UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the transition period from _________________ to ________________

                        Commission file number: 333-49388

                       CHINA WIRELESS COMMUNICATIONS, INC.
                 (Name of small business issuer in its charter)

               NEVADA                                      91-1966948
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

          7365 VILLAGE SQUARE DRIVE #1611, CASTLE ROCK, COLORADO 80108
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (720) 733-6214

       Securities registered under Section 12(b) of the Exchange Act: NONE

       Securities registered under Section 12(g) of the Exchange Act: NONE



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

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

State issuer's revenues for its most recent fiscal year:  $301,750

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $12,026,532 AS OF MARCH 26, 2003

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 21,500,000 AS OF MARCH 26, 2003

Transitional Small Business Disclosure Format (Check one):    Yes     ; No  X
                                                                 -----    -----


<PAGE>

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         Under the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 (the "PSLRA"),  we caution readers  regarding forward looking
statements  found in this report and in any other  statement  made by, or on our
behalf,  whether  or not in future  filings  with the  Securities  and  Exchange
Commission.  Forward-looking  statements  are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any  forward-looking  statements  made by or on our behalf.  We disclaim  any
obligation to update forward-looking statements.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         We  are in  the  business  of  providing  telecommunications  services,
principally in the People's Republic of China ("PRC").

BACKGROUND

         We were originally incorporated by AVL Information Systems Ltd. ("AVL")
and its  principal  officers and  directors in Nevada on March 8, 1999 under the
name AVL SYS International  Inc.. AVL is a Canadian public company that owns and
licenses  certain  technology and automatic  vehicle location  systems.  AVL has
incurred  significant  operating losses over the past six fiscal years and has a
working capital deficiency,  which casts doubt upon its ability to continue as a
going concern.  AVL and its principal officers and directors  incorporated us in
an effort to start anew and to take  advantage of what they  perceived to be the
benefits of a United States publicly  traded company.  They believed that a U.S.
publicly  traded  company would provide a level of  credibility in the automatic
vehicle  location  system  industry,  access to  additional  funding in the U.S.
markets,  and the  ability  for us to enter  into  strategic  alliances  for the
development,  manufacturing and sale of automatic  vehicle location systems.  We
changed our name to i-Track, Inc. on March 9, 2000.

         Effective  September  30, 2001,  we entered into a Worldwide  Exclusive
Distribution  Agreement with AVL,  covering all of the products  manufactured by
AVL,  including the Spryte System(TM) and the Chaperone  Personal Tracking Unit.
These products are automatic  vehicle  location  systems that  integrate  Global
Positioning System technology, cellular-wireless communications and the Internet
to  enable   companies  to  efficiently   manage  their  mobile  resources  with
location-relevant and time-sensitive information. These products are designed to
enable  customers to use the  Internet to track the movement of their  vehicles,
employees,  and goods and  services.  While there are  several  ways to transmit
information  from a vehicle to a central  location,  we believe  these  products
provide significant value to customers by reducing their costs of doing business
and increasing the productivity of their mobile resources.

         While we were able to sell AVL's  products,  we realized that our level
of sales would not be  sufficient  to sustain the costs of  operating a publicly
traded  company.  Our exclusive  distribution  agreement  with AVL was cancelled
effective  as of  December  31,  2002  and we  began  to seek  another  business
opportunity.  On March 22, 2003,  we acquired all of the issued and  outstanding
shares  of  Strategic  Communications  Partners,  Inc.,  a  Wyoming  corporation
("Strategic"),  pursuant to the terms of a Share Exchange Agreement. We issued a
total of 19,000,000 restricted shares of our common stock to the shareholders of
Strategic, so that the Strategic shareholders as a group own approximately 88.4%
of our outstanding shares of common stock.

         Immediately  prior to the closing of the  acquisition of Strategic,  we
entered into an Assignment  and  Assumption  Agreement  with AVL, under which we
transferred our business to AVL and AVL assumed our liabilities  that related to
this business. Our note receivable from a related party in the amount of $31,345
at December 31, 2002, was offset against accrued

                                       2

<PAGE>

management fees of $30,000 owed  to AVL. In  addition,  Peter  Fisher,  our sole
officer and a director,  and Tyler Fisher,  who were owed  $257,410  at December
31, 2002 by us,  agreed to accept stock as payment of this debt.

         In connection with our acquisition of Strategic, we changed our name to
China Wireless Communications, Inc. effective March 24, 2003.

STRATEGIC COMMUNICATIONS PARTNERS, INC.

         Strategic was  incorporated in the State of Wyoming on August 13, 2002.
It provides  financial,  technical,  and marketing  services for an  investment,
Goldvision  Technologies Ltd.  ("Goldvision")  in Beijing,  People's Republic of
China  ("PRC").   Strategic   Communications  Partners  Limited  ("SCPL")  is  a
subsidiary of Strategic. SCPL was incorporated in Hong Kong on December 9, 2002.
SCPL's operations to date consist solely of supporting the Beijing investment.

         On December 18, 2002, SCP entered into  agreements with  Goldvision,  a
company  incorporated  in the PRC, which is engaged in the business of providing
satellite  communication,  broadband  internet,  content,  wireless  access  and
transport in Beijing. SCP will earn an initial 18% equity interest in Goldvision
by paying $4,800,000,  with the purchase price to be paid prorata over 12 months
from the effective date of the  agreement,  which is February 18, 2003. SCP will
have an 18% equity  interest  in  Goldvision  after  these  payments.  SCP shall
acquire  an  additional  6%  equity   interest  in  Goldvision  by  contributing
$2,400,000  over a  period  of 12  months  after  the  purchase  of the  initial
interest.  Under  these  agreements,  SCP will  receive  49% of all  future  net
revenues from the sale of all services.

         On  March 4,  2003,  SCPL set up a  wholly  owned  foreign  enterprise,
Beijing In-Touch  Information System Co. Ltd.  ("In-Touch") in the PRC. In-Touch
is engaged in the business of  telecommunication  system integration,  broadband
wireless  access  providers  and providers of VPN's and other  wireless  access,
transport and enhanced  data  services.  Essentially,  In-Touch is the exclusive
provider  of  wireless  "last  mile"  services  to large  commercial  users  and
carriers.

         As of March 24, 2003, SCP has 7 employees,  4 of which are full-time in
the United States.  In-Touch in Beijing has 25 full-time employees.  None of our
employees is covered by a collective bargaining agreement.

         COMPETITION

         The telecommunications  industry is highly competitive. We compete with
a number of other companies,  including major communications  companies that are
more  experienced  and  have  greater  financial  resources.  We do  not  hold a
significant competitive position in this industry.

COMPLIANCE WITH GOVERNMENTAL REGULATIONS

         Our operations are subject to various levels of government controls and
regulations in the PRC.


ITEM 2.  DESCRIPTION OF PROPERTY.

         Our  principal  executive  offices are located at 7365  Village  Square
Drive #1611, Castle Rock, Colorado, where we lease approximately 850 square feet
of space on a lease expiring in July 2003.


ITEM 3.  LEGAL PROCEEDINGS.

         None.


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

         None.

                                       3
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common  stock was  approved  for  trading  on the  over-the-counter
bulletin board  ("OTCBB") under the symbol "ITRK" on August 7, 2001. On December
2, 2002,  the symbol was changed to "ITCK" to reflect a 1-for-20  reverse  stock
split.  The  following  table sets forth the range of high and low  closing  bid
quotations  of our common stock for each fiscal  quarter  since August 2001,  as
adjusted to reflect the reverse stock split:

                                                   BID OR TRADE PRICES

        2001 FISCAL YEAR                         HIGH               LOW
        ----------------                         ----               ---

        Quarter Ending 09/30/01...............  $20.00            $20.00
        Quarter Ending 12/31/01...............  $30.00            $12.00

        2002 FISCAL YEAR                         HIGH               LOW
        ----------------                         ----               ---
        Quarter Ending 03/31/02...............  $ 8.80            $ 3.60
        Quarter Ending 06/30/02...............  $ 4.80            $ 2.40
        Quarter Ending 09/30/02...............  $ 2.50            $ 0.80
        Quarter Ending 12/31/02...............  $ 1.20            $ 0.12

         As of March 26, 2003,  there were  approximately  130 record holders of
our common stock

         On March 26, 2003,  the closing price for our common stock on the OTCBB
was $0.75.

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up,  mark-down,  or commission  and may not  necessarily  represent  actual
transactions.

         During the last two fiscal years,  no cash dividends have been declared
on our common stock and we do not anticipate  that dividends will be paid in the
foreseeable future.

         As of December 31, 2002,  we had an equity  compensation  plan that had
been approved by the board of directors but not adopted by the  shareholders.  A
2003 Stock Plan was adopted in January 2003.


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

OVERVIEW

         Effective March 22, 2003, an arrangement was completed between i-Track,
Inc. and Strategic  Communications  Partners,  Inc., whereby the shareholders of
Strategic  exchanged  all of  their  common  shares  for  19,000,000  shares  of
i-Track's common stock.

         Following the  acquisition  the former  shareholders  of Strategic held
approximately   88.4%  of  our  total  issued  and  outstanding  common  shares.
Accordingly,  Strategic was thereby deemed to be the acquiror.  Accordingly, the
transaction  has been  accounted  for as a reverse  takeover  using the purchase
method whereby the assets and liabilities of i-Track have been recorded at their
fair market  values and  operating  results have been  included in our financial
statements from the effective date of purchase. The fair value of the net assets
acquired is equal to their book values.

         Included in this report are the audited financial statements of i-Track
as of and for the year ended December 31, 2002, the audited financial statements
of Strategic as of and for the period ended December 31, 2002, and the pro forma
combined  balance sheet and statement of operations  reflecting the  acquisition
transaction.


                                       4
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgments  that affect the reported  amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and  liabilities.  On an ongoing basis,  we evaluate our estimates.  We base our
estimates on  historical  experience  and on various other  assumptions  that we
believe to be reasonable under the circumstances,  the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different  assumptions or conditions;  however, we believe
that  our  estimates,   including  those  for  the  above-described  items,  are
reasonable.

FOREIGN CURRENCIES

         Transactions  in foreign  currencies are translated at the  approximate
rates of exchange on the dates of transactions.  Monetary assets and liabilities
denominated in foreign  currencies at year end are translated at the approximate
rates ruling at the balance sheet date.  Non-monetary assets and liabilities are
translated  at the  rates  of  exchange  prevailing  at the  time  the  asset or
liability was acquired.  Exchange gains and losses are recorded in the statement
of operations.

I-TRACK, INC.

         RESULTS OF OPERATIONS. i-Track generated sales of $301,750 for the year
ended December 31, 2002, as compared to $60,000 for the preceding  year. Cost of
sales,  as a percentage  of sales,  decreased to 83.1% from 85.6%.  Accordingly,
gross profit  increased  from $8,640 for fiscal 2001 to $51,115 for fiscal 2002.
Administrative  and selling  expenses  increased  147.9% from $34,165 in 2001 to
$84,697 in 2002 due to the higher  level of  activity  in 2002.  Management  and
other fees to  stockholders  increased  from $0 in 2001 to $258,000 in 2002. The
increase was due to the accrual of compensation to Peter Fisher and Tyler Fisher
in the aggregate  amount of $258,000.  They had not received any compensation in
2001. In 2001, we expensed the amounts  loaned to AVL  Information  Systems Ltd.
and its subsidiary and the accrued  interest on those loans as bad debts,  as we
did not believe that the loans would be repaid.  As a result,  we incurred a net
loss of $1,334,786 for the year ended December 31, 2001, as compared to $291,582
for the year ended December 31, 2002.

         LIQUIDITY AND CAPITAL RESOURCES.  For the year ended December 31, 2002,
we used  cash of $1,894  in our  operations.  There  were no cash  financing  or
investing  activities in 2002. In  comparison,  for the year ended  December 31,
2001,  we used cash of $30,141 in our  operations,  which was offset by net cash
provided  by  financing  activities  of  $28,334.  Our public  offering  and the
exercise of warrants  resulted in net  proceeds  of  $250,095.  Of this  amount,
$20,000 was used to repay related party  advances and $201,761 was loaned to AVL
and its subsidiary.

         We  loaned  funds to AVL and its  subsidiary  in 2001 to  enable  those
entities to get the Chaperone  units to market more quickly.  However,  we wrote
off those loans as bad debts due to AVL's poor financial condition.

         At December 31, 2002, we had a working capital  deficiency of $294,034,
as compared to a deficiency  of $1,107 at December 31, 2001. Of the 2002 amount,
$257,410 was due to Peter Fisher and Tyler Fisher for compensation.

         The report of our independent  auditor on the financial  statements for
the period ended December 31, 2002,  includes an explanatory  paragraph relating
to the  uncertainty of our ability to continue as a going concern.  As explained
elsewhere in this report,  we have been dependent  upon AVL and AVL's  financial
condition is also uncertain.

STRATEGIC COMMUNICATIONS PARTNERS, INC.

         RESULTS OF OPERATIONS.  Strategic was  incorporated on August 13, 2002.
It is  considered  to be in the  development  stage  and has  not yet  generated
revenues  from  planned  principal  operations.  The period  from  inception


                                       5
<PAGE>

to December  31,  2002,  it has  incurred  general and  administrative  expenses
of $1,015,482 and a net loss of $1,014,999.

         LIQUIDITY AND CAPITAL  RESOURCES.  For period ended  December 31, 2002,
Strategic used cash of $134,874 for operating  activities.  The most significant
adjustment to reconcile the net loss to net cash used in operations is $809,350,
which is the  valuation of the shares of common  stock  issued as  compensation.
Investing  activities  also used cash of  $60,000,  which  was an  advance  to a
related party. See Item 12. Certain Relationships and Related Transactions. Cash
of $392,450 was provided by financing  activities,  in the form of proceeds from
the issuance of stock ($367,950) and net borrowing of $24,500.

         At  December  31,  2002,  Strategic  had a working  capital  surplus of
$162,301, of which $197,576 was in the form of cash and cash equivalents.

PLAN OF OPERATION

         As described above, i-Track completed the acquisition of Strategic in a
reverse takeover  transaction.  Accordingly,  this plan of operation  discussion
focuses on the proposed operations of Strategic.

         Strategic  will market and sell services over the existing  operational
Goldvision  delivery  networks.   These  services  comprise   telecommunications
services,  broadband access, and VSAT (satellite)  internet services in Beijing,
PRC.  Goldvision  has a monopoly  right to  wireless  spectrum  in this  market.
Goldvision has built a 155Mbps wireless ring in Beijing around its 3-Ring Road.

         The Company is in discussion with several investment sources to provide
the capital required to fund operations over the next several years. The Company
will need to raise substantial capital over the next year to fund its commitment
to Goldvision and its  operations.  The  continuation  of the Company as a going
concern is dependent  upon the successful  implementation  of its business plan,
raising capital, and ultimately achieving profitable operations.  However, there
can be no assurance that the business plan will be successfully implemented. The
inability  of the company to  implement  the business  plan  successfully  could
adversely impact the Company's business and prospects.

         The Company is also in discussions  with several large Chinese national
companies to provide wireless access to their customers.

         The Company  plans  currently to increase  its staffing  levels only as
required by its operations.  The Company currently has no plans to significantly
increase the number of its employees.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


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

         Effective  October 5, 2001,  we changed our  independent  auditors from
Stark Winter  Schenkein & Co.,  LLP,  f/k/a Stark  Tinter,  &  Associates,  LLC,
Denver,  Colorado,  to Edward,  Melton,  Ellis,  Koshiw & Company,  P.C.,  Troy,
Michigan. The change was not related to the competence, practices and procedures
of Stark Winter Schenkein & Co., LLP.

         We believed that it would be more  convenient and cost effective for us
to retain auditors with offices  located in the State of Michigan.  Stark Winter
Schenkein & Co, LLP did not maintain  offices in the State of  Michigan,  and we
identified Edward, Melton, Ellis, Koshiw & Company, P.C. as independent auditors
with offices

                                       6
<PAGE>

in Troy and Ann  Arbor,  Michigan.  Our  board of  directors  has  approved  the
engagement of Edward, Melton, Ellis, Koshiw & Company, P.C.

         Stark Winter Schenkein & Co., LLP audited our financial  statements for
the period  March 9, 1999  (inception)  to December  31, 1999 and the year ended
December 31, 2000.  Stark Winter Schenkein & Co., LLP's reports for such periods
did not  contain  an adverse  opinion or  disclaimer  of  opinion,  nor were the
reports  qualified  or modified  as to  uncertainty,  audit scope or  accounting
principles, except for our ability to continue as a going concern. There were no
disagreements with Stark Winter Schenkein & Co., LLP on any matter of accounting
principles or practices,  financial  statements  disclosure,  or auditing  scope
procedure,  which  disagreements,  if not resolved to the  satisfaction of Stark
Winter  Schenkein & Co., LLP,  would have caused such firm to make  reference to
the subject  matter of the  disagreements  in connection  with its report on our
financial statements.  In addition, there were no such events as described under
Item 304 of  Regulation  S-B  during  the period  March 9, 1999  (inception)  to
December  31,  1999 and the year ended  December  31,  2000,  or through  and to
October 5, 2001.

         We did not consult with Edwards, Melton, Ellis, Koshiw & Company, PC as
to (i) our  registration  statement  filed on Form SB-1; (ii) the application of
accounting  principles to a specific completed or contemplated  transaction,  or
the type of audit  opinion that might be rendered on our  financial  statements,
and no  written  or oral  advice  was  provided  that  was an  important  factor
considered  by us in  reaching  a  decision  as to an  accounting,  auditing  or
financial reporting issue.

         Effective December 19, 2002, Edwards,  Melton, Ellis, Koshiw & Company,
P.C. ("Edwards") resigned as our independent accountant. Edwards had informed us
that it was no longer going to be conducting audits of public companies.

         During the two most  recent  fiscal  years and the  subsequent  interim
period,  neither  we nor  anyone on our behalf  consulted  any other  accountant
regarding any of the matters identified in Item 304(a)(2) of Regulation S-B.

         Edwards  audited our financial  statements  for the year ended December
31, 2001. Edwards' report for such periods did not contain an adverse opinion or
a  disclaimer  of  opinion,  nor was the  report  qualified  or  modified  as to
uncertainty,  audit  scope or  accounting  principles  except for our ability to
collect on $1,289,761 of loans receivable shown on our balance sheet at December
31, 2001 and our ability to continue as a going concern. The Edwards' report was
subsequently  reissued to reflect our assessment that the above loans receivable
should have been written off as bad debts as of December 31, 2001.

         During the two most  recent  fiscal  years and the  subsequent  interim
period ending December 19, 2002, there were no disagreements with Edwards on any
matter of accounting principles or practices,  financial statements  disclosure,
or  auditing  scope  procedure,  which  disagreements,  if not  resolved  to the
satisfaction  of Edwards,  would have caused such firm to make  reference to the
subject  matter  of the  disagreements  in  connection  with its  report  on our
financial statements.  In addition, there were no such events as described under
Item 304 of  Regulation  S-B during  our two most  recent  fiscal  years and the
subsequent interim period ending December 19, 2002.

         Effective  February  19,  2003,  we engaged  The Rehmann  Group,  Troy,
Michigan, as our principal  accountant.  Our board of directors has approved the
engagement of The Rehmann Group.

         Prior to our engagement of The Rehmann Group, we had not consulted with
The Rehmann Group as to the application of accounting principles to any specific
completed or contemplated  transaction,  or the type of audit opinion that might
be  rendered  on our  financial  statements,  and no written or oral  advice was
provided that was an important factor considered by us in reaching a decision as
to an accounting, auditing or financial reporting issue.


                                       7
<PAGE>
                                    PART III

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

         Our executive officers and directors are:

         NAME                     AGE       POSITION

         Phillip Allen             54       President, Chief Executive Officer
                                            and Director

         Brad Woods                44       Chief Financial Officer, Secretary,
                                            Treasurer and Director

         Peter W. Fisher           55       Director

         Our  shareholders  elect  our  directors  annually  and  our  board  of
directors appoints our officers  annually.  Vacancies in our board are filled by
the  board  itself.  Set  forth  below  are  brief  descriptions  of the  recent
employment and business experience of our executive officers and directors.

PHILLIP ALLEN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

         Mr. Phillip Allen became our president,  chief executive  officer and a
director  upon  the  acquisition  of  Strategic.  He has  been  involved  in the
telecommunications  industry  since 1990.  Mr. Allen has held senior  management
positions with a number of  development  stage and startup  companies  including
Capital Acceleration Corporation, Athena International,  STA Telecommunications,
GTE, VDC Telecommunications and Strategic Communications. From September 1998 to
April  1999,  he was the  sales  director  for VDC  Telecommunications,  Denver,
Colorado,  where he hired and trained sales staff, negotiated carrier contracts,
and defined product and service offering.  From April 1999 to April 2000, he was
the   president   of   In-Touch   Communications,    Littleton,    Colorado,   a
telecommunications   consulting  firm,  which  provided  international  enhanced
services. He founded Strategic  Communications  Partners  International in April
2000,  which  provided  telecommunications  consulting  services  in the area of
international carrier terminations and enhanced services. He served as president
of this company until July 2002.  In August 2002,  he founded  Strategic to take
advantage of the wireless  broadband  opportunity  in China.  He graduated  from
Central Michigan University with a B.S. degree in Business, Education and Social
Sciences and an M.A. in General  Educational  Administration  and has  completed
work on a doctorate program in Labor and Industrial  Relations at Michigan State
University.

BRAD WOODS, CHIEF FINANCIAL OFFICE, SECRETARY, TREASURER AND DIRECTOR

         Mr. Brad Woods became our chief financial officer, secretary, treasurer
and a director upon the acquisition of Strategic. He is a member of Breckenridge
Capital  Consulting  Group,  LLC. He has extensive  experience in  international
investments,  acquisitions, taxation, and computer applications with both public
and private  companies.  Mr.  Woods has also  worked for Arthur  Andersen & Co.,
where he  executed  projects  for and on behalf of  clients  in the oil and gas,
financial services, leasing, lodging, retail and light manufacturing industries.
His  experience   includes   practicing   before  the  Securities  and  Exchange
Commission, both with existing public companies and initial public offerings. He
has also  served as an  advisor to  numerous  companies.  Mr.  Woods is a CPA in
Colorado and received his bachelor's degree in Business  Administration  with an
emphasis in Accounting from Colorado State University.

PETER W. FISHER, DIRECTOR

         Mr. Fisher has been our director  since April 2000,  and was an officer
from April 2000 until the  acquisition of Strategic.  Since 1992, Mr. Fisher has
been the chairman and chief executive  officer of AVL Information  Systems Ltd.,
Ontario,  Canada, a Canadian public company listed  over-the-counter in Toronto.
AVL Information  Systems Ltd.  develops and markets  automatic  vehicle location
systems.  From 1987 to 1992,  Mr. Fisher was the  president and chief  executive
officer of Tyrae Resources,  Sarnia,  Ontario, a junior capital pool corporation
listed on the Alberta Stock Exchange.  In that capacity,  Mr. Fisher assisted in
the development of stolen vehicle recovery

                                       8

<PAGE>


technology.  From  1982 to 1987,  he  was  the president of  Par  Sar Investment
Limited, Sarnia, Ontario, a Canadian private  company  that  provided consulting
services relating to funding and structuring of  private  and public  companies.
From 1979 to 1982,  Mr.  Fisher was a registered representative  with Richardson
Securities of Canada, and  from  1974 to 1979, he  was  an  account  manager and
registered  representative  for  Midland  Doherty  Inc.  of  Canada, in  Sarnia,
Ontario.

CONFLICTS OF INTEREST

         Our  officers  and  directors  are, so long as they are our officers or
directors, subject to the restriction that all opportunities contemplated by our
plan of operation  which come to their  attention,  either in the performance of
their duties or in any other manner, will be considered opportunities of, and be
made available to us and the companies that they are affiliated with on an equal
basis. A breach of this  requirement will be a breach of the fiduciary duties of
the officer or  director.  If we or the  companies  with which the  officers and
directors are affiliated both desire to take advantage of an  opportunity,  then
said officers and directors  would abstain from  negotiating and voting upon the
opportunity.  However,  all directors may still  individually  take advantage of
opportunities  if we should decline to do so. Except as set forth above, we have
not  adopted  any  other  conflict  of  interest  policy  with  respect  to such
transactions.

COMMITTEES

         We  do  not  have  any  standing  audit,  nominating,  or  compensation
committees of our board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

         We are not subject to Section 16(a) of the  Securities  Exchange Act of
1934.


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth  information  about the  remuneration of
our chief executive officers for the last three completed fiscal years.

<TABLE>
                                                SUMMARY COMPENSATION TABLE
<CAPTION>
---------------------------------------------------------------------------------------------------------------------

                                                                          LONG TERM COMPENSATION
                                ANNUAL COMPENSATION

                                                                            AWARDS             PAYOUTS
                                                         OTHER     RESTRICTED   SECURITIES
    NAME AND                                            ANNUAL        STOCK     UNDERLYING      LTIP       ALL OTHER
    PRINCIPAL                                          COMPENSA-     AWARD(S)     OPTIONS/      PAYOUTS    COMPENSA-
    NAME AND        YEAR    SALARY ($)    BONUS ($)     TION ($)       ($)       SARS (#)        ($)        TION ($)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>         <C>          <C>          <C>          <C>          <C>          <C>        <C>
 Peter W. Fisher    2002        -0-          -0-          -0-          -0-          -0-          -0-        150,000
  President (1)
---------------------------------------------------------------------------------------------------------------------
Barbara Castanon    2002        -0-          -0-          -0-          -0-          -0-          -0-          -0-
  President (2)     2001        -0-          -0-          -0-          -0-          -0-          -0-          -0-
                    2000        -0-          -0-          -0-          -0-          -0-          -0-          -0-
---------------------------------------------------------------------------------------------------------------------
</TABLE>
-------------------
(1)  Mr. Fisher was the President from October 21, 2002 to March 22, 2003.
(2)  Ms. Castanon was the President until October 20, 2002.

         There have been no grants of stock options,  stock appreciation rights,
benefits  under  long-term  incentive  plans  or  other  forms  of  compensation
involving our officers, through December 31, 2002.

         We  reimburse  our  officers  and  directors  for  reasonable  expenses
incurred  during the course of their  performance.  We have not paid our outside
directors  fees for  their  services.  However,  we  propose  to pay them in the
future.


                                       9
<PAGE>


         By  resolution  dated March 17, 2003,  our board of directors  approved
compensation  of  $150,000  and  $108,000  to Peter  Fisher  and  Tyler  Fisher,
respectively,  retroactive to December 31, 2002. Such  compensation  was paid by
issuing 764,624 and 550,529 shares of our common stock in March 2003.

EMPLOYMENT AGREEMENTS

         On March 25, 2003, we entered into  employment  agreements with Phillip
Allen,  our president and chief  executive  officer,  and Brad Woods,  our chief
financial officer,  secretary and treasurer. The agreements are identical.  Each
is for an initial  term of ten years and  requires an annual  salary of $120,000
for the  first  year,  with a  cumulative  annual  increase  of 10%  every  year
commencing on the first  anniversary  of the  agreement.  If  employment  should
terminate due to death or a disability, the salary then in effect shall continue
for two years from the date of termination.  If termination should occur without
cause,  including a termination  upon a change in control,  within four years of
the expiration of the term of the  agreement,  we are obligated to pay Mr. Allen
or Mr. Woods, as the case may be, an amount equal to his salary in effect during
the last five years of the term of the agreement, within ten business days after
the termination. For the purposes of the agreement, a change of control shall be
deemed to occur upon the  election of directors  constituting  a majority of the
board who have not been  nominated or approved by Mr. Allen or Mr. Woods and are
not  related to Mr.  Allen or Mr.  Woods.  Each of Mr.  Allen and Mr.  Woods has
agreed  that  during the period of his  employment  and for a period of one year
following his employment,  he shall not engage or have an ownership  interest of
more than 25% in any business  directly  competitive with us, or take any action
that  constitutes  an  interference  with or a disruption of any of our business
activities.

STOCK PLAN

         On January  31,  2003,  our  shareholders  adopted the 2003 Stock Plan,
which provides for the granting of both incentive stock options and nonstatutory
stock options and stock purchase rights to officers,  directors,  employees, and
independent contractors.  The total number of shares of common stock that may be
issued under this plan shall not exceed 15% of shares outstanding.

         The board of  directors  or one or more  committees  designated  by the
board  administers  this plan,  and has the authority  and  discretion to do the
following:

     o    determine the fair market value;
     o    select the employees, directors, or consultants to whom options and
          stock purchase rights may be granted;
     o    determine  the number of shares of common  stock to be covered by each
          option and stock purchase right granted under the Plan;
     o    approve forms of agreement for use under the Plan;
     o    determine  the  terms  and  conditions  of an option or stock purchase
          right granted under the Plan;
     o    construe  and interpret the terms of the Plan and awards granted under
          the Plan;
     o    prescribe,  amend,  and  rescind rules and regulations relating to the
          Plan;
     o    modify or amend each option or stock purchase right;
     o    allow optionees to satisfy  withholding tax obligations by electing to
          have the company  withhold from the shares to be issued  upon exercise
          of an option or stock  purchase right that  number of shares  having a
          fair market value equal to the minimum amount required to be withheld;
     o    authorize  any  person  to  execute  on  behalf  of  the  company  any
          instrument required to effect the grant of an option or stock purchase
          right; and
     o    make  all  other  determinations  deemed  necessary  or  advisable for
          administering the Plan.

         We may grant incentive stock options with the exercise price being 100%
of the bid price on the date of grant, and  nonstatutory  stock options with the
exercise  price  being  not less than 85% of the bid price on the date of grant.
The options are subject to any vesting, special forfeiture conditions, rights of
repurchase,  rights of first refusal, and other transfer  restrictions as may be
determined by the board or committee.  Options  granted  cannot exceed a term of
ten years,  except in the case of incentive  stock options granted to holders of
10% of more of our total  combined  voting power of all classes of stock,  which
cannot exceed a term of five years.  The options  terminate upon the earliest of
(1) the  stated  expiration  date,  (2) 30 days  after  the  termination  of the
optionee's service for any

                                       10


<PAGE>

reason  other  than  total  and  permanent  disability, (3) six months after the
termination  of  the  optionee's  service  by  reason  of  total  and  permanent
disability, or (4) six months after the optionee's death.

         Unless  earlier  terminated by the board of  directors,  this plan will
terminate January 30, 2013.

         On March 23,  2003,  the board of  directors  declared a bonus to cover
compensation  not paid to certain  employees  and  consultants  working  for the
Company.  The options  granted  under the  Company's  2003 Stock Plan were for a
total of  1,150,000  shares of common  stock at a price of $0.35 per share,  the
fair market value of the stock as of the date of grant.

         The options  granted  expire  three  years from the date of grant.  The
options are subject to a  restriction  on the sale of the shares  issuable  upon
exercise.  Persons  granted  1,000,000 of the options who exercise their options
may  sell no more  than 25% of the  total  number  of  shares  covered  by their
respective  option  granted in each  six-month  period  over the next two years.
Peter Fisher, who was granted 150,000 options,  may sell no more than 50% of the
total number of shares covered by his option during the first six months.

         The Company plans to file a registration  statement covering the shares
issuable upon exercise of the stock options.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

         The following table provides certain information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
Common Stock of the Company, as of March 26, 2003:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                          AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                  BENEFICIAL OWNERSHIP               PERCENT OF CLASS (2)
------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                                    <C>
Phillip Allen                                                 3,275,000 (3)                          15.0%
6290 Hampton Court
Castle Rock, CO 80108
------------------------------------------------------------------------------------------------------------------
Brad Woods                                                    1,425,000 (3)                           6.5%
P.O. Box 4476
Frisco, CO 80443
------------------------------------------------------------------------------------------------------------------
Peter W. Fisher                                               1,514,624 (4)                           7.0%
232 Passingham Drive
Sarnia, Ontario N7T 7H4 Canada
------------------------------------------------------------------------------------------------------------------
All officers and directors as a group  (3 persons)            6,214,624 (5)                          27.9%
------------------------------------------------------------------------------------------------------------------
</TABLE>
------------------------
(1)  To our  knowledge, except as set forth in the  footnotes  to this table and
     subject  to  applicable  community property  laws, each person named in the
     table has sole voting and  investment  power with respect to the shares set
     forth opposite such person's name.

(2)  This table is based on  21,500,000  shares of Common Stock  outstanding  as
     of March 26, 2003. If a person listed on this table has the right to obtain
     additional  shares  of  Common  Stock within sixty (60) days from March 26,
     2003, the additional  shares are deemed to be  outstanding  for the purpose
     of  computing  the  percentage  of  class owned by such person, but are not
     deemed to be outstanding for the purpose of computing the percentage of any
     other person.

(3)  Includes 300,000 shares issuable upon the exercise of stock options.

(4)  Includes 150,000 shares issuable upon the exercise of stock options.

(5)  Includes 750,000 shares issuable upon the exercise of stock options.

                                       11

<PAGE>

CHANGES IN CONTROL

         There are no agreements known to management that may result in a change
of control of our company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as disclosed below, none of our present directors,  officers
or principal shareholders,  nor any family member of the foregoing,  nor, to the
best of our information and belief, any of our former directors, senior officers
or  principal  shareholders,  nor any family  member of such  former  directors,
officers or principal shareholders,  has or had any material interest, direct or
indirect,  in  any  transaction,  or  in  any  proposed  transaction  which  has
materially affected or will materially affect us.

STRATEGIC COMMUNICATIONS PARTNERS, INC.

         In November 2002, we remitted $60,000 to Train Top Investment & Trading
Ltd., a company beneficially owned and controlled by Kent Lam, primarily for the
purposes  of  arranging  the  set up of the  Beijing  operations.  Mr.  Lam is a
shareholder  and  vice  president  of  marketing  of  Strategic,  as  well  as a
shareholder of SCPL and president of our Beijing-based  China operating company.
This amount is shown on  Strategic's  balance  sheet at  December  31, 2002 as a
receivable from a related party.

         During the period ended  December 31, 2002,  Strategic  paid amounts to
related parties as follows::

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
NAME                      RELATIONSHIP TO STRATEGIC                  AMOUNT PAID          NATURE OF PAYMENT
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                          <C>                <C>
Phillip Allen             Shareholder, Chairman of the                 $22,500            Consulting fee
                          Board, President, and Chief
                          Executive Officer
-------------------------------------------------------------------------------------------------------------------
Iain Stewart              Shareholder                                  $21,000            Consulting fee
-------------------------------------------------------------------------------------------------------------------
Blake Ratcliff            Shareholder and vice president               $52,500            Consulting fee
                          of operations
-------------------------------------------------------------------------------------------------------------------
StarTele.Com LLC          Shareholder                                  $13,000            Consulting fee
-------------------------------------------------------------------------------------------------------------------
Brad Woods                Shareholder and vice president
                          and chief financial officer                  $12,500            Consulting fee
-------------------------------------------------------------------------------------------------------------------

George Kriegar            Sole shareholder of StarTele.Com             $7,375             Consulting fee
                          LLC
-------------------------------------------------------------------------------------------------------------------
StarTele.Com LLC          Shareholder                                  $22,750            Commission and related
                                                                                          fees
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         Peter Wei, one of Strategic's shareholders, is also a major shareholder
of Goldvision.

I-TRACK, INC.

         AVL  INFORMATION  SYSTEMS LTD. AVL Information  Systems Ltd.,  Ontario,
Canada,  is a Canadian public company that owns and licenses certain  technology
and automatic  vehicle location  systems.  AVL Information  Systems Ltd. was our
controlling  shareholder.  Peter Fisher,  our sole officer and a director of our
company up to the  acquisition of Strategic,  is also an officer and director of
AVL  Information  Systems Ltd.  Tyler  Fisher,  a relative of Peter Fisher and a
shareholder of our company,  is a director of AVL Information Systems Ltd. Peter
Fisher owns

                                       12

<PAGE>

approximately 22.6% of the  outstanding  shares of AVL Information Systems Ltd.,
and is the  controlling  principal  of that  company.  Up to the acquisition  of
Strategic, we relied entirely upon our relationship with AVL Information Systems
Ltd. and Peter Fisher.  Our dependence upon AVL Information Systems Ltd. made us
vulnerable to changes in the operations of AVL  Information Systems Ltd.

         We entered into a management  services  agreement with AVL  Information
Systems Ltd. dated as of January 1, 2002. The agreement  called for a payment of
$2,500 per month to AVL  Information  Systems  Ltd.  and we  received  manpower,
equipment, and premises from AVL Information Systems in return.  Management fees
under this  arrangement were $7,500 and $30,000 for the years ended December 31,
2001 and 2002, respectively.

         Prior to the closing of the  acquisition  of Strategic,  we transferred
our business to AVL and AVL assumed our assets and  liabilities  that related to
this  business.  Accordingly,  AVL and we  terminated  the  Management  Services
Agreement and confirmed the termination of the Worldwide Distribution Agreement.
In addition,  our note  receivable from a related party in the amount of $31,345
at December 31, 2002,  has been offset  against  $30,000 owed to AVL for accrued
management  fees and the  difference  has been  assumed  by AVL.  Lastly,  Peter
Fisher,  our sole officer and a director,  and Tyler  Fisher,  his son, who were
owed  $257,410 at December 31, 2002 by us,  agreed to accept stock as payment of
this debt. A total of 1,315,153 shares were issued in March 2003.

         PETER W. FISHER.  On March 20, 2000,  Mr. Fisher  advanced  $15,000 for
working  capital.  On August 2, 2000,  we signed a promissory  note to repay Mr.
Fisher by March 31, 2001. Under the promissory note, we were not required to pay
interest on the money and we could prepay Mr.  Fisher in whole or in part at any
time prior to  March 31, 2001, without penalty. Mr.  Fisher forgave this note as
of December 31, 2001.


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

--------------------------------------------------------------------------------
    REGULATION
    S-B NUMBER                              EXHIBIT
--------------------------------------------------------------------------------
       2.1          Share Exchange Agreement dated as of March 17, 2003 by and
                    between i-Track, Inc. and Strategic Communications Partners,
                    Inc. (1)
--------------------------------------------------------------------------------
       3.1          Articles of Incorporation (2)
--------------------------------------------------------------------------------
       3.2          Bylaws (2)
--------------------------------------------------------------------------------
       3.3          Certificate of Amendment to Articles of Incorporation (3)
--------------------------------------------------------------------------------
       10.1         Promissory Note dated August 20, 2000, in the amount of
                    $15,000, payable to Peter Fisher (1)
--------------------------------------------------------------------------------
       10.2         2003 Stock Plan, as amended
--------------------------------------------------------------------------------
       10.3         Assignment and Assumption Agreement between i-Track, Inc.
                    and AVL Information Systems Ltd. dated March 21, 2003
--------------------------------------------------------------------------------
       10.4         Sales, Marketing and Operations Agreement between Beijing
                    Goldvision Technologies Ltd. and Strategic Communications
                    Partners, Inc. dated December 18, 2002
--------------------------------------------------------------------------------
       10.5         Investment Contract between Beijing Goldvision Technologies
                    Ltd. and Strategic Communications Partners, Inc. dated
                    December 18, 2002
--------------------------------------------------------------------------------
       10.6         Extension Agreement to Investment Contract between
                    Goldvision Technologies Ltd. and Strategic Communications
                    Partners, Inc. dated February 7, 2003
--------------------------------------------------------------------------------
       10.7         Employment Agreement dated March 25, 2003 with Phillip Allen
--------------------------------------------------------------------------------

                                       13

<PAGE>

--------------------------------------------------------------------------------
    REGULATION
    S-B NUMBER                              EXHIBIT
--------------------------------------------------------------------------------
       10.8         Employment Agreement dated March 25, 2003 with Brad A. Woods
--------------------------------------------------------------------------------
       16.1         Letter from Stark Winter Schenkein & Co., LLP f/k/a Stark
                    Tinter & Associates (4)
--------------------------------------------------------------------------------
       16.2         Letter from Edwards, Melton, Ellis, Koshiw & Company, P.C.
                    dated January 20, 2003 (5)
--------------------------------------------------------------------------------
        21          Subsidiaries of the registrant
--------------------------------------------------------------------------------
       99.1         Certification of Principal Executive Officer Pursuant to
                    18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------
       99.2         Certification of Chief Financial Officer Pursuant to 18
                    U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002
--------------------------------------------------------------------------------

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

(1)  Incorporated  by  reference  to  the  exhibits  to the registrant's current
     report on Form 8-K dated March 17, 2003.
(2)  Incorporated  by reference from the exhibits to the Registration  Statement
     on Form SB-1 filed on November 6, 2000, File No. 333-49388.
(3)  Incorporated by  reference  to  the  exhibits  to  the registrant's current
     report on Form 8-K dated March 22, 2003.
(4)  Incorporated  by  reference  to  the  exhibits  to the registrant's current
     report on Form 8-K dated October 5, 2001.
(5)  Incorporated  by  reference  to  the  exhibits  to the registrant's current
     report on Form 8-K dated December 19, 2002.

         Reports on Form 8-K: A report on Form 8-K dated  November  19, 2002 was
filed on November 26, 2002,  reporting,  under Item 5, a reverse  stock split of
our common  stock.  No financial  statements  were required to be filed with the
report.


ITEM 14. CONTROLS AND PROCEDURES

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

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







                                       14
<PAGE>




                                   SIGNATURES

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

                                      CHINA WIRELESS COMMUNICATIONS, INC.



Date:  April 7, 2003                  By:   /s/ PHILLIP ALLEN
                                         ---------------------------------------
                                             Phillip Allen, President


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

<TABLE>
<CAPTION>
             SIGNATURE                                    TITLE                              DATE

<S>                                            <C>                                      <C>

                                               President, Chief Executive Officer
/s/ PHILLIP ALLEN                              and Director                             April 7, 2003
-------------------------------------          (Principal Executive Officer)
Phillip Allen                                  (Principal Executive Officer)


                                               Chief Financial Officer, Secretary,
                                               Treasurer and Director
/s/ BRAD WOODS                                 (Principal Financial and Accounting      April 7, 2003
-------------------------------------          Officer)
Brad Woods



/s/ PETER W. FISHER                            Director                                 April 7, 2003
-------------------------------------
Peter W. Fisher


</TABLE>








                                       15

<PAGE>

                                  CERTIFICATION


I, Phillip Allen, certify that:


1.   I  have  reviewed  this  annual  report  on  Form  10-KSB of China Wireless
     Communications, Inc.;

2.   Based  on  my  knowledge,  this annual  report  does not contain any untrue
     statement of a material fact or omit to  state  a material  fact  necessary
     to make the statements made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements,  and other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including   its
          consolidated subsidiaries, is made known to us by others within  those
          entities, particularly  during the period in which this annual  report
          is being prepared;

     b)   evaluated  the effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in   this  annual   report   our  conclusions   about  the
          effectiveness of the disclosure  controls and  procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to  the  registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,  summarize  and  report  financial  data   and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a significant  role  in  the  registrant's internal
          controls; and

6.   The registrant's other  certifying  officers and I have  indicated  in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that could  significantly  affect internal controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.


Date: April 7, 2003

                                          /s/ Phillip Allen
                                         ---------------------------------------
                                         Phillip Allen, President
                                         (principal executive officer)



                                       16
<PAGE>

                                  CERTIFICATION


I, Brad Woods, certify that:


1.   I have  reviewed  this  annual  report  on Form  10-KSB  of China  Wireless
     Communications, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to   the  registrant,  including  its
          consolidated subsidiaries, is made known to us by others within  those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated  the effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in   this   annual   report  our  conclusions  about   the
          effectiveness of the disclosure  controls and  procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,  summarize  and  report  financial  data  and   have
          identified  for  the  registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees  who  have  a significant role  in the registrant's internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Date: April 7, 2003
                                              /s/ Brad Woods
                                         ---------------------------------------
                                         Brad Woods, Chief Financial Officer


                                       17

<PAGE>




                                  I-TRACK, INC.
                             FORT GRATIOT, MICHIGAN

                              FINANCIAL STATEMENTS

                               FOR THE YEAR ENDED
                                DECEMBER 31, 2002











                                 REHMANN ROBSON
                          Certified Public Accountants

                                      F-1

<PAGE>





                                  I-TRACK, INC.

                                TABLE OF CONTENTS




                                                                   PAGE

INDEPENDENT AUDITORS' REPORT                                     F-3 - F-4

FINANCIAL STATEMENTS FOR THE YEAR ENDED
     DECEMBER 31, 2002

     Balance Sheet                                                  F-5

     Statement of Operations                                        F-6

     Statement of Stockholders' Deficit                             F-7

     Statement of Cash Flows                                        F-8

     Notes to Financial Statements                               F-9 - F-13











                                      F-2

<PAGE>
REHMANN ROBSON
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
A member of THE REHMANN GROUP               An Independent Member of Baker Tilly
                                            International



                          INDEPENDENT AUDITORS' REPORT


                                 March 22, 2003



Shareholders and Board of Directors of i-Track, Inc.
Fort Gratiot, Michigan


We have audited the accompanying balance sheet of i-Track,  Inc. (the "Company")
as of December 31, 2002, and the related statements of operations, stockholders'
deficit,  and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of i-TRACK,  INC. as of December
31, 2002 and the results of its  operations and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial statements,  the Company is dependent on AVL Information Systems, Ltd.
and AVL Information Systems, Inc., (collectively,  "AVL") for all management and
administrative  functions.  In addition,  as of December  31, 2002,  the Company
ceased  being a  distributor  of AVL's  products,  which was its sole  source of
revenue.  The Company also has a  stockholders'  deficit of $294,034 at December
31, 2002. These conditions raise  substantial  doubt about the Company's ability
to continue  operating as a going concern.  Management's  plans  regarding these
matters are also  described in Note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



                                      F-3


       5750 New King Street o Suite 100 o Troy, MI 48 98 o 248-952-2676 o
                       Fax 248-952-5464 o www.rehmann.com

<PAGE>


As described more completely in Note 8, in March 2003 the Company entered into a
"Share Exchange  Agreement"  under which it will issue stock in exchange for the
stock of an unrelated  entity.  In addition,  also  subsequent  to year end, the
Company  entered into an Assignment and  Assumption  Agreement with its majority
stockholder  whereby the stockholder will assume all of the Company's assets and
liabilities.



/s/ REHMANN ROBSON

Troy, Michigan















                                       F-4


<PAGE>
                                  i-Track, Inc.

                                  BALANCE SHEET

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

                ASSETS                                            DECEMBER 31
                                                                    2 0 0 2
                                                               -----------------
CURRENT ASSETS
  Cash                                                         $           778
                                                               -----------------

TOTAL ASSETS - ALL CURRENT                                     $           778
                                                               =================




   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                             $        37,402
  Due to stockholders                                                  257,410
                                                               -----------------

TOTAL LIABILITIES - ALL CURRENT                                        294,812
                                                               -----------------

CONTINGENCY (NOTE 6)

STOCKHOLDERS' DEFICIT
  Common stock, $0.001 par value, 2,500,000 shares
    authorized, 1,184,847 shares
    issued and outstanding                                               1,185
  Additional paid-in capital                                         1,367,610
  Accumulated deficit                                               (1,661,484)
  Due from related companies                                            (1,345)
                                                               -----------------

TOTAL STOCKHOLDERS' DEFICIT                                           (294,034)
                                                               -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $           778
                                                               =================




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


                                      F-5


<PAGE>

                                  i-Track, Inc.

                             STATEMENT OF OPERATIONS

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

                                                                YEAR ENDED
                                                                DECEMBER 31
                                                                  2 0 0 2
                                                              ----------------

Sales                                                           $   301,750

Cost of sales                                                       250,635
                                                              ----------------

GROSS PROFIT                                                         51,115

Administrative and selling expenses                                  84,697
Management and other fees to stockholders                           258,000
                                                              ----------------

NET LOSS                                                        $  (291,582)
                                                              ================

Weighted average number of common
  shares outstanding                                              1,184,847
                                                              ================

Net loss per common share                                       $     (0.25)
                                                              ================







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


                                      F-6


<PAGE>

                                  i-Track, Inc.

                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                       COMMON STOCK                                                    DUE FROM            TOTAL
                               -----------------------------       ADDITIONAL       ACCUMULATED        RELATED         STOCKHOLDERS'
                                   SHARES          AMOUNT       PAID-IN CAPITAL       DEFICIT          COMPANIES          DEFICIT
                               --------------   ------------    ---------------   ----------------   -------------    --------------
<S>                            <C>              <C>             <C>                <C>               <C>              <C>
Balances, January 1, 2002         1,184,847        $ 1,185       $   1,367,610     $  (1,369,902)     $         -      $    (1,107)

Advances to related                       -              -                   -                 -           (1,345)          (1,345)
company

Net loss                                  -              -                   -          (291,582)               -         (291,582)
                               --------------   ------------    ---------------   ----------------   -------------    --------------

BALANCES,
  DECEMBER 31, 2002               1,184,847        $ 1,185       $   1,367,610     $  (1,661,484)     $    (1,345)     $  (294,034)
                               ==============   ============    ===============   ================   =============    ==============
</TABLE>



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



                                      F-7

<PAGE>

                                  i-Track, Inc.

                             STATEMENT OF CASH FLOWS

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

                                                                   YEAR ENDED
                                                                   DECEMBER 31
                                                                     2 0 0 2
                                                                ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                       $    (291,582)
  Adjustments to reconcile net loss to
    net cash used in operating activities
    Management and other fees to stockholders                          258,000
    Changes in operating assets and liabilities
      which provided (used) cash:
        Advances to related companies                                   (1,345)
        Accounts payable                                                33,623
        Due to stockholders                                               (590)
                                                                ----------------
NET CASH USED IN OPERATING ACTIVITIES                                   (1,894)

Cash, beginning of year                                                  2,672
                                                                ----------------

CASH, END OF YEAR                                                $         778
                                                                ================










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


                                      F-8


<PAGE>

                                  i-TRACK, INC.

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


1.       BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS

         i-Track,.Inc.  (formerly AVL SYS  International,  Inc.), "the Company",
         was  incorporated  under  the laws of the  state of  Nevada on March 8,
         1999.   The  Company  was  primarily   engaged  in  the  marketing  and
         distribution of an automatic  vehicle  location system which integrates
         global positioning system technology,  cellular-wireless communications
         and the internet to enable  businesses to manage their mobile resources
         with location relevant and time sensitive information.  These units are
         known as the "Chaperone" and "Spryte"  systems.  The automatic  vehicle
         location system has been developed by AVL Information System, Ltd., and
         its  wholly  owned   subsidiary  AVL  Information   System,   Inc.  AVL
         Information  Systems,  Ltd. ("AVL") is the majority  shareholder of the
         Company and  determines  the prices of the  products  purchased  by the
         Company.

         GOING CONCERN

         The  Company  has  incurred  significant  operating  losses  since  its
         inception,  and at December 31, 2002 has a total stockholder deficit of
         $294,034.  The Company's sole source of revenue was related to products
         it sold  under an  exclusive  licensing  agreement  with  AVL.  AVL has
         cancelled that agreement and the Company has recognized no revenue from
         AVL product sales,  nor any other  revenue,  since  September  2002. In
         addition,  the  Company  is  dependent  on AVL for  administrative  and
         management services as it has no employees,  office space or equipment.
         Management of the Company  believes that AVL's  financial  condition is
         also  uncertain  and its ability to  continue as a going  concern is in
         question.  These  financial  statements do not include any  adjustments
         that might result from the outcome of this uncertainty.

         Management  believes that the Company must merge with or be acquired by
         an independent  entity,  which is itself  financially  healthy,  if the
         Company is to continue  operating in the normal course of business.  As
         discussed  in more  detail  in Note 7,  the  Company  signed  a  "Share
         Exchange Agreement" for such a transaction in March 2003.

         REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE

         The Company grants credit to customers and does not require  collateral
         for credit granted.  The Company  recognizes  revenue when its products
         are delivered or services are provided.

         NET LOSS PER COMMON SHARE

         The Company  calculates  net loss per share as required by Statement of
         Financial  Accounting  Standards (SFAS) No. 128,  "Earnings per Share."
         Basic loss per share is calculated by dividing net loss by the weighted
         average  number of common shares  outstanding  for the period.  Diluted
         loss per  share is  calculated  by  dividing  net loss by the  weighted
         average number of common shares and dilutive  common stock  equivalents
         outstanding.



                                      F-9

<PAGE>


                                  i-TRACK, INC.

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

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial statements and the reported amounts of income and
         expenses during the reporting period.  Actual results could differ from
         those estimates.

         INCOME TAXES

         Deferred income taxes are provided based on the differences between the
         tax bases of assets and  liabilities  and their  carrying  amounts  for
         financial   reporting   purposes.   Deferred   income  tax  assets  and
         liabilities  at  the  end of  each  period  are  determined  using  the
         currently enacted tax rates applied to taxable income in the periods in
         which the  deferred  tax  assets and  liabilities  are  expected  to be
         settled or realized.


2.       DUE TO STOCKHOLDERS

         The Board of  Directors  adopted  a  resolution  providing  for a total
         payment of $258,000 to Peter Fisher,  a Company  director,  officer and
         stockholder,  and Tyler Fisher, a stockholder.  The approved  liability
         represents  payment for  services  rendered by the Fishers on behalf of
         the Company,  for among other things,  arranging  the Company's  common
         stock offering (Note 3), identifying  potential business partners (Note
         7), and overseeing  the Company's  operations.  The Company  expects to
         issue 1,315,153 shares of its common stock to be registered on Form S-8
         for  filing  with  the  Securities  and  Exchange  Commission  in  full
         satisfaction of this liability.


3.       COMMON STOCK TRANSACTIONS

         In November 2002, the Company's Board of Directors  approved a 1-for-20
         reverse  stock  split  of  its  common  stock,  which  was  implemented
         effective  November 30, 2002.  Each 20 shares of common stock  existing
         prior to  November  30,  2002 was  converted  into one  share of common
         stock.  Prior to this split,  the Company  had  23,696,900  outstanding
         common   shares;   after  the  split   1,184,847   common  shares  were
         outstanding.  In  addition,  the Company also reduced the number of its
         authorized common shares from 50,000,000 to 2,500,000.






                                      F-10

<PAGE>

                                  i-TRACK, INC.

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


4.       INCOME TAXES

         As  described  in Note 6, the  Company  entered  into a SHARE  EXCHANGE
         AGREEMENT (the  "Agreement")  subsequent to year end. Due to the change
         in ownership  that will result under the  Agreement,  the Company's net
         operating  loss  carryforwards,  which  are the  only  items  impacting
         deferred  taxes,  will be forfeited  pursuant to Internal  Revenue Code
         provision.


5.       COMMON STOCK OPTION PLAN

         On February  19, 2002,  the  Company's  Board of Directors  adopted the
         "2002 Stock Plan of i-Track,  Inc" (the Plan).  The Plan covers outside
         directors,  selected employees,  advisors and consultants, and provides
         for the direct  award or sale of shares and for the grant of options to
         purchase  the  Company's  shares.  Options  granted  under the Plan may
         include  Nonstatutory  Options  as  well  as  Incentive  Stock  Options
         intended to qualify under Section 422 of the Internal Revenue code. The
         Plan is administered by a Committee,  which is either the full Board of
         Directors and or a committee designated by the Board.

         Outside  directors may receive only  Nonstatutory  Options (those which
         are not described in Sections 422(b) or 423(b) of the Internal  Revenue
         Code) with an exercise price equal to 100 percent of the bid price of a
         share on the date of grant.  Such  options  terminate at the earlier of
         two months after an outside  director's  termination (as defined in the
         agreement), or the fifth anniversary of the grant.

         Employees  (as defined in the  agreement)  may receive  both  Incentive
         Stock Options and Nonstatutory Options. The purchase price for employee
         shares  shall not be less  than 85% of the bid  price and the  exercise
         price of Incentive  Stock Options shall not be less than 100 percent of
         the bid price of a share on the date of grant.

         The aggregate number of shares which may be issued under the Plan shall
         not exceed 15% of the Company's outstanding shares,  subject to certain
         limits as defined in the Plan.  Employee options generally expire after
         five years.

         There have been no stock  awards  issued under this plan as of December
         31, 2002.

         Although  the Plan was approved by the Board of  Directors,  it was not
         approved by the  stockholders.  Subsequent  to year end, a stock option
         plan was approved by the Board of Directors and stockholders (Note 8).


6.       CONTINGENCY

         In December 2002, the Company entered into a Settlement  Agreement with
         Numerex Solutions LLC ("Numerex") and Cellemetry,  LLC  ("Cellemetry"),
         two  businesses  which  provided  services,



                                      F-11

<PAGE>

                                  i-TRACK, INC.

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

         assembly and parts for the Chaperone  tracking  units.  Numerex asserts
         that,  through a series of  transactions,  it was owed  $654,453 by the
         Company. Numerex,  Cellemetry,  AVL and i-Track sought to resolve these
         matters by entering into the Settlement  Agreement.  Under the terms of
         the  agreement,  Numerex agreed to a settlement of $144,453 in exchange
         for, among other things,  1) AVL and i-Track  transferring or licensing
         the operating software owned and utilized by AVL and or i-Track, 2) AVL
         and i-Track  granting  an  irrevocable,  non-exclusive  license to use,
         manufacture, sell and sublicense the right to use, manufacture and sell
         the Chaperone asset tracking  units, 3) AVL and or i-Track  irrevocably
         selling,  transferring  and  assigning  to Numerex the right to various
         domain names, tradenames, trademarks, etc.

         Under the agreement,  i-Track and AVL are jointly and severally  liable
         for this  $144,453  liability.  Subsequent to year end, AVL and i-Track
         entered into an Assignment  and  Assumption  Agreement  under which AVL
         assumed i-Track's  liabilities (Note 8). Because of the joint nature of
         the liability and the existence of the Assumption agreement, Management
         believes this liability is appropriately treated as a contingency as of
         December 31, 2002.


7.       SUBSEQUENT EVENTS

         COMMON AND PREFERRED STOCK

         In  connection  with an  anticipated  purchase of its common stock (see
         below),  in  January  2003 the  Company  increased  the  number  of its
         authorized  $.0001 par value  common  stock to  50,000,000  shares.  In
         addition,  the Company  authorized  1,000,000  shares of $.01 par value
         preferred stock.

         MERGER TRANSACTION

         On  March  17,  2003,  the  Company  entered  into  a  "Share  Exchange
         Agreement"  (the  "Agreement),  under which the  Company  acquired as a
         wholly  owned  subsidiary,   a  privately  held  Wyoming   corporation,
         Strategic   Communications    Partners,   Inc.   (Strategic),    in   a
         stock-for-stock  transaction.  Under the terms of the  Agreement,  each
         holder of Strategic's common stock received 2.5 shares of the Company's
         common  stock,  such  that the  Strategic  shareholders  as a group own
         19,000,000  restricted,  unregistered shares, or approximately 88.4% of
         the  Company's   outstanding  common  stock.  In  connection  with  the
         Agreement,   the   Company   changed   its  name  to  "China   Wireless
         Communications, Inc.". As part of the transaction, all of the Company's
         directors,  except  for  Peter  Fisher,  resigned,  and  two  Strategic
         officers  were  appointed  to fill  the  vacancies.  The new  board  is
         expected  to  appoint  the two  Strategic  directors  as  Chairman  and
         President and Secretary and Treasurer, respectively.

         BUSINESS ACTIVITIES

         On  March  21,  2003,  the  Company  entered  into an  "Assignment  and
         Assumption  Agreement" with AVL whereby the Company  distributed to AVL
         all its assets and AVL assumed all  liabilities  of the Company and the
         Company will no longer engage in its prior operations.



                                      F-12
<PAGE>

                                  i-TRACK, INC.

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

         STOCK PLAN

         In January  2003,  the  Company  adopted  the "2003  Stock  Plan" which
         provides  for  the  granting  of  both  incentive   stock  options  and
         nonstatutory  stock  options  and stock  purchase  rights to  officers,
         directors,  employees and independent contractors.  The total number of
         shares of common  stock  that may be issued  under  this plan shall not
         exceed 15% of  outstanding  shares and the board of directors or one or
         more committees designated by the board shall administer the plan.



                                    * * * * *
















                                      F-13

<PAGE>

















                                  i-TRACK, INC.
                        F/K/A AVL SYS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          YEAR ENDED DECEMBER 31, 2001
                                      WITH
                          INDEPENDENT AUDITORS' REPORT












                                      F-14
<PAGE>


                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                                December 31, 2001



                                    CONTENTS



Independent auditors' report                                          F-16

FINANCIAL STATEMENTS:

    Balance sheet                                                     F-18

    Statements of operations                                          F-19

    Statement of changes in stockholders' equity (deficit)         F-20-F-21

    Statements of cash flows                                          F-22

    Notes to financial statements                                  F-23-F-26








                                      F-15


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
i-Track, Inc.
Fort Gratiot, Michigan


We have audited the accompanying  balance sheet of i-Track,  Inc. (a development
stage  company)  as  of  December  31,  2001,  and  the  related  statements  of
operations,  stockholders'  equity (deficit),  and cash flows for the year ended
December  31, 2001 and the periods  March 8, 1999  (inception)  to December  31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. The financial  statements of i-Track,  Inc. as of
December 31, 2000 and for the year ended December 31, 2000 and the periods March
8, 1999  (inception) to December 31, 2000,  were audited by other auditors whose
report  dated  January  21,  2001,  on those  financial  statements  included an
explanatory  paragraph describing conditions that raised substantial doubt about
the Company's ability to continue as a going concern.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of i-Track,  Inc. as of December
31, 2001 and the results of its operations and its cash flows for the year ended
December 31, 2001 and the periods March 8, 1999 (inception) to December 31, 2001
in conformity with U.S. generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the Company is dependent upon AVL  Information  Systems,
Ltd.  and AVL  Information  Systems,  Inc.  for  purchase of materials it sells,
provision of management services and the repayment of amounts loaned at December
31, 2001. Those conditions raise substantial doubt about its ability to continue
as a  going  concern.  Management's  plans  regarding  those  matters  are  also
described in Note 7. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


                                      F-16

<PAGE>


Shareholders and Board of Directors
i-Track, Inc.
Page 2





As discussed in Note 9, our opinion on the financial  statements at December 31,
2001 as  previously  stated  was  qualified  because  we were  unable to satisfy
ourselves  regarding the  collectibility  of $1,289,761 of notes receivable from
related parties  included as assets at December 31, 2001.  Since the date of our
auditors  report,  March 7, 2002,  the  financial  condition of AVL  Information
Systems,  Ltd. and AVL Information  Systems,  Inc. have  deteriorated  and these
related  parties have been unable to repay the notes  receivable  or the accrued
interest  receivable.  Accordingly,  the December 31, 2001 financial  statements
have been  adjusted to reflect the notes  receivable  and accrued  interest from
related parties as uncollectible.














/s/ EDWARDS, MELTON, ELLIS, KOSHIW & COMPANY, P.C.


March 7, 2002
February 24, 2003





                                      F-17
<PAGE>


                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2001


                                     ASSETS


Current assets:
   Cash                                                             $ 2,672
                                                                    -------

        Total current assets and total assets                       $ 2,672
                                                                    =======


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
   Accounts payable                                           $       3,779
   Operating advances-related parties                                   -
                                                               --------------
        Total current liabilities                                     3,779

Stockholder's equity:
   Preferred stock, 1,000,000 shares
     authorized, $0.01 par value, none
     issued or outstanding                                              -
   Common stock, 50,000,000 shares
     authorized, $0.001 par value,
     23,696,900 issued and outstanding                               23,697
   Additional paid-in capital                                     1,493,453
   Stock issuance costs                                            (148,355)
   Deficit accumulated during the
     development stage                                           (1,369,902)
                                                              --------------
                                                                     (1,107)
                                                              --------------
                                                              $       2,672
                                                              ==============







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



                                      F-18

<PAGE>
                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                            Statements of Operations


<TABLE>
<CAPTION>


                                                                                         For the period
                                              Year ended             Year ended      March 8, 1999 (inception)
                                             December 31,           December 31,             through
                                                 2001                   2000            December 31, 2001
                                             -------------          ------------     -------------------------
<S>                                          <C>                    <C>                   <C>

Revenue                                      $     60,000           $        -            $       60,000

Operating expenses:
    Bad debt expense                            1,301,761                    -                 1,301,761
    Cost of goods sold                             51,360                    -                    51,360
    General and administrative expenses            34,165                 32,087                  69,281
    Management fees to related party                7,500                     -                    7,500
                                             -------------          -------------         ---------------
        Total costs and expenses                1,394,786                 32,087               1,429,902
                                             -------------          -------------         ---------------



Net (loss)                                   $ (1,334,786)          $    (32,087)         $   (1,369,902)
                                             =============          =============         ===============

Weighted average number of common
    shares outstanding                         20,569,863             18,700,000              19,363,085
                                             =============          =============         ===============

Net (loss) per common share                  $      (.065)          $        -            $        (.071)
                                             =============          =============         ===============

</TABLE>










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


                                      F-19

<PAGE>

                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
          For the period March 8, 1999 (inception) to December 31, 2001


<TABLE>
<CAPTION>

                                                              COMMON STOCK
                                              --------------------------------------------
                                                                                              Additional
                                                                                                 Paid
                                                Number of                                         In
                                                  Shares               Par Value                Capital
                                              -----------              ---------             -----------
<S>                                           <C>                    <C>                    <C>

March 8, 1999 (inception)                             -              $        -             $        -

Net (loss) for the period
    March 8 through December 31, 1999                 -                       -                      -
                                              ------------           ------------           ------------

December 31, 1999 Balance                             -              $        -             $        -
                                              ------------           ------------           ------------

Issuance of stock for services                  1,200,000                   1,200                    -
    ($.001 per share)

Issuance of stock to satisfy debt              15,000,000                  15,000                    -
    ($.001 per share)

Issuance of stock for cash                      2,500,000                   2,500                    -
    ($.001 per share)

Net (loss) for the year ended
    December 31, 2000                                 -                       -                      -
                                              ------------           ------------           ------------

December 31, 2000 balance                      18,700,000            $     18,700           $        -
                                              ------------           ------------           ------------

Net (loss) for the year
    ended December 31, 2001                           -                       -                      -

Issuance of stock and
    warrants
    ($.10 per share)                            2,500,000                   2,500                247,500

Exercise of stock warrants
    ($.50 per share)                            2,496,900                   2,497              1,245,953

Stock Issuance costs                                  -                       -                      -
                                              ------------           ------------           ------------

December 31, 2001 balance                      23,696,900            $     23,697           $  1,493,453
                                              ============           ============           ============

</TABLE>

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

                                      F-20

<PAGE>

                                Deficit Accumulated
               Stock                 During the                 Total
             issuance                Development             Stockholders'
               Costs                    Stage              Equity (Deficit)
            -------------       -------------------        ----------------

            $        -          $         -               $         -


                     -                 (3,029)                      -
            -------------       --------------            --------------

            $        -          $      (3,029)            $      (3,029)
            -------------       --------------            --------------

                     -                    -                       1,200


                     -                    -                      15,000


                     -                    -                       2,500



                     -                (32,087)                  (32,087)
            -------------       --------------            --------------

            $        -          $     (35,116)            $     (16,416)
            -------------       --------------            --------------


                     -             (1,334,786)               (1,334,786)



                     -                    -                     250,000


                     -                    -                   1,248,450

                (148,355)                 -                    (148,355)
            -------------       --------------            --------------

            $   (148,355)       $  (1,369,902)            $      (1,107)
            =============       ==============            ==============




                                      F-21
<PAGE>
                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows


<TABLE>
<CAPTION>
                                                   Year ended            Year ended      March 8, 1999 (inception)
                                                  December 31,          December 31,               through
                                                      2001                  2000              December 31, 2001
                                                ---------------        --------------    -------------------------
<S>                                             <C>                    <C>                    <C>
Cash flows from operating activities:
  Net loss                                      $   (1,334,786)        $    (32,087)          $   (1,369,902)
  Adjustments to reconcile net (loss)
    to net cash used in operating
    activities:
      Write-off of notes receivable                  1,301,761                  -                  1,301,761
      Increase (decrease) in liabilities:
        Accounts payable                                 2,884                  895                    3,779
      Issuance of stock for services                       -                  1,200                    1,200
                                                ---------------        -------------          ---------------
                                                     1,304,645                2,095                1,306,740
                                                ---------------        -------------          ---------------

  Net cash (used in) operating activities              (30,141)             (29,992)                 (63,162)

Cash flows from investing activities                       -                    -                        -

Cash flows from financing activities:
  Proceeds (repayments) of operating
    advance-related party                              (20,000)              31,500                   15,000
  Proceeds from stock issuance                         398,450                2,500                  400,950
  Stock issuance costs                                (148,355)                 -                   (148,355)
  Advances to related party                           (201,761)                 -                   (201,761)
                                                ---------------        -------------          ---------------
    Net cash used in financing activities               28,334               34,000                   65,834
                                                ---------------        -------------          ---------------

Net increase (decrease) in cash                         (1,807)               4,008                    2,672
Beginning cash                                           4,479                  471                      -
                                                ---------------        -------------          ---------------
Ending cash                                     $        2,672         $      4,479           $        2,672
                                                ===============        =============          ===============

Supplemental disclosure of noncash
  financing and investing activities:
    Issuance of 15,000,000 shares of
      stock to satisfy debt                     $          -           $     15,000           $       15,000
                                                ===============        =============          ===============

  Issuance of 1,200,000 shares of
    stock for service rendered                  $          -           $      1,200           $        1,200
                                                ===============        =============          ===============

  Net cash from stock proceeds
    received by a related corporation
    in exchange for note receivable
    from that related corporation               $    1,100,000          $          -             $1,100,000
                                                ===============          =============            ==========

</TABLE>


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


                                      F-22
<PAGE>
                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    a.  NATURE OF BUSINESS

           i-Track,  Inc. (formerly AVL SYS International,  Inc.), "the Company"
       was incorporated  under the laws of the state of Nevada on March 8, 1999.
       The Company has been in the  development  stage since its formation.  The
       Company is primarily  engaged in the  marketing  and  distribution  of an
       automatic  vehicle  location system which integrates  global  positioning
       system technology,  cellular-wireless  communications and the internet to
       enable companies to manage their mobile resources with location  relevant
       and time sensitive information. The automatic vehicle location system has
       been  developed by AVL  Information  System,  Ltd.,  and its wholly owned
       subsidiary AVL Information System, Inc. AVL Information Systems,  Ltd. is
       the majority  shareholder of the Company and determines the prices of the
       products purchased by the Company.

    b. REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE

           The  Company   grants  credit  to  customers  and  does  not  require
       collateral for credit granted.  The Company  recognizes  revenue when its
       products  are  delivered or services  are  provided.  The Company had two
       sales of products  purchased from AVL  Information  Systems,  Inc. to two
       customers  in 2001.  Based  upon an  analysis  of the  collectibility  of
       accounts  receivable  at the  balance  sheet date,  the Company  does not
       consider an allowance  for doubtful  accounts to be necessary at December
       31, 2001.

    c. CASH AND CASH EQUIVALENTS

           The Company considers all highly liquid  investments with an original
       maturity of three months or less to be cash equivalents.

    d. FINANCIAL INSTRUMENTS

           Fair value estimates  discussed  herein are based upon certain market
       assumptions  and  pertinent  information  available to  management  as of
       December   31,   2001.   The   respective   carrying   value  of  certain
       on-balance-sheet  financial  instruments  approximated their fair values.
       These  financial   instruments  include  cash,  accounts  receivable  and
       accounts payable. Fair values were assumed to approximate carrying values
       for these financial instruments because they are short term in nature and
       their carrying amounts  approximate fair values or they are receivable or
       payable on demand.  As  discussed  in Note 4, the fair value of the notes
       receivable  from related  parties of  $1,289,761  at December 31, 2001 is
       dependent upon the future ability of AVL  Information  Systems,  Ltd. and
       AVL Information Systems,  Inc. to continue as going concerns and generate
       sufficient future cash flows to repay the notes receivable.  As discussed
       in Note 9, management  subsequently  determined  after March 7, 2002 that
       these note receivables were not collectible and restated the December 31,
       2001 financial  statements to reflect the uncollectibility of these notes
       receivable at December 31, 2001.



                                      F-23
<PAGE>
                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    e. NET INCOME (LOSS) PER COMMON SHARE

           The  Company  calculates  net income  (loss) per share as required by
       SFAS No. 128,  "Earnings per Share." Basic  earnings  (loss) per share is
       calculated by dividing net income (loss) by the weighted  average  number
       of common shares outstanding for the period.  Diluted earnings (loss) per
       share is calculated by dividing net income (loss) by the weighted average
       number  of  common   shares  and  dilutive   common   stock   equivalents
       outstanding.  During the periods  presented common stock equivalents were
       not considered as their effect would be anti-dilutive.

           Common shares issued for nominal  consideration  have been considered
       outstanding  for the historical  period  presented in the  computation of
       earnings per share.

    f.  USE OF ESTIMATES

           The preparation of financial  statements in conformity with generally
       accepted accounting  principles requires management to make estimates and
       assumptions that affect the amounts reported in the financial  statements
       and accompanying notes. Actual results could differ from those estimates.


    g.  BASIS  FOR  ASSIGNING AMOUNTS TO EQUITY SECURITIES ISSUED FOR OTHER THAN
        CASH

           Shares of common stock issued for other than cash have been  assigned
       amounts  equal to the fair value of the  services  or assets  received in
       exchange.

2.  COMMON STOCK OFFERING

           During 2001,  the Securities  and Exchange  Commission  approved Form
       SB-1/A to offer 2,500,000  units of 2,500,000  shares of common stock and
       2,500,000 common stock purchase  warrants for $.10 per unit. The offering
       resulted in the 2,500,000  units being issued for $250,000.  2,496,900 of
       the common  stock  warrants to purchase  common  stock for $.50 per share
       were exercised in 2001. The common stock proceeds of $1,498,450 were used
       by the Company as follows:

          Payment of expenses for commissions
            and fees associated with the stock issuance        $  148,355

          Loans to AVL Information Systems, Ltd.                  971,678

          Loans to AVL Information Systems, Inc.                   88,450

          Working capital                                         289,967
                                                               ----------

               Total stock proceeds                            $1,498,450
                                                               ==========

                                      F-24
<PAGE>
                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001


2.  COMMON STOCK OFFERING (continued)

        A  portion  of the  proceeds  for  working  capital  was  used  to  make
    additional  loans  to AVL  Information  Systems,  Ltd.  and AVL  Information
    Systems, Inc.

3.  INCOME TAXES

        The Company  accounts  for income  taxes under  Statement  of  Financial
    Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes", which
    requires use of the  liability  method.  FAS 109 provides  that deferred tax
    assets and liabilities are recorded based on the differences between the tax
    bases of assets and  liabilities  and their  carrying  amounts for financial
    reporting  purposes,  referred to as  temporary  differences.  Deferred  tax
    assets and  liabilities at the end of each period are  determined  using the
    currently  enacted  tax rates  applied to taxable  income in the  periods in
    which the deferred tax assets and  liabilities are expected to be settled or
    realized.  The  deferred  tax asset of  $460,900  is  offset by a  valuation
    allowance  of $460,900 at  December  31, 2001  because it is not more likely
    than not to be realized due to the going-concern uncertainty.

        The  provision  for  refundable  income  taxes  differs  from the amount
    computed  by  applying  the  statutory  federal  income tax rate to the loss
    before  provision for income taxes.  The Company's  estimated  effective tax
    rate of 34% is offset  by a reserve  due to the  uncertainty  regarding  the
    realization of the deferred tax asset. The valuation  allowance increased by
    approximately $448,900 for the year ended December 31, 2001.

        As of  December  31, 2001 the  Company  has a net  operating  loss carry
    forward  of  approximately  $1,355,000,  which will be  available  to offset
    future taxable  income.  If not used, this carry forward will expire through
    2021.  The deferred tax asset  relating to the operating  loss carry forward
    has been fully reserved at December 31, 2001.

4.  RELATED PARTY TRANSACTIONS

        The Company has a note  receivable of $986,378 due from AVL  Information
    Systems,  Ltd. at December 31, 2001.  The note  receivable is unsecured with
    interest at 8% per annum and is due on demand.  The Company  also has a note
    receivable of $303,383 due from AVL  Information  Systems,  Inc. at December
    31, 2001. The note receivable is unsecured with interest at 8% per annum and
    is due on demand.

        As discussed in Note 9, the December 31, 2001 financial  statements have
    been restated as a result of the inability of these related parties to repay
    the  $1,289,761  of  notes   receivable  and  $14,415  of  accrued  interest
    receivable previously reported as assets.


                                      F-25

<PAGE>

                                  i-Track, Inc.
                        F/K/A AVL SYS International, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001



5.  MANAGEMENT SERVICES AGREEMENT

        The Company has a management  services  agreement  with AVL  Information
    Systems, Ltd. for the provision of services including manpower, supplies and
    premises  for $2,500 per month.  The  agreement  can be  cancelled by either
    party with 30 days  written  notice.  Management  fees under this  agreement
    amounted to $7,500 for the year ended  December 31, 2001.  Since the Company
    has no employees and all management  decisions  concerning sales,  purchases
    and  operations  are  controlled by  individuals  who are  stockholders  and
    employees of AVL Information Systems,  Ltd. there is a potential conflict of
    interest.

6.  DISTRIBUTION AGREEMENTS

        The  Company  has  a  worldwide  exclusive  distribution  agreement  for
    products manufactured by AVL Information Systems, Inc. that is effective for
    as long as the Company meets certain performance criteria.

7.  GOING CONCERN

        The Company has been a development  stage company since its inception on
    March 8, 1999 and has  incurred  significant  losses  since  inception.  The
    Company is dependent upon AVL Information  Systems,  Ltd. and its subsidiary
    to  provide  all of its  products  sold and to supply  management  services.
    Because of the uncertainty of AVL Information Systems, Ltd. to continue as a
    going  concern  to  supply  these  products  and  services  and to  generate
    sufficient cash flow to repay the $1,289,761 of notes  receivable,  there is
    substantial  doubt  about  the  Company's  ability  to  continue  as a going
    concern.

        The accompanying  financial statements do not include an adjustment that
    might result from the outcome of this uncertainty.

8.  SUBSEQUENT EVENT

        The Board of Directors  adopted a Stock Plan in February,  2002 to grant
    stock options to officers, directors, employees and independent contractors.
    The stockholders of the company have not approved adoption of the Plan.

9.  RESTATEMENT OF DECEMBER 31, 2001 FINANCIAL STATEMENTS

        The  financial  statements  at December  31, 2001 as  previously  stated
    included as assets the  $1,289,761  notes  receivable and $14,415 of accrued
    interest  receivable  discussed  in Note 4. The  financial  condition of AVL
    Information   Systems,   Ltd.  and  AVL  Information   Systems,   Inc.  have
    deteriorated  since  March 7, 2002 to the  point  that  management  does not
    believe either  related party can repay the  receivables.  Accordingly,  the
    December 31, 2001  financial  statements  have been  adjusted to reflect the
    notes  receivable and accrued interest  receivable as uncollectible  and the
    previously reported net loss of $16,251 increased by $1,304,176.

        In addition,  the  financial  statements at December 31, 2001 included a
    $14,359  accounts  receivable  where  management  discovered  the goods were
    returned  by  the  customer  to ALV  Information  Systems,  Inc.  Therefore,
    accounts  receivable  and  sales  were  reduced  by  $14,359  and  the  note
    receivable from AVL Information Systems, Inc. was increased by $12,000.



                                      F-26


<PAGE>











                             AUDITED FINANCIAL STATEMENTS
                             STRATEGIC COMMUNICATIONS PARTNERS, INC.
                             (A DEVELOPMENT STAGE COMPANY)
                             PERIOD FROM AUGUST 13, 2002 (DATE OF INCEPTION)
                             TO DECEMBER 31, 2002










                                      F-27


<PAGE>




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of
STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)





We have  audited the  accompanying  balance  sheet of  Strategic  Communications
Partners,  Inc. (a development stage company) ("the Company") as of December 31,
2002 and the related  statement  of  operations,  stockholders'  equity and cash
flows for the period from August 13, 2002 (date of  inception)  to December  31,
2002.  The  financial   statements  are  the  responsibility  of  the  Company's
management.  Our  responsibility  is to  express  an  opinion  on the  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2002 and the results of its operations and cash flows for the period from August
13, 2002 (date of inception) to December 31, 2002 in conformity  with accounting
principles generally accepted in the United States of America.

The  consolidated  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 1 to the
financial  statements,  the Company has been in the development  stage since its
inception  and has suffered  losses from  operations,  which raises  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are described in note 2 to the financial statements. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




/s/ MOORES ROWLAND

MOORES ROWLAND
CHARTERED ACCOUNTANTS
CERTIFIED PUBLIC ACCOUNTANTS
HONG KONG

Date: March 14, 2003

                                      F-28

<PAGE>


STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================



                                                NOTE                        US$

OPERATING REVENUE                                                             -

OPERATING EXPENSES
General and administrative expenses                                  (1,015,482)
                                                                 ---------------

LOSS FROM OPERATIONS                                                 (1,015,482)
                                                                 ---------------

NON-OPERATING INCOME
Interest income                                                             319
Other income                                                                164
                                                                 ---------------

Total non-operating income                                                  483
                                                                 ---------------

LOSS BEFORE INCOME TAXES                                             (1,014,999)

Income taxes                                      7                           -
                                                                 ---------------

NET LOSS                                                             (1,014,999)
                                                                 ===============


NET LOSS PER SHARE:
    Basic                                       3(e)                      (0.45)
                                                                 ===============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING   3(e)                  2,248,290
                                                                 ===============


The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------

                                      F-29


<PAGE>


STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

BALANCE SHEET
As of December 31, 2002
================================================================================


ASSETS                                               NOTE                    US$

CURRENT ASSETS
Cash and cash equivalents                                               197,576
Due from related party                               6(b)                60,000
                                                                 ---------------

TOTAL ASSETS                                                            257,576
                                                                 ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued expenses and other accrued liabilities                           70,775
Notes payable                                         4                  24,500
                                                                 ---------------

TOTAL LIABILITIES                                                        95,275
                                                                 ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, par value US$0.001 each,
    100,000,000 shares of stock authorized,
    5,213,400 shares of stock issued and outstanding                      5,213
Additional contributed paid-in capital                                1,172,087
Accumulated deficit                                                  (1,014,999)
                                                                 ---------------

TOTAL STOCKHOLDERS' EQUITY                                              162,301
                                                                 ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              257,576
                                                                 ===============


The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------

                                      F-30

<PAGE>


STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================

<TABLE>
<CAPTION>


                                          COMMON STOCK                    ADDITIONAL           ACCUMU-
                                   ----------------------------          CONTRIBUTED             LATED
                                        NUMBER         AMOUNT        PAID-IN CAPITAL           DEFICIT             TOTAL
                                                          US$                    US$               US$               US$
<S>                               <C>              <C>               <C>                 <C>                <C>
Common stock issued for cash at
US$0.001 per share                   2,850,000          2,850                      -                 -             2,850

Common stock issued for cash at
US$0.50 per share, net of
offering costs of US$7,250             960,000            960                471,790                 -           472,750

Common stock issued for services
at US$0.50 per share                   750,000            750                374,250                 -           375,000

Common stock issued for cash and
services at US$0.50 per share          653,400            653                326,047                 -           326,700

Net loss for the period                      -              -                      -        (1,014,999)       (1,014,999)
                                  -------------    ------------      ----------------    ---------------    --------------

BALANCE AS OF DECEMBER
    31, 2002                         5,213,400          5,213              1,172,087        (1,014,999)          162,301
                                  =============    ============      ================    ===============    ==============
</TABLE>

The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------

                                      F-31


<PAGE>


STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================


                                                                           2002
                                                                            US$

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                             (1,014,999)

Adjustments to reconcile net loss to net cash used in
operating activities:-
    Common stocks issued for compensation                               809,350
    Changes in working capital:
      Accrued expenses and other accrued liabilities                     70,775
                                                                ----------------

NET CASH USED IN OPERATING ACTIVITIES                                  (134,874)
                                                                ----------------


NET CASH USED IN INVESTING ACTIVITIES
Advances to a related party                                             (60,000)
                                                                ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES
Proceeds from issuance of common stock                                  367,950
Proceeds from issuance of notes payable                                  47,000
Repayment of notes payable                                              (22,500)
                                                                ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                               392,450
                                                                ----------------

CASH AND CASH EQUIVALENTS, AS OF END OF THE PERIOD                      197,576
                                                                ================

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Bank balances                                                           197,576
                                                                ================

NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
Common stocks issued for compensation                                   809,350
                                                                ================

The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------

                                      F-32


<PAGE>


STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================


1.       ORGANIZATION AND PRINCIPAL ACTIVITIES

         The Company was incorporated in the State of Wyoming, the United States
         ("US") on August 13, 2002 with authorized  share capital of 100,000,000
         shares at a par value of  US$0.001  each.  Neither  the Company nor its
         subsidiary   has   commenced    revenue-producing    activities,   and,
         accordingly,  is considered  in the  development  stage.  The principal
         activities  of the Company are  investment  holding,  and  provision of
         financial,   technical  and   marketing   services  for  its  operating
         subsidiary in Beijing,  China. As of December 31, 2002, the Company had
         5,213,400  shares of  US$0.001  each common  stock in issue.  3,530,000
         shares of common  stock were  allotted  for cash at  considerations  of
         US$367,800.   1,683,400   shares  of  common   stock  were  issued  for
         compensation and cash consideration with aggregate value of US$809,500.
         These  issues of shares  in  excess  of their  par  value  resulted  in
         additional contributed paid-in capital of US$1,172,087.

         On December 9, 2002, the Company subscribed 950,000 shares of HK$1 each
         of  Strategic   Communications  Partners  Limited  ("SCPL").  SCPL  was
         incorporated  in Hong Kong on  December 9, 2002 with  authorized  share
         capital of 1,000,000 shares at a par value of HK$1 each. As of December
         31, 2002,  the Company had not yet paid for the shares in SCPL and SCPL
         had not yet commenced business.  As the investment cost in SCPL was not
         yet paid up as at the balance  sheet date,  no  consolidated  financial
         statements  have  been  prepared.  The  Company  will  account  for its
         investment in SCPL using the purchase  method of accounting once it has
         paid up the share capital of SCPL.

         On December 18,  2002,  the Company  signed an  agreement  with Beijing
         Goldvision  Technologies  Ltd.  ("Goldvision").  Pursuant  to which the
         Company would purchase an initial 18% equity  interest in Goldvision at
         an aggregate  consideration of US$4,800,000 from the existing owners of
         Goldvision.  According to the provisions of the  agreement,  SCPL shall
         contribute a payment of US$200,000 within 60 days of the effective date
         of the agreement  (i.e.  December 18, 2002, the date the parties signed
         the agreement),  followed by 10 monthly payments of US$170,000 each. On
         February 7, 2003,  this  agreement was modified to extend the effective
         date by 60 days, with other terms and conditions remain  unchanged.  At
         the  close  of  the  twelvth  month  from  the  effective  date  of the
         agreement,  SCP will contribute an additional  payment of US$2,900,000,
         reaching the total of US$4,800,000 within the first twelve months after
         the effective date of the agreement. The agreement also stipulates that
         SCPL  shall  acquire a further  6% equity  interest  in  Goldvision  by
         contributing  US$200,000  per month for 12 months  from the  thirteenth
         month  to the  twenty-fourth  month  after  the  effective  date of the
         agreement, equaling a total of US$2,400,000. Goldvision is incorporated
         in the  Peoples'  Republic  of  China  ("PRC")  and is  engaged  in the
         business of  providing  satellite  communication,  broadband  internet,
         content, wireless access and transport in Beijing, PRC.



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

                                      F-33

<PAGE>

STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================


2.       BASIS OF PRESENTATION

         These  financial  statements  have been  prepared  in  accordance  with
         accounting  principles  generally  accepted  in the  United  States  of
         America ("US GAAP").

         The  Company is in the  development  stage and has  incurred  losses of
         US$1,014,999  since inception,  which raise substantial doubt about the
         Company's  ability to continue as a going concern.  The continuation of
         the  Company  as a going  concern  is  dependent  upon  the  successful
         implementation of its business plan and ultimately achieving profitable
         operations.  However,  there can be no assurance that the business plan
         will be  successfully  implemented.  The  inability  of the  Company to
         implement the business plan  successfully  could  adversely  impact the
         Company's business and prospects.


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      BASIS OF ACCOUNTING
                  The  financial   statements   have  been  prepared  under  the
                  historical  cost  convention.   Cost  in  relation  to  assets
                  represents  the  cash  amount  paid or the  fair  value of the
                  asset, as appropriate.

         (b)      SUBSIDIARY
                  A  subsidiary  is  an  affiliate  controlled  by  the  Company
                  directly,  or indirectly  through one or more  intermediaries.
                  The term control (including the terms controlling,  controlled
                  by and under common control with) means the possession, direct
                  or indirect,  of the power to direct or cause the direction of
                  the management and policies of a person,  whether  through the
                  ownership of voting shares, by contract, or otherwise.

         (c)      INCOME TAXES
                  Current  income tax expense or benefit is the amount of income
                  taxes expected to be payable or refundable for current period.
                  Provision  for  deferred  taxes  requires the  recognition  of
                  deferred tax assets and liabilities  for the estimated  future
                  tax effects  attributable  to  temporary  differences  without
                  regard to the  probability  of future  reversal.  As temporary
                  differences  are  immaterial,  no provision for deferred taxes
                  has been made.

         (d)      RELATED PARTIES
                  Parties  are  considered  to be  related  if one party has the
                  ability to control  the other  party or  exercise  significant
                  influence  over  the  other  party  in  making  financial  and
                  operating decisions.

         (e)      FOREIGN CURRENCIES
                  Transactions  in  foreign  currencies  are  translated  at the
                  approximate  rates of exchange  on the dates of  transactions.
                  Monetary  assets  and   liabilities   denominated  in  foreign
                  currencies at year end are translated at the approximate rates
                  ruling at the  balance  sheet  date.  Non-monetary  assets and
                  liabilities are translated at the rates of exchange prevailing
                  at the time the  asset or  liability  was  acquired.  Exchange
                  gains and losses are recorded in the statement of operations.

         (f)      CASH AND CASH EQUIVALENTS
                  Cash  equivalents   include  all  highly  liquid  investments,
                  generally  with  original  maturities of three months or less,
                  that are readily  convertible to known amounts of cash and are
                  so near  maturity  that they  represent  insignificant risk of
                  changes in value because of changes in interest rates.



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

                                      F-34

<PAGE>

STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (g)      OPERATING LEASES
                  Leases  where  substantially  all of the  rewards and risks of
                  ownership  of  assets  remain  with the  leasing  company  are
                  accounted  for as  operating  leases.  Rentals  payable  under
                  operating  leases are recorded in the  statement of operations
                  on a straight-line basis over the lease term.

         (h)      ORGANIZATION COSTS
                  Organization  costs  comprise  mainly of consulting  expenses,
                  investment  expenses and other  start-up cost and are expensed
                  in the statement of operations during the period/year in which
                  they are incurred.

         (i)      USE OF ESTIMATES
                  The preparation of the financial statements in conformity with
                  US GAAP  requires the Company's  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  financial  statements  and  the
                  reported  amounts of revenues and expenses during the reported
                  period.  Actual  amounts  could  differ from those  estimates.
                  Estimates are used for, but not limited to, the accounting for
                  certain items such as depreciation, taxes and contingencies.

         (j)      COMPREHENSIVE LOSS
                  There were no items of other comprehensive  income/loss during
                  the period, and, thus, net loss is equal to comprehensive loss
                  during the period.

         (k)      EARNINGS / LOSS PER SHARE
                  Basic  earnings  / loss  per  common  share  are  computed  by
                  dividing  net  earnings / loss for the period by the  weighted
                  average number of common shares outstanding during the period.
                  Diluted  earnings  per  common  share are  computed  using the
                  weighted average number of shares that were outstanding during
                  the period.

         (l)      NEW ACCOUNTING PRONOUNCEMENTS
                  In  July  2002,  the  Financial   Accounting  Standards  Board
                  ("FASB") issued  Statement of Financial  Accounting  Standards
                  ("SFAS") No. 146,  "Accounting for Costs  Associated with Exit
                  or Disposal Activities",  which requires costs associated with
                  exit or disposal  activities to be  recognized  when the costs
                  are  incurred,  rather than at a date of commitment to an exit
                  or disposal plan. The provisions of SFAS 146 are effective for
                  disposal   activities   initiated  after  December  31,  2002.
                  Adoption  of SFAS No. 146 is not  expected  to have a material
                  impact on the Company's financial statements.

                  In October 2002,  the FASB issued SFAS No. 147,  "Acquisitions
                  of  Certain  Financial  Institutions  - an  amendment  of FASB
                  Statements  No.  72 and 144  and  FASB  Interpretation"  which
                  applies to all acquisitions of a financial  institution except
                  those between two or more mutual  enterprises,  which is being
                  addressed in a separate  project.  The  provisions of SFAS No.
                  147 are  effective  on October 1, 2002,  the Company  does not
                  believe  that the  adoption  of SFAS 147 will have a  material
                  impact on the Company's financial statements.



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

                                      F-35

<PAGE>
STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (l)      NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
                  In December  2002,  the FASB issued SFAS No. 148,  "Accounting
                  for Stock-Based  Compensation - Transition and Disclosure - an
                  amendment of FASB Statement No. 123". SFAS No. 148 amends SFAS
                  No. 123 to provide  alternative  methods of  transition  for a
                  voluntary  change to the fair value based method of accounting
                  for  stock-based  employee  compensation.  In  addition,  this
                  Statement  amends the disclosure  requirements of SFAS No. 123
                  to require  prominent  disclosures  in both annual and interim
                  financial  statements  about  the  method  of  accounting  for
                  stock-based employee compensation and the effect of the method
                  used on reported  results.  Companies  having a year-end after
                  December 15, 2002 are required to follow the prescribed format
                  and  provide  the  additional   disclosures  in  their  annual
                  reports.  The Company  does not believe  that the  adoption of
                  SFAS  148  will  have  a  material  impact  on  the  Company's
                  financial statements.


4.       NOTES PAYABLE

         The notes  due to Ms.  Margaret  Donegan  are  interest-free,  shall be
         payable by not more than  US$12,500 per month  beginning  November 2002
         and be repaid in full by February 28, 2003. Ms.  Margaret  Donegan is a
         shareholder of the Company.


5.       COMPENSATION PAID IN COMPANY STOCK

         The Company gave 1,683,400  shares of its common stock as  compensation
         in  lieu  of  cash.   This   $809,350   is   included  in  General  and
         Administrative expenses in the Statement of Operations.







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

                                      F-36


<PAGE>

STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================

6.       RELATED PARTY TRANSACTIONS

         In addition to the  transactions / information  disclosed  elsewhere in
         these financial statements,  the Company had the following transactions
         with related parties.

(a)      Names and relationship of related parties

<TABLE>
<CAPTION>
         NAME                                               EXISTING RELATIONSHIPS WITH THE COMPANY
         ----                                               ---------------------------------------
<S>                                                         <C>
         Blake Ratcliff                                     A shareholder and Vice President of Operations of the
                                                               Company
         Brad Woods                                         A shareholder and Vice President and Chief Finance Officer
                                                               of the Company
         George Krieger                                     The sole shareholder of StarTele.Com LLC
         Kent Lam                                           A shareholder and Vice-President of Marketing of the
                                                               Company; a shareholder of SCPL and President of the
                                                               Company's Beijing based China operating company.
         Peter Wei                                          A shareholder of the Company
         Phillip Allen                                      A shareholder, Chairman of the Company's Board of
                                                               Directors, President and Chief Executive Officer of the
                                                               Company
         StarTele.Com LLC                                   A shareholder of the Company
         Train Top Investment & Trading Ltd.                A company beneficially owned and controlled by Kent Lam
</TABLE>

(b)      Summary of balance with related party
                                                                            US$

         Due from related party                                          60,000
                                                                     ===========

         In November,  2002,  US$60,000  was remitted to Train Top  Investment &
         Trading Ltd. ("Train Top") mainly for the purposes of arranging the set
         up of the Beijing operations.

(c)      Summary of related party transactions
                                                                            US$
         Consulting fee paid to:
            Phillip Allen                                                22,500
            Iain Stewart                                                 21,000
            Blake Ratcliff                                               52,500
            StarTele.Com LLC                                             13,000
            Brad Woods                                                   12,500
            George Kriegar                                                7,375
                                                                     ===========

         Commission & related fees:
            StarTele.Com LLC                                             22,750
                                                                     ===========


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

                                      F-37

<PAGE>

STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================

6.       RELATED PARTY TRANSACTIONS (CONTINUED)

         (c)      Summary of related party transactions (Continued)

                  Besides, Peter Wei is a major  shareholder of Goldvision.  For
                  details  of  agreement  entered  into between  the Company and
                  Goldvision,  please  refer  to  note  1   to   the   financial
                  statements.


7.       INCOME TAXES

         As the  Company is in the  development  stage and has  incurred  losses
         since inception, there is no current provision for income taxes.

         Deferred   income  taxes  reflect  the  net  tax  effect  of  temporary
         differences  between the carrying  amount of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes.  The  significant  components of the  Company's  deferred tax
         assets as of December 31, 2002 are as follows:

                                                                            US$

         Net operating loss carry forward                                16,000
         Start-up and costs capitalized for tax purposes                362,000
                                                                   -------------

         Total deferred tax assets                                      378,000
         Valuation allowance for deferred tax assets                   (378,000)
                                                                   -------------

         Net deferred taxes                                                   -
                                                                   =============


         A  reconciliation  of the  Company's  effective  tax rate to the United
         States statutory rate is as follows:

         United States statutory rate                                     34.0%
         State taxes, net of Federal benefits                              3.3%
                                                                     -----------

                                                                          37.3%
         Valuation allowance for deferred tax assets                     (37.3%)
                                                                     -----------

                                                                              -
                                                                     ===========

         The  Company's net  operating  loss carry  forwards will expire in 2023
         unless  utilized.  Due to the fact that the Company has incurred losses
         since inception,  the Company has not recognized the income tax benefit
         of the net operating loss carry forwards.  Additionally,  the Company's
         ability to  recognize  the benefit  from the net  operating  loss carry
         forwards  could be limited  under  Section 382 of the Internal  Revenue
         Code if ownership of the Company changes by more than 50%, as defined.



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

                                      F-38


<PAGE>

STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================

8.       OPERATING LEASES COMMITMENTS

         The Company had no  operating  leases  commitments  as of December  31,
         2002.  Subsequent to the balance sheet date,  Phillip Allen has entered
         into a non-cancelable  operating lease for a term of 6 months ending on
         July 17, 2003 on behalf of the Company to lease office premises for the
         Company.  The total  commitment  under such lease amounted to US$6,450,
         which is payable in the year ending December 31, 2003.

         Rent  expense  for  operating  lease was US$390  for the  period  ended
         December 31, 2002.


9.       STOCK WARRANTS

         During the period,  the Company issued  warrants which are  exercisable
         until on or prior to August 15, 2005. Each warrant  entitles its holder
         to purchase one share of the Company's  common stock,  as follows;  the
         purchase  price of one share of Common Stock shall be equal to: US$1 if
         exercised on or before 5:00 p.m. Colorado time on August 15, 2003; US$2
         if exercised on or before 5:00 p.m.  Colorado  time on August 15, 2004;
         and US$3 if  exercised on or before 5:00 p.m.  Colorado  time on August
         15, 2005.

         Following is a summary of warrants outstanding:
<TABLE>
<CAPTION>
                                                                                                Non-
                                                                                            Employee           Employee
                                                                                            warrants           warrants
                                                                                         outstanding        outstanding
                                                                                        -------------      -------------
<S>                                                                                     <C>                <C>
         Granted during the period and balances as of December 31, 2002                      670,000                  -
                                                                                        =============      =============
</TABLE>


10.      POST BALANCE SHEET EVENT

(a)      On January 16, 2003,  the Company  entered  into a consulting  contract
         (the "Contract") with Train Top whereby Train Top agreed to operate and
         manage the selling and  marketing  operation of the Company in Beijing,
         China for a period of two years.  As a condition of the Contract,  Kent
         Lam agreed to enter into an employment  contract with Train Top binding
         him to provide the  services  required  of the Company  pursuant to the
         Contract. In addition to the consulting fees and sales commission,  the
         Company  agreed to issue in aggregate  50,000 shares of common stock to
         Train Top during the two years' Contract period.








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

                                      F-39


<PAGE>

STRATEGIC COMMUNICATIONS PARTNERS, INC.
(A Development Stage Company)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
Period from August 13, 2002 (date of inception) to December 31, 2002
================================================================================

10.      POST BALANCE SHEET EVENT (CONTINUED)

(b)      According  to a Letter of Intent  entered  into between the Company and
         I-Track,  Inc.  ("ITI") on January 28,  2003,  both  parties  intend to
         proceed with the  development  and  execution  of closing  documents to
         effect  the  transfer  of  shares,  pursuant  to which  ITI will  issue
         19,000,000  shares of its  authorized,  unissued  common  shares to the
         Company at a  consideration  of  US$50,000  cash plus good and valuable
         consideration.  The 19,000,000  shares  constitute 88.13% of the issued
         and  outstanding  shares of ITI's  common  stock.  The  transaction  is
         expected to be completed on March 17, 2003.

         Upon the above-mentioned transactions being executed on March 17, 2003,
         the Company will issue proportional shares to its founders and founding
         investors  so  that  the  Company  shall  have  an  issued  capital  of
         19,000,000 shares.

(c)      On February 26, 2003, the Company offered two shareholders of a company
         engaged in the  provision of internet  services  (the "ISP  Company") a
         swap of  shares  of the  Company  on the  basis of 10 shares of the ISP
         Company for 1 share of the Company with 2 warrants both  exercisable at
         US$1,  one in year one and one in year 2. The shares swap and  issuance
         of  warrants   will  be  taken  place  after  the   completion  of  the
         transactions as mentioned in note 10(b) to these financial statements.

(d)      On March 3, 2003,  the board of  directors  of the Company  unanimously
         agreed to issue in  aggregate  600,000  shares  of common  stock of the
         Company to certain existing shareholders and independent consultants in
         exchange  for  consulting  and  management  services  rendered  to  the
         Company.  Each  share of  common  stock  has 2  warrants  which  may be
         exercised to purchase  additional shares of the Company's common stock.
         The first warrant is exercisable  at US$1.00 on the  anniversary of the
         grant or any time  thereafter  and the second warrant is exercisable at
         US$1.00 on or after  March 1, 2002.  The  warrants  will expire in five
         years if not exercised.

(e)      On  March  4,  2003,  SCPL set up a  wholly-owned  foreign  enterprise,
         Beijing In-Touch Information System Co. Ltd. ("In-Touch"),  in the PRC.
         In-Touch  is  engaged  in  the  business  of  telecommunication  system
         integration.  The registered  capital of In-Touch is US$150,000 and the
         operating period is 30 years starting from March 4, 2003.  According to
         the articles of In-Touch, SCPL is required to contribute 15% and 85% of
         the registered capital in cash within 3 and 8 months  respectively from
         the date of the issuance of the business  license (i.e. March 4, 2003).
         As of the date of these financial statements, SCPL had not yet made the
         contribution.



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

                                      F-40



<PAGE>



          I-TRACK, INC.

    PRO FORMA COMBINED FINANCIAL INFORMATION


On March 22, 2003, I-Track, Inc. ("I-Track") acquired all of the outstanding
common shares of Strategic Communications Partners, Inc. ("SCP"), for 19,000,000
shares of I-Track common stock.

For accounting purposes, the acquisition of SCP by I-Track will be accounted for
as a reverse acquisition, whereby SCP will be considered the acquiror for
accounting purposes. No goodwill or other intangibles will be recorded, and the
assets and liabilities of I-Track will be carried forward at their predecessor
cost basis. The results of operations for periods prior to the acquisition will
be those of SCP, and the results of operations of periods subsequent to the
merger will be those of the combined entities.

The accompanying unaudited pro forma balance sheet combines the December 31,
2002 balance sheets of I-Track and SCP as if the transaction had occurred on
that date.

The accompanying unaudited pro forma statement of operations combines the
operations of I-Track and SCP for the year ended December 31, 2002, as if the
transaction had occurred as of the beginning of the period presented. As
I-Track's sole source of revenue was related to sales of a product under a
licensing agreement that has since been cancelled, I-Track's operations are
classified as discontinued, except for estimated public company reporting costs.

These statements are not necessarily indicative of future operations or the
actual results that would have occurred had the transaction been consummated at
the beginning of the period indicated.

The unaudited pro forma combined financial statements should be read in
conjunction with the historical financial statements and notes thereto, included
elsewhere in this Form 8-K and in I-Track's Form 10-KSB and Form 10-QSB.

                                      F-41
<PAGE>

                                  I-Track, Inc.
                      Pro Forma Consolidating Balance Sheet
                                December 31, 2002

<TABLE>
<CAPTION>
                                                                                                Pro Forma                Pro Forma
                                                                  I-Track           SCP        Adjustments             Consolidated
                                                                  -------           ---        -----------             -------------
<S>                                                          <C>             <C>             <C>                      <C>
                              Assets

Cash and equivalents                                         $         778   $    197,576                             $    198,354
Receivables, related party                                          36,536         60,000        (36,536) (2)               60,000
                                                             --------------  -------------   ------------             -------------
Total Assets                                                 $      37,314   $    257,576    $   (36,536)             $    258,354
                                                             ==============  =============   ============             =============

                Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable                                           $      26,402   $     70,775    $   (26,402) (3)         $     70,775
  Due to stockholders                                              292,601         24,500       (292,601) (4)               24,500

Stockholders' Equity
  Common stock                                                      23,697          5,213         (7,410) (1)               21,500
  Additional paid in capital                                     1,345,098      1,172,087     (1,360,607) (1),(3),(4)    1,156,578
  Accumulated deficit                                           (1,650,484)    (1,014,999)     1,650,484  (1)           (1,014,999)
                                                             --------------  -------------   ------------             -------------
Total stockholders' equity (deficit)                              (281,689)       162,301        282,467                   163,079
                                                             --------------  -------------   ------------             -------------
Total Liabilities and Stockholders' Equity                   $      37,314   $    257,576    $   (36,536)             $    258,354
                                                             ==============  =============   ============             =============
</TABLE>

(1)  To reflect the issuance of 19,000,000 I-Track shares to the former
     shareholders of SCP

(2)  To write-off related party receivable as uncollectible

(3)  To reflect assumption of I-Track liabilities by AVL.

(4)  To reflect exchange of stock for related party payable



                                      F-42


<PAGE>
                                 i-Track, Inc.
                 Pro Forma Consolidating Statement of Operations
                                December 31, 2002

<TABLE>
<CAPTION>
                                                                                             Pro Forma           Pro Forma
                                                               I-Track          SCP         Adjustments         Consolidated
<S>                                                        <C>            <C>              <C>                 <C>
Sales                                                      $    301,750   $           -    $  (301,750) (5)    $           -
Cost of sales                                                   250,635               -       (250,635) (5)                -
                                                           -------------  --------------   ------------
Gross profit                                                     51,115               -        (51,115)                    -

Administrative and selling expenses                             331,697       1,015,482       (256,697) (5)        1,090,482
                                                           -------------  --------------   ------------        --------------
Loss from operations                                           (280,582)     (1,015,482)       205,582            (1,090,482)

Interest and other income                                             -             483              -                   483
                                                           -------------  --------------   ------------        --------------
Loss from continuing operations                                (280,582)     (1,014,999)       205,582            (1,089,999)

Discontinued operations of I-Track                                    -               -       (205,582) (5)         (205,582)
                                                           -------------  --------------   ------------        --------------
Net loss                                                   $   (280,582)  $  (1,014,999)   $        -          $  (1,295,581)
                                                           =============  ==============   ============        ==============
Net loss per common share                                  $      (0.24)  $       (0.45)                       $       (0.05)
                                                           =============  ==============                       ==============
Weighted average shares outstanding                           1,184,845       2,248,290                           21,500,000
                                                              ==========      ==========                          ===========
</TABLE>


(5) To classify I-Track's former activities in marketing and distribution of AVL
    systems as discontinued operations.




                                      F-43