuation allowance
                  
                  
                  (18,000
                  )
                  
                  73,900Provision
                      (benefit) for income taxes
                  
                  $
                  -
                  
                  $
                  -
 
 The
            components of deferred tax asset as of December 31, 2004 are as
            follows:
  Deferred
                      tax asset:Net
                      operating carryforwards
                  
                  $
                  14,005,000Valuation
                      allowance
                  
                  
                  (14,005,000
                  )Deferred
                      tax asset, net ofvaluation
                      allowance
                  
                  $
                  -
 
 Deferred
            income taxes reflect the tax consequences on future years of differences
            between
            the tax bases of assets and liabilities and their bases for financial
            reporting
            purposes. In addition, future tax benefits, such as net operating loss
            carryforwards, are recognized to the extent that realization of such
            benefits is
            more likely than not. PowerCerv has assessed its ability to realize future
            tax
            benefits, and concluded that as a result of the history of losses, it
            was more
            likely than not, that such benefits would not be realized. Accordingly,
            PowerCerv has recorded a full valuation allowance against future tax
            benefits.
 
 As
            of
            December 31, 2004, PowerCerv had a federal net operating loss carry forward
            of
            approximately $37 million. If not utilized, the losses will begin to
            expire in
            2010. Under Section 382 and 383 of the Internal Revenue Code, if an ownership
            change occurs with respect to a “loss corporation”, as defined, there are annual
            limitations on the amount of the net operating loss and other deductions
            which
            are available to the company. The Company has not determined whether
            their
            losses are subject to these limitations. The net operating losses shown
            as
            deferred assets could be significantly limited if they are subject to
            these
            limitations. During the period ended December 31, 2004, the Company has
            taxable
            income. The Company believes that a sufficient amount of the net operating
            losses will be available to offset the current income even if Sections
            382 and
            383 apply.
 
 Changes
            in the valuation allowance during the years ended December 31, 2004 and
            2003
            were as follows:
  **2004**
                  
                  **2003**Valuation
                      allowance, beginning of year
                  
                  
                  ($14,023,000
                  )
                  
                  ($13,949,000
                  )Current
                      operations
                  
                  
                  18,000
                  
                  
                  (74,000
                  )Valuation
                      allowance, end of year
                  
                  
                  ($14,005,000
                  )
                  
                  ($14,023,000
                  )
 
  F-10
  POWERCERV
              CORPORATION AND SUBSIDIARY
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
              ENDED DECEMBER 31, 2004 AND 2003
 ***(7)***
                  ***Stockholders’
                      Equity***
  The
            Company’s Articles of Incorporation authorize and permit the Company’s Board of
            Directors to issue up to 5,000,000 shares of preferred stock (par value
            of $.001
            per share) in one or more series, and to fix the relative rights, preferences
            and limitations of each series. Upon liquidation, holders of Preferred
            Stock
            will receive $1.00 per share before any distribution to holders of Common
            Stock.
            The Preferred Stock is convertible to Common Stock, at the option of
            the holders
            of the Preferred, at a conversion rate of one share of Common Stock for
            each
            share of Preferred Stock being converted. The holders of Preferred Stock
            are
            entitled to one vote for each whole share of Common Stock into which
            such
            Preferred Stock could then be converted. The Preferred Stock carries
            no
            cumulative dividend or coupons, however, the holders of Preferred Stock
            are
            entitled to receive such dividends as declared for Common Stock on a
            one for one
            basis. At the earlier of August 31, 2006 or upon a change of control
            of the
            Company, Preferred Stock can be redeemed at the option of the Company
            at $1.00
            per share.
 
 During
            2001, in consideration for the Preferred Stock, the Company received
            cash of
            $600,000, two notes receivable of $200,000 ($100,000 from a director
            of the
            Company). One note was settled in 2002. The remaining note receivable
            was
            reduced from $100,000 to $72,000 in 2003 as part of a settlement agreement.
            This
            note receivable bears interest at 2.5% annually, interest-only payable
            through
            September 2004, $6,000 due September 30, 2004, quarterly $3,000 principal
            payments due through June 2006, and the balance maturing September 30,
            2006. The
            note receivable was reduced $27,075 in 2004 in lieu of payment of a cash
            dividend to the maker of the note receivable. The remaining balance of
            $44,925
            was repaid during March 2005. The note receivable is included as stock
            subscription receivable as of December 31, 2004 and 2003 and is a reduction
            of
            stockholders’ equity.
 
 PowerCerv
            entered into agreements with holders of 772,222 shares of its preferred
            stock
            pursuant to which they agreed to vote their shares of preferred stock
            and common
            stock, if any, in favor of the sale transaction to ASA. In addition,
            the
            Stockholders had the right to convert their shares of preferred stock
            into
            common stock following the transaction in accordance with the terms of
            the
            preferred stock. Upon conversion, PowerCerv agreed that the holders of
            the
            preferred stock would receive 90% of any distribution to Stockholders
            with the
            remaining 10% distributed to holders of the common stock. During 2004,
            $270,000
            of $300,000 cash dividends were paid to the preferred stockholders in
            accordance
            with the above agreement. Following the payment of dividends, all remaining
            preferred stock (excluding those shares held as treasury stock) were
            converted
            to shares of the Company’s common stock on a one for one basis.
 
 A
            preferred stock dividend of $0.27075 per share, for a total of $270,000,
            was
            paid March 1, 2004 for preferred stockholders of record as of February
            27, 2004.
            On March 2, 2004, 997,222 Preferred Shares were converted to 997,222
            Common
            Shares on a one for one basis. A common stock dividend of $0.2286 per
            share, for
            a total of $30,000, was paid March 10, 2004 for common stockholders of
            record as
            of March 8, 2004. No dividends were paid in 2003.
  F-11
  POWERCERV
              CORPORATION AND SUBSIDIARY
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
              ENDED DECEMBER 31, 2004 AND 2003
 ***(8)***
                  ***Related
                      party transactions***
 
 Material
            related party transactions that have been entered into by the Company
            that are
            not otherwise in these notes are summarized below.
  On
            March
            31, 1999, the Company sold its general consulting and general education
            business
            (consulting and education services other than its application-related
            services)
            to a related party. Consideration totaled approximately $10 million and
            consisted of a combination of cash, PowerCerv common stock and a note
            receivable
            that matured in 2004 and had an interest rate of 4.56%. During, 2003,
            the
            Company reacquired 25,000 shares of preferred stock in lieu of $25,931
            cash
            payments on this note receivable. During 2004, the final cash payment
            of
            $110,000 was collected on this note receivable.
 
 On
            December 30, 2003, the Company signed a management and finance agreement
            for
            consulting services with WhiteKnight SST, Inc. (“WhiteKnight”), to develop and
            implement a business plan for PowerCerv. WhiteKnight has agreed, after
            the
            Company satisfied its remaining liabilities and distributed any remaining
            cash
            to its current preferred and common Stockholders, to make available to
            the
            Company $250,000 in convertible debt or equity capital. Pursuant to this
            agreement, WhiteKnight can receive up to a 50 percent equity interest
            in the
            Company in connection with this infusion of capital. WhiteKnight is controlled
            by the Company’s present Chief Executive Officer and Corporate Secretary, who
            also comprise 50% of Powercerv’s Board of Directors. As of December 31, 2004,
            WhiteKnight and affiliates of WhiteKnight have advanced $78,709 to PowerCerv
            and
            is included in the accompanying consolidated balance sheet as due to
            related
            party. Based on the above agreement, this debt can be converted into
            735,142 of
            PowerCerv’s common shares as of December 31, 2004.
 
 ***(9)***
                  ***Commitments
                      and Contingencies***
   ***(a)***
                  ***Indemnifications***
  The
            Company indemnified its officers and directors against costs and expenses
            related to Stockholder and other claims (i.e. only actions taken in their
            capacity as officers and directors) that are not covered by the Company’s
            directors and officers insurance policy. This indemnification is ongoing
            and
            does not include a limit on the maximum potential future payments, nor
            are there
            any recourse provisions or collateral that may offset the cost. As of
            December
            31, 2004, the Company has not recorded a liability for any obligations
            arising
            as a result of these indemnifications.
 
  F-12
  POWERCERV
              CORPORATION AND SUBSIDIARY
 NOTES
              TO
              CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
              ENDED DECEMBER 31, 2004 AND 2003
 ***(10)***
                  ***Employee
                      Benefit Plans***
  ***(a)***
                  ***Defined
                      Contribution Plan***
  The
            Company has a 401(k) plan covering employees who meet established eligibility
            requirements. The Company had no employees during 2004 and 2003 and has
            made no
            contributions to this plan.
  ***(b)***
                  ***Stock
                      Option Plan***
  In
            June
            1995, the Company established a stock option plan, which provides for
            the
            granting of both incentive stock options and non-statutory stock options.
            Only
            employees are eligible to receive grants of incentive stock options.
            Generally,
            options granted under this stock option plan expire 10 years after the
            date of
            grant, are exercisable at various times up to four years from the date
            of grant
            and are granted at fair market value on the date of the grant. A total
            of
            519,444 shares have been reserved for issuance under the plan. As of
            December
            31, 2004 and 2003 there were no outstanding stock options.
  ***(11)***
                  ***Prior
                      period adjustment:***
  In
            2004,
            the Company determined that it had not properly recorded marketable equity
            securities held by the Company. The following table reflects the impact
            of the
            restatement on the relevant items of the Company’s financial statements as of,
            and for the year ended December 31, 2003.
 As
                      Originally
                  
                  
                  
                  AsReported
                  
                  Adjustments
                  
                  RestatedInvestments
                  
                  $
                  -
                  
                  $
                  123,293
                  
                  $
                  123,293Total
                      current assets
                  
                  
                  154,086
                  
                  
                  123,293
                  
                  
                  277,379Accumulated
                      deficit
                  
                  
                  (51,811,223
                  )
                  
                  69,967
                  
                  
                  (51,741,256
                  )Accumulated
                      othercomprehensive
                      income
                  
                  
                  -
                  
                  
                  53,326
                  
                  
                  53,326Total
                      Stockholders’ Deficit
                  
                  
                  (201,875
                  )
                  
                  123,293
                  
                  
                  (78,582
                  )Total
                      Liabilities &Stockholders’
                      Deficit
                  
                  
                  154,086
                  
                  
                  123,293
                  
                  
                  277,379
 
 ***(12)***
                  ***Subsequent
                      events:***
  On
            June
            14, 2005, the Company announced its intention to acquire Search Play,
            LLC. The
            Company proposes to exchange approximately 40 million shares of newly
            issued
            common stock for 100% of the common stock of Search Play, LLC. The acquisition
            will include http://www.radioio.com , http://www.searchplay.com , http://www.soundpass.com and all
            intellectual property associated with these businesses. Search Play,
            LLC
            currently operates radioio.com, a 15 channel internet radio group.
 
 F-13