<PAGE>

                       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

                                       OR
 ----
/   /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
----    SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to
                               ----------------    ------------------


                           Commission File No. 0-32007

                     UNITED NETWORK MARKETING SERVICES, INC.
                    ----------------------------------------
           (Name of Small Business Issuer as specified in Its Charter)

           Delaware                                           13-4024018
---------------------------------                           -------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

750 Third Avenue, New York, New York                            10017
--------------------------------------                        ------------
(Address of Principal Executive Offices)                       (Zip Code)


Registrant's Telephone Number, Including Area Code:  (212)-688-2808
                                                    ---------------
Securities registered pursuant to Section 12(b) of the Act: None

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

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of Class)

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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information

<PAGE>

statements incorporated by reference in Part III of this Form 10-KSB or any
                               ---
amendment to this Form 10-KSB /  /.
                              ---

Issuer's revenues for its most recent fiscal year.   -0-
                                                    -----

There is no established trading market for the registrant's common stock, the
only outstanding class of the registrant's common equity. In addition, no common
stock has been sold by the registrant since April 1999 other than 45,000 shares
issued in June 2001 for services rendered valued at $4,500. The Company's Board
of Directors estimates the current market value of the common stock to be
approximately $.07 per share based upon last price traded.

Number of shares outstanding of registrant's Common Stock as of March 15, 2003:
3,365,000.
---------

The following documents are incorporated by reference herein:  None.
                                                               ----


<PAGE>


CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

United Network Marketing Services, Inc. ("we," "UNMS" or the "Company") cautions
readers that certain important factors may affect our actual results and could
cause such results to differ materially from any forward-looking statements that
may be deemed to have been made in this Report or that are otherwise made by or
on our behalf. For this purpose, any statements contained in this Report that
are not statements of historical fact may be deemed to be forward-looking
statements. This Report contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified in certain cases
by the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this Report and
include statements regarding our intent, belief or current expectations, our
directors or our officers with respect to, among other things: (i) the
commercialization of our products and services; (ii) trends affecting our
financial condition or results of operations for our limited history; (iii) our
business and growth strategies; (iv) our financing plans and (v) the Internet
and Internet commerce.

Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors.
Factors that could adversely affect actual results and performance include,
among others, our limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change,
market acceptance of our products and services, and competition.

The accompanying information contained in this Report, including, without
limitation, the information set forth under the heading "Part I, Item 1 -
Description of Business - Risk Factors," identifies important additional factors
that could materially adversely affect actual results and performance. All of
these factors should be carefully considered and evaluated. All forward-looking
statements attributable to us are expressly qualified in their entirety by the
foregoing cautionary statement. Any forward-looking statements in this Report
should be evaluated in light of these important risk factors. We are also
subject to other risks detailed herein or set forth from time to time in our
future filings with the Securities and Exchange Commission.

                                     PART I


Item 1.  Description of Business
         -----------------------

The Company


<PAGE>


United Network Marketing Services, Inc. (sometimes referred to as "we," "UNMS"
or the "Company") is a development stage company with minimal operations since
inception in September 1998.

We have not had any revenues since inception and have limited cash available for
operations. Our cash requirements for working capital needs have been met solely
through loans from an officer and the principal stockholder of the Company.

We currently own a fifty percent (50%) interest in AccessNewAge Corporation
("AccessNewAge"), which owns and operates an Internet website that was launched
in April 1996. The website, , offers a large selection of "New Age" information,
products and services - most of which are holistic, esoteric, spiritual,
metaphysical and/or philosophical in character. We currently have no operations
or material business interests independent of AccessNewAge.

History

Upon our formation, we were a wholly-owned subsidiary of United Network
Technologies, Inc., a Delaware corporation ("UNTI"). In January 1999, all of our
issued and outstanding shares were distributed as a dividend to the stockholders
of UNTI of record as of September 29, 1998 (other than UNMS, which owned 6,533
shares of UNTI common stock but waived its right to receive the dividend).
Following the dividend, UNTI no longer owned any of our shares.

UNTI declared the dividend in connection with a "reverse" merger transaction
(the "Merger") in which PanAgra International Corporation merged with and into
UNTI, the stockholders of PanAgra International Corporation acquired a
controlling interest in UNTI, and UNTI changed its name to PanAgra International
Corporation. In contemplation of the Merger, UNTI transferred to UNMS
approximately $395,000 cash, 32,665 shares of UNTI (representing less than a 1%
interest), a $30,000 note of a former executive officer of UNTI and the Company,
and certain equipment. In addition, UNTI transferred to us all of the
outstanding shares of TrueYou.com Inc. ("TrueYou"), which was then a wholly
owned subsidiary of UNTI. The principal asset of TrueYou at the time was certain
proprietary software.

In April 1999, we distributed to our shareholders as a dividend all of the
TrueYou shares owned by us. TrueYou sells training and professional self-help
programs known as Best Steps through its website, Best Steps are three-minute
text and audio modules that are educational and motivational, providing
information written and narrated by best-selling authors. They are designed to
make participants more effective in various "communities," including success,
business, selling, communications, relationships, health and fitness and
serenity. TrueYou scaled back its operations and had no revenues during 2002. It



                                       2
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had revenues of $49,000 and $27,000 during 2001 and 2000, respectively. Alan
Gelband, one of our directors and the controlling shareholder of the Company, is
the founder, Chairman, Chief Executive Officer and a principal shareholder of
TrueYou.

In May 1999, we acquired a 50% ownership interest in AccessNewAge at a cost of
$17,000 and loaned AccessNewAge the sum of $8,000. The loan bears interest at
the rate of 6% per annum and was payable in full on May 15, 2002. The maturity
date has been extended to May 15, 2003. We currently have no operations or
material business interests independent of AccessNewAge.

In July 1999, we purchased 100,000 shares of TrueYou, which represented less
than a 3% interest, for $150,000. We sold our 100,000 shares of TrueYou (which
represented approximately a 2% interest at the time of sale) in February 2001 to
a non-affiliated third party in an arms-length transaction for $25,000.

In September 2001, we accepted 90,000 shares of TrueYou and 10,000 shares of
UNMS from Daren Tolz, a former officer and director of UNMS, in settlement of a
dispute. In consideration for such shares, we agreed that a certain nonrecourse
promissory note payable by Mr. Tolz to UNMS was deemed satisfied in full.


AccessNewAge.com

AccessNewAge.com offers a large selection of "New Age" information, products and
services - most of which are holistic, esoteric, spiritual, metaphysical and/or
philosophical in character.

The products include aromatherapy products, crystals and minerals, tapes and
CDs, books and gift items. The aromatherapy products are comprised of a line of
over 400 items including healing salves, oils, creams and incense. The books
cover numerous subjects, many dedicated to mind-body-spirit topics, such as
alternative and holistic health, astrology, Eastern religions, philosophy,
inspiration, self-help, mysticism, mythology, music and tarot.

AccessNewAge.com also features an on-line magazine called "Looking Deeper,"
which features articles on topics of personal growth, health and healing,
meditation, yoga, spiritual teachings, environmental awareness, astrology,
mysticism, and other New Age themes.

AccessNewAge.com was initially launched in April 1996. However, there are
currently no on-line links and limited sources of advertising designed to
promote the site and product sales. As a result, revenues of AccessNewAge have
been limited (approximately $ 43,500 and $45,300 during 2002 and 2001,
respectively) and insufficient to generate cash flow distributable to UNMS.
AccessNewAge had net income of approximately $7,000 and $7,600 in fiscal 2002

                                       3
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and 2001 respectively. Based on our current assessment of AccessNewAge, we do
not anticipate the revenues or net income of AccessNewAge to materially increase
or result in distributions to UNMS during 2003.

AccessNewAge does not maintain any inventory of products offered on its website.
Product orders are processed by AccessNewAge and then sent to the product
manufacturer/supplier for order fulfillment.

Employees

As of March 22, 2003, we had no full-time employees and one part-time employee,
Kenneth Levy, who is our President and Chief Executive Officer. Mr. Levy devotes
approximately one-third of his working time to the Company on an as needed
basis.

Legal Proceedings

There are no legal proceedings pending or, to our knowledge, threatened against
us.


                                  RISK FACTORS


RISKS RELATED TO OUR BUSINESS

Development Stage Company

Since our incorporation in September 1998, our operating activities have
consisted primarily of start-up activities, raising start-up capital and
co-developing start-up web-based businesses. In May 1999, we acquired a 50%
ownership interest in AccessNewAge. Through December 31, 2002, AccessNewAge has
had limited revenues from product sales and advertising, and UNMS has had no
revenues to date from AccessNewAge. During the years ended December 31, 2002 and
2001, AccessNewAge generated gross revenues of only approximately $43,500 and
$45,300, respectively. We have no basis to believe that there will be any
material increase in revenues of AccessNewAge in the future based on its current
operations. Therefore, it is unlikely that we will derive any revenues from the
operations of AccessNewAge in the foreseeable future. Moreover, there can be no
assurance that our operations will generate any revenues from other sources or
that we will ever generate sufficient revenues to achieve profitability.
Subsequently, the investment has been written down to $1,000.

We currently own a small minority interest (approximately 1.9%) in TrueYou, a
private company that develops and sells training and professional self-help
programs. TrueYou generated no revenues from operations during 2002 and
approximately $49,700 during the year ended December 31, 2001, and operated at a



                                       4
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net loss for both periods. We purchased our original interest in July 1999 for
$150,000 and sold it in February 2001 for $25,000, representing a $125,000 loss.
In September 2001 we accepted 90,000 shares of TrueYou from a former officer and
director of UNMS as part of a settlement agreement. The investment is carried on
the balance sheet at a value of $1. See "Description of Business History."

We have only a limited operating history upon which an evaluation of our
prospects can be based. Our current and proposed operations are subject to all
of the risks inherent in the establishment of a new business enterprise. The
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered by companies in an
early stage of development, particularly companies engaged in new and rapidly
evolving markets, such as an Internet-based business. We can give no assurance
that we will be able to successfully develop internet technology and content or
grow the AccessNewAge business.

History of Losses; Lack of Revenue

During the years ended December 31, 2002, 2001 and 2000, we had no revenues and
our operating expenses have resulted in losses of $97,751, $72,446 and $249,625,
respectively. We expect to incur additional operating losses and to experience
continued negative cash flow from operations for the foreseeable future. Based
on our current business model, it is unlikely that we will achieve, sustain or
increase revenues or profitability in the future.

Lack of Marketing Experience

We are a development stage enterprise and have only limited marketing
experience. The transition from a start-up operation to an enterprise capable of
effectively marketing a website based business requires additional management,
technical personnel, capital and other resources. Failure to meet marketing
standards could prevent or delay the effective commercialization of our sites
and products, even if successfully developed by us. There can be no assurance
that we, or our business partners, will be able to effectively market our
products and services.

Dependence on Third Parties for Internet Operations

We may rely on the cooperation of owners of Internet search services and on our
relationships with third party vendors of Internet development tools and
technologies. We can give no assurance that the necessary cooperation from third
parties will be available on acceptable commercial terms or at all. If we are
unable to develop and maintain satisfactory relationships with such third
parties on acceptable commercial terms, or if our competitors are better able to



                                       5
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leverage such relationships, our business, results of operations and financial
condition will be materially adversely affected.

RISKS RELATED TO SALES, MARKETING AND COMPETITION

Difficulties Associated with Brand Development

We believe that the importance of brand recognition will increase in the future
as the number of websites providing products and services increases. There are
many distributors of "New Age" related products and other products we may become
associated with, both online and traditional, who enjoy customer brand
recognition and compete with us in the digital distribution and mail order
markets. Many of these distributors have superior financial strength and
resources. We believe that establishing and increasing awareness of brand names
-- such as "AccessNewAge" -- is an important aspect of our efforts to continue
to attract customers and content providers. However, we currently have no funds
or resources available to devote to brand development.

Competition

The market for users, e-commerce, and Internet advertising is new and rapidly
evolving, and competition for users and advertisers is intense and is expected
to increase significantly. Barriers to entry are relatively insubstantial and we
may face competitive pressures from many additional companies both in the United
States and abroad. We believe that the principal competitive factors for
companies seeking to create sites on the Internet are critical mass,
functionality of the website, and brand recognition.

We face significant competition from many large, established online communities
and services that develop and market Internet content for consumer based
websites or otherwise create and operate such websites. These competitors, which
have significantly greater financial, technological and marketing resources than
us, include Yahoo! Inc., AOL Time Warner, Amazon.com Inc. and Microsoft
Corporation. In addition, Internet sites may be developed or acquired by
companies currently operating web directories, search engines, shareware
archives, content sites, OSPs, ISPs and other entities, many of which are likely
to have substantially more resources than us. Furthermore, we compete for users
and advertisers with other content providers and with thousands of websites
operated by individuals, the government and educational institutions. We also
face competitive pressure from traditional media such as newspapers, magazines,
radio and television. We believe that the principal competitive factors in
generating e-commerce revenue and attracting advertisers include the amount of
traffic on its website, brand recognition, customer service, the demographics of
our users, our ability to offer targeted audiences and the overall
cost-effectiveness of the distribution and advertising medium offered by us. We



                                       6
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believe that the number of Internet companies relying on Internet-based
e-commerce and advertising revenue, as well as the number of advertisers on the
Internet and the number of users, will increase substantially in the future.
Accordingly, we will likely face increased competition, resulting in increased
pricing pressures on the pricing of our products and the advertising rates,
which could have a material adverse effect on us.

The e-commerce market is new and rapidly evolving and competition among
e-commerce merchants is expected to increase significantly. We are relying on
e-commerce partners such as AccessNewAge to generate e-commerce revenues. Our
ability to generate revenues from any of its present or future e-commerce
partners may be adversely affected by competition between any such partner and
other Internet retailers.

The Internet has had a limited effect on the market for "New Age" products and
services. The current marketplace is characterized by hundreds, and perhaps
thousands of small sites - almost all of which are privately owned - that sell
or provide "New Age" related products or services. We have no knowledge that any
particular competitors are dominant in the web-based New Age products industry.

RISKS RELATED TO OPERATIONS

Need to Enhance and Develop AccessNewAge.com to Remain Competitive

To remain competitive, AccessNewAge must enhance and improve the responsiveness,
functionality and features of AccessNewAge.com and expand its offering of
products and services. Enhancements of or improvements to the website may
contain undetected programming errors that require significant design
modifications, resulting in a loss of customer confidence and user support and a
decrease in the value of our brand name recognition.

In addition, any failure to effectively develop and introduce new features and
functions, or the failure of such new features and functions to achieve market
acceptance, could have a material adverse effect on our business, results of
operations and financial condition. Unfortunately we currently have no funds
available to dedicate to such development.



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<PAGE>

Dependence on Key Personnel

Our success is dependent, in part, upon key management personnel. In particular,
we are highly dependent upon Kenneth Levy, our President and Chief Executive
Officer. Mr. Levy is primarily responsible for our day-to-day strategic planning
and financing arrangements. Until March 1, 2001, Mr. Levy worked for us on a
limited basis, with no compensation. He engaged in other projects unrelated to
the Company that required significant time commitments. Thereafter through
December 31, 2001, Mr. Levy devoted approximately two-thirds of his work time to
us under an agreement that expired on February 28, 2002. Due to our limited
capital, the agreement was amended as of January 1, 2002 to reduce Mr. Levy's
work time and compensation. He currently devotes work time to us on an as needed
basis. The loss of his services could have a material adverse effect on us.

Online Security

If the security measures that we use to protect personal information are
ineffective, we may lose visitors and our business would be harmed. We will rely
on security and authentication technology licensed from third parties. With this
technology, we can perform real-time credit card authorization and verification.
We cannot predict whether new technological developments could allow these
security measures to be circumvented. In addition, our software, databases and
servers may be vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions. We may need to spend significant resources to protect
against security breaches or to alleviate problems caused by any breaches. We
cannot assure that we can prevent all security breaches.

A party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our Internet operations.
Consumer concern over Internet security has been, and could continue to be, a
barrier to commercial activities requiring consumers to send their credit card
information over the Internet. Computer viruses, break-ins, or other security
problems could lead to misappropriation of proprietary information and
interruptions, delays, or cessation in service to our customers. Moreover, until
more comprehensive security technologies are developed, the security and privacy
concerns of existing and potential customers may inhibit the growth of the
Internet merchandising medium. We may be required to expend significant capital
resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. We can give no assurance that our
Internet operations are completely secure against potential interruptions or
that we can alleviate the problems should they occur.

FINANCIAL RISKS



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Significant Need for Cash; Possible Lack of Sufficient Funds

We have not had any revenues since inception and have limited cash available for
operations. Our cash requirements for working capital needs have been met solely
through loans from an officer and the principal stockholder of the Company. If
we are unable to obtain financing either from a public or private offering of
our securities, a strategic joint venture or partnership, or otherwise, we will
be unable to expand our operations. This would have a material adverse effect on
us. If we raise additional funds by issuing equity or convertible debt
securities, such securities may have rights, preferences or privileges senior to
those of our existing stockholders and the percentage ownership of our
stockholders will be diluted. We can give no assurance that additional financing
will be available on favorable terms or at all. If adequate funds are not
available or are not available on acceptable terms, our ability to fund our
expansion, take advantage of opportunities, develop or enhance services or
products or otherwise respond to competitive pressures would be significantly
limited.

Control by Principal Stockholders

Mr. Alan Gelband, one of our directors, beneficially owns approximately 61% of
our issued and outstanding Common Stock and, therefore, may be able to influence
or control the outcome of substantially all actions requiring stockholder
approval, including the election of the entire Board of Directors, and the
outcome of any stockholder votes concerning a merger, asset sale, or other major
corporate transaction affecting us. Such control could also have the effect of
delaying, deterring, or preventing an unsolicited takeover of the Company. In
addition, Mr. Gelband directly or indirectly holds warrants to purchase an
additional 1,171,050 shares of our Common Stock which upon exercise would
substantially increase his beneficial ownership of Common Stock.

No Cash Dividends

We have never paid any cash dividends on our Common Stock and it is unlikely
that we will have sufficient profits to pay cash dividends in the foreseeable
future.

No Public Market; Lack of Liquidity

There is only a very limited public market for our Common Stock and there can be
no assurance that an active public market will ever develop, or that if
developed, it will be sustained. In addition, even if an active public market
for the Common Stock is developed, the market prices of securities of technology
companies, particularly Internet-related companies, have been extremely
volatile, and have experienced fluctuations that have often been unrelated to or



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disproportionate to the operating performance of such companies. Moreover,
factors such as announcements by us of quarterly variations in our financial
results and changes in general market conditions, among other things, could
cause the market price of our shares to fluctuate significantly. In recent
years, the stock market has experienced significant price and volume
fluctuations.

OTHER RISKS

Possible Acquisitions

We may seek out strategic acquisitions, joint ventures, and partnerships of and
with companies that management believes will facilitate our growth and
implementation of our business plan. Various business and financial risks
associated with acquisitions by us, if consummated, could result in significant
changes to our leverage, liquidity and earnings capabilities. There are
currently no agreements or understandings currently in effect related to any
acquisitions. There can be no assurance that any acquisitions will be made, or
that if made, will be of material benefit to us.

Penny Stock Regulation

The Commission recently adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). Since
our stock trades at less than $5.00, it is subject to the penny stock rules. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for a stock
that becomes subject to the penny stock rules. Since our stock is subject to the



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penny stock rules, stockholders may find it more difficult to sell their shares
of Common Stock.

Critical Accounting Policies

Preparation of the Company's financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. The Company considers the following
accounting policies to be both those most important to the portrayal of its
financial condition and that require the most subjective judgment.

Income Taxes
The Company records a valuation allowance to reduce its deferred tax asset to
the amount that is more likely than not to be realized. We have recorded a 100%
valuation allowance against our deferred tax asset, which consists of net
operating losses previously realized. The valuation was necessary because the
use of these deductions is not reasonably assured since the Company has not yet
reached profitability.

Investment Valuation
We evaluate the carrying value of our equity investments whenever certain events
or changes in circumstances indicate that the carrying amount of these
investments may not be recoverable. Criteria used include whether the entity has
experienced consistent declines in financial performance or difficulties in
raising capital to continue operations. At December 31, 2002 management has
determined that these investments were impaired and have accordingly recorded a
write down for these.

Forward Looking Statements

This Report contains certain forward-looking statements concerning our business
strategies, operations, economic performance and financial conditions. These
statements are based upon a number of assumptions and estimates, which are
inherently subject to significant uncertainties and contingencies, many of which
are beyond our control and reflect future business decisions which are subject
to change. Some of these assumptions inevitably will not materialize, and
unanticipated events will occur which will affect our results. Consequently,
actual results will vary from the statements contained herein and such variance
may be, and is likely to be, material. Prospective investors should not place
undue reliance on this information. In addition, we undertake no obligation to
update forward looking statements even if our goals, strategies and expectations
change from time to time.

Item 2.  Description of Property
         -----------------------

As of January 1, 2002, our principal office space is provided at no cost by one
of our directors, Alan Gelband. It is located at 750 Third Avenue, New York, New



                                       11
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York. Our President, Ken Levy, uses his home for most of his business activities
related to UNMS and does not charge any rent to UNMS. During 2001, we paid an
aggregate of $9,600 for rent pursuant to an agreement with TrueYou under which
TrueYou provided office space and computer equipment and permitted us to use
TrueYou's telephone system, photocopy and facsimile machines and printers. This
agreement expired on December 31, 2001. We do not own or lease any other real
property.

Although we do not have any formal investment policies, we have no present
intention to make any investments in, or acquire any interests in, real estate,
real estate mortgages, real estate investment trusts or other real estate
related securities or investments.

Item 3.  Legal Proceedings
         -----------------

We are not a party to any legal proceedings which could have a material adverse
effect on our business.

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2002.


                                     PART II


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

In July 2001, shares of our Common Stock commenced trading on the OTC Bulletin
Board under the symbol UMKG. However, trading is extremely sporadic and there is
currently virtually no public trading market for our Common Stock.

The following table sets forth, for the period indicated, the high and low bid
prices for our shares of Common Stock from July 25, 2001 through December 31,
2002 as reported by NASDAQ Pink Sheet Library:


                                       12
<PAGE>


                                              High Bid          Low Bid

        Year Ended December 31, 2001
                 Third Quarter                  $.12               $.10
                 Fourth Quarter                 $.12               $.12

        Year Ended December 31, 2002
                 First Quarter
                 Second Quarter                 $.12               $.11
                                                $.12               $.12
                 Third Quarter                  $.115              $.11
                 Fourth Quarter                 $.105              $.06

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

As of January 31, 2003, we had 3,365,000 shares of Common Stock issued and
outstanding and approximately 285 holders of record of our shares of Common
Stock. In addition, we have outstanding (i) options to purchase an aggregate of
250,000 shares of Common Stock with an exercise price of $.10 per share (ii) 11%
promissory Notes in the principal amount of $155,733, (iii) warrants exercisable
for 1,250,000 shares of Common Stock with an exercise price of $.10 per share,
(iv) warrants exercisable for 178,750 shares of Common Stock with an exercise
price of $.11 per share, (v) warrants exercisable for 78,581 shares of Common
Stock with an exercise price of $.07 per share and (vi) ) warrants exercisable
for 50,000 shares of Common Stock with an exercise price of $.06 per share.

We have not paid any cash dividends and do not anticipate that we will pay any
cash dividends on our Common Stock in the foreseeable future. Payment of
dividends is within the discretion of our Board of Directors and will depend,
among other factors, upon our earnings, financial condition and capital
requirements.

In May 2002, the Company issued to Alan Gelband, a director and principal
stockholder of the Company, and Kenneth Levy, an officer and director of the
Company, 11% Promissory Notes in the principal amounts of $100,000 and $25,000,
respectively, in exchange for previously issued 11% Promissory Notes of the
Company (in the same principal amounts) held by Messrs. Gelband and Levy that
came due in May 2002 (the "Original Notes"). The Original Notes were cancelled
and the Company, in lieu of paying accrued and unpaid interest thereon, issued
to Messrs. Gelband and Levy additional 11% Promissory Notes in the aggregate
principal amounts of $5,500 and $1,375, respectively, and warrants to purchase
55,000 shares and 13,750 shares, respectively, of the Company's common stock.
The warrants have a five-year term and an exercise price of $.11 per share.



                                       13
<PAGE>


In May 2002, Messrs. Gelband and Levy each purchased, for a purchase price of
$5,500 (an aggregate of $11,000), 11% Promissory Notes of the Company in the
principal amount of $5,500 (an aggregate of $11,000) and warrants to purchase
55,000 shares of the Company's common stock (an aggregate of 110,000 shares).
The warrants have a five-year term and an exercise price of $.11 per shares.

In November 2002, Mr. Levy purchased for $5,000, 11% Promissory Notes of the
Company in the principal amount of $5,000 and warrants to purchase 50,000 shares
of the Company's common stock. The warrants have a five-year term and an
exercise price of $.06 per share.

In November 2002, the Company issued to Messrs. Gelband and Levy 11% Promissory
Notes in the principal amounts of $6,105 and $1,753, respectively, and warrants
to purchase 61,050 shares and 17,531 shares, respectively, of the Company's
common stock, in lieu of paying accrued and unpaid interest on the 11%
Promissory Notes held by Messrs. Gelband and Levy. The warrants have a five-year
term and an exercise price of $.07 per share.

All of the 11% Promissory Notes have a one-year maturity date, with interest
payable semi-annually. The notes and warrants referred to above were issued to
either Messrs. Gelband and Levy directly or to their respective pension plans.
All of the foregoing transactions were private transactions not involving a
public offering and were exempt from the registration provisions of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. No
underwriter was engaged in connection with the foregoing sales of securities.

Item 6.  Plan of Operation
         -----------------

As of December 31, 2002, we had a cash balance of approximately $8,200. During
fiscal 2002, two of our principals (directly or indirectly) purchased 11%
Promissory Notes of the Company in the aggregate principal amount of $16,000 and
warrants to purchase an aggregate of 160,000 shares of Common Stock. The Notes
are due and payable as to $11,000 (plus accrued and unpaid interest) in May 2003
and as to $5,000 in November 2003. The warrants have a five-year term, have
exercise prices ranging from $.06 to $.11 per share and have "cashless" exercise
features. See "Part II, Item 5 - Market For Common Equity and Related
Stockholder Matters."

Based on our current cash position and funding commitments of management, we
believe we could maintain our operations as currently conducted and satisfy our
cash requirements for the next twelve (12) months. However, in order to expand
our operations we would be required to raise additional funds through equity or
debt offerings or otherwise. We are not currently seeking to raise such
additional funds. We do not anticipate performing significant product research



                                       14
<PAGE>

and development or purchasing plant or significant equipment during the next
twelve months.

Item 7.  Financial Statements
         --------------------

See Index to Financial Statements, which is Part III - Item 13 of this Report,
and the Financial Statements attached to this Report.

Item 8.  Changes in and Disagreements
         With Accountants on Accounting
         and Financial Disclosure
         ------------------------------

None.

                                    PART III


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

         Name                    Age        Position with the Company
         Kenneth Levy            56         President and Director
         Alan Gelband            58         Director

Kenneth Levy has served as our President since January 2000. Since that date,
and ending in January 2001, he has also served as Executive Vice President of
TrueYou.com Inc., an Internet-based provider of professional and personal growth
programs. From March 1996 to January 2000 he served as Senior Managing Director
of Janssen/Meyers Associates, an investment banking and brokerage firm. Mr. Levy
serves as Director of Orlando Predator Entertainment Corporation (NASDAQ Small
Cap), an owner of a number of Arena Football League and AF2 teams.

Alan Gelband, founder of the Company, has served as President of AGC Investment
Bank and President of Alan Gelband & Company for more than the past five years.
He has been actively involved in the development of emerging growth companies
and mergers and acquisitions for over 15 years and has completed over 70
investment banking transactions. From September 1998 until January 2000, Mr.
Gelband served as Vice President and Secretary of UNMS. Since November 1998, Mr.
Gelband has served as Chief Executive Officer of TrueYou.com Inc. He has served
as the president and a member of the board of directors of the Association for
Corporate Growth International where he is currently a lifetime director.

Section 16(a)  Beneficial Ownership Reporting Compliance



                                       15
<PAGE>


Under the securities laws of the United States, our directors, executive
officers, and any persons holding more than ten percent of our Common Stock are
required to report their initial ownership of the Common Stock and any
subsequent changes in their ownership to the Securities and Exchange Commission
("SEC"). Specific due dates have been established by the SEC, and we are
required to disclose in this Report any failure to file by those dates. The
Company believes that there has been compliance with all Section 16(a) filing
requirements applicable to such officers, directors, and ten-percent beneficial
owners during 2002 except as follows: The Form 4s of Kenneth Levy and Alan
Gelband that were required to be filed to report their acquisition of warrants
to purchase 136,281 and 171,050 shares, respectively, in connection with loans
to the Company made in May and November 2002 have not yet been filed. See "Part
II, Item 5 - Market For Common Equity and Related Stockholder Matters."

Item 10. Executive Compensation
         -----------------------

The following table sets forth all compensation paid in respect of the Chief
Executive Officer and those individuals who received compensation in excess of
$100,000 per year (collectively, the "Named Executive Officers"). We have one
Named Executive Officer, namely, Mr. Kenneth Levy, who serves as President and
is our sole officer. There were no individuals who received compensation in
excess of $100,000 in the most recently completed fiscal year.

Summary Compensation Table

<TABLE>
<CAPTION>
                                                    Annual                        Long-Term
                                                  Compensation                  Compensation
                                                ---------------------------------------------------
Name and Principal Position          Fiscal      Salary ($)         Bonus         Securities
                                                                     ($)        Underlying Options/
                                       Year                                       SARs (#)
-------------------------------------------------------------    ----------------------------------
<S>                                    <C>      <C>                  <C>            <C>
Kenneth Levy                           2002     12,000               -0-            -0-
  President                            2001                          -0-          250,000
                                                20,000
</TABLE>


During 2000, we paid Mr. Gelband, one of our directors, consulting fees of
approximately $55,000 through Alan Gelband & Company, a consulting company that
is wholly-owned by Mr. Gelband. He has been paid in full. The services were
provided under an oral arrangement. Mr. Gelband is not currently providing us
with any consulting services.

Mr. Levy commenced his employment with us on November 1, 2000 and works on a
part-time basis. On November 1, 2000, Mr. Levy was granted an option to purchase
250,000 shares. The options have a five year term and an exercise price of $.10
per share. The options are currently fully exercisable. From January 1, 2000
through February 28, 2001, Mr. Levy devoted a substantial majority of his



                                       16
<PAGE>

working time to TrueYou. Prior to March 1, 2001, we did not pay any cash
compensation to Mr. Levy.

From March 1, 2001 through December 31, 2001, Mr. Levy devoted approximately
two-thirds of his working time to the Company pursuant to a written agreement.
Under the agreement, Mr. Levy served as our President and was paid a salary of
$2,000 per month. The agreement had a one-year term expiring February 28, 2002.
Due to our limited capital, the agreement was amended as of January 1, 2002 to
reduce his work time and his compensation to $1,000 per month.

                             Option Plans and Grants

An aggregate of 500,000 shares of Common Stock are reserved for issuance or
available for grant under our 2000 Stock Option Plan (the "Option Plan").
Options granted under the Option Plan may either be intended to qualify as
incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or as non ISOs. The
Option Plan is administered in all respects by the Board of Directors or a
committee composed of at least two members of the Board of Directors who are
designated by the Board (the "Stock Option Committee"). The Stock Option
Committee may determine the persons to whom options are to be granted and the
number of shares subject to each option. Under the terms of the Option Plan, all
officers, directors, employees and consultants of the Company or subsidiaries of
the Company are eligible for option grants. The option exercise price of options
granted under the Option Plan is fixed by the Stock Option Committee but, in the
case of ISOs must be no less than 100% of the fair market value of the shares of
Common Stock subject to the option at the time of grant, except that in the case
of an employee who possesses more than 10% of the total combined voting power of
all classes of stock of the Company (a "10% Holder"), the exercise price must be
no less than 110% of said fair market value. Options may be exercised by the
payment in full in cash or, at the discretion of the Stock Option Committee, by
the tendering of shares of Common Stock to acquire shares of Common Stock having
a fair market value, as determined by the Stock Option Committee, equal to the
option exercise price. Options granted under the Option Plan may not be
exercised more than ten years after the date of grant, five years in the case of
an ISO granted to a 10% Holder. Options to purchase 250,000 shares are currently
outstanding under the Option Plan, all of which were granted to Kenneth Levy,
our President. Such options, intended to qualify as ISOs, have a five year term
and an exercise price of $.10 per share. No options were granted during 2002.

Item 11. Security Ownership of Certain
         Beneficial Owners and Management
         --------------------------------

                                       17
<PAGE>

The following table sets forth information regarding beneficial ownership of our
Common Stock as of March 15, 2003 by (i) each person known by us to be the
beneficial owner of more than five percent of our outstanding Common Stock, (ii)
each of our directors, (iii) our Chief Executive Officer (our sole officer), and
(iv) all of our officers and directors as a group. We believe that the
beneficial owners of the Common Stock listed below, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares. On March 15, 2003, the Company had 3,365,000 shares issued and
outstanding.

Name and Address of                     Number of          Percent of
 Beneficial Owner                        Shares              Class
---------------------------------- -------------------- ----------------
Alan Gelband                           3,221,150(1)          71.0%
575 Madison Ave.
New York, NY 10022

Kenneth Levy                           648,281(2)            16.2%
575 Madison Avenue
New York, NY 10022
                                     3,869,431(1)(2)         74.8%
All directors and officers
as a group (2 persons)


(1)  Includes (i) 8,100 shares owned of record by a defined pension plan and
     trust of which Mr. Gelband is the beneficiary, (ii) 40,000 shares owned by
     Mr. Gelband's children, (iii) 2,000 shares owned by a charitable foundation
     of which Mr. Gelband and his wife are trustees and (iv) 2,000,000 shares
     owned directly by Mr. Gelband. Also includes 1,171,050 shares issuable upon
     exercise of warrants owned by a pension plan of which Mr. Gelband is the
     beneficiary. Does not include 10,000 shares owned by Mr. Gelband's wife.
     Mr. Gelband disclaims beneficial ownership of said shares owned by his
     wife.

(2)  Includes (i) 2,000 shares owned by Mr. Levy's children, (ii) 10,000 shares
     owned by pension plans of Mr. Levy and his wife, and (iii) 250,000 shares
     issuable upon exercise of options, and 50,00 warrants held by Mr. Levy that
     are currently exercisable. Also includes 336,281 share issuable upon
     exercise of warrants owned by a pension plan of which Mr. Levy is the
     beneficiary.


                                       18
<PAGE>

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

Mr. Gelband, a founder, director and controlling stockholder of the Company, is
the founder, Chairman, Chief Executive Officer and a principal stockholder of
TrueYou.com Inc. ("TrueYou"). He currently owns approximately 41% of the issued
and outstanding common stock of TrueYou. Until February 2001, we owned less than
a 3% interest in TrueYou. See "Part I, Item 1 - Description of Business - the
Company." During the fiscal year ended December 31, 2000, TrueYou paid Mr.
Gelband compensation of $120,000, of which approximately $90,000 was accrued and
unpaid. Mr. Gelband was not paid any compensation during 2001 or 2002.

In April 1999, Mr. Gelband purchased 1,100,000 shares of our stock for $100,000.
He currently beneficially owns an approximately 61% stock interest in UNMS (71%
giving effect to shares issuable upon exercise of warrants held by Mr. Gelband).
See "Part III, Item 11 - Security Ownership of Certain Beneficial owners and
Management." During the fiscal years ended December 31, 1999 and 2000, we paid
Mr. Gelband (through Alan Gelband & Company, a consulting company that is
wholly-owned by Mr. Gelband) consulting fees of approximately $35,000 and
$55,000. He has received no compensation since then.

Mr. Levy, President and a director of the Company serves as Executive Vice
President of TrueYou, where he has been employed since January 1, 2000. During
the fiscal year ended December 31, 2000, TrueYou paid Mr. Levy compensation of
$120,000 and issued him options to purchase 100,000 shares of TrueYou stock.
Those options have expired.

See "Part II, Item 6 - Plan of Operation" for a description of our promissory
notes and warrants purchased by Messrs. Gelband and Levy (through pension
plans). The notes, which are in the aggregate principal amount of $155,733 and
bear interest at the rate of 11% per annum, are due and payable $142,875 in May
2003 and $12,858 on November 2003.

During the fiscal year ended December 31, 2000, we paid TrueYou a facility
management fee of approximately $32,000. In consideration for the fee, TrueYou
provided general administrative services. The services were provided under an
informal oral arrangement. From January 1, 2001 through December 31, 2001, the
Company paid TrueYou an aggregate of $9,600 pursuant to an agreement under which
TrueYou provided office space and computer equipment and permits us to use
TrueYou's telephone system, photocopy and facsimile machines and printers.
During 2002 the Company did not have any obligations with regard to office space
or equipment.

See "Part II, Item 5 - Market For Common Equity and Related Stockholder Matters"
for a discussion of 11% Promissory Notes and warrants acquired by Messrs.
Gelband and Levy during fiscal 2002.


                                       19
<PAGE>


Item 13. Exhibits, List and Reports on Form 8-K
         --------------------------------------

     (a)  Exhibit
          No.                   Description
          -------               -----------

          3.(a)     Certificate of Incorporation. Incorporated by reference to
                    Exhibit 2(a) of Registrant's Registration Statement on Form
                    10-SB, File No. 0-32007.

            (b)     By-Laws. Incorporated by reference to Exhibit 2(b) of
                    Registrant's Registration Statement on Form 10-SB, File No.
                    0-32007.

          10.(a)    2000 Stock Option Plan. Incorporated by reference to Exhibit
                    6(a) of Registrant's Registration Statement on Form 10-SB,
                    File No. 0-32007.

             (b)    Form of Stock Option Agreement under the 2000 Stock Option
                    Plan. Incorporated by reference to Exhibit 6(b) of
                    Registrant's Registration Statement on Form 10-SB, File No.
                    0-32007.

             (c)    Form of Unit Purchase Agreement (as amended). Incorporated
                    by reference to Exhibit 6(c) of Registrant's Registration
                    Statement on Form 10-SB, File No. 0-32007.

             (d)    Form of 11% Note. Incorporated by reference to Exhibit 6(d)
                    of Registrant's Registration Statement on Form 10-SB, File
                    No. 0-32007.

             (e)    Form of Common Stock Purchase Warrant. Incorporated by
                    reference to Exhibit 6(e) of Registrant's Registration
                    Statement on Form 10-SB, File No. 0-32007.

             (f)    Employment Agreement between Registrant and Kenneth Levy.
                    Incorporated by reference to Exhibit 6(f) of Registrant's
                    Registration Statement on Form 10-SB, File No. 0-32007.

             (g)    Facility Agreement between Registrant and TrueYou.com Inc.
                    Incorporated by reference to Exhibit 6(g) of Registrant's
                    Registration Statement on Form 10-SB, File No. 0-32007.


                                       20
<PAGE>


             (h)    Stock Purchase Agreement between Registrant and AccessNewAge
                    Corporation. Incorporated by reference to Exhibit 6(h) of
                    Registrant's Registration Statement on Form 10-SB, File No.
                    0-32007.

          99.1      Certification Pursuant to 18 U.S.C. Section 1350.

     (b)  Reports on Form 8-K: None.
          --------------------



                                       21
<PAGE>


                                   SIGNATURES


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


                                     UNITED NETWORK MARKETING SERVICES, INC.




Dated: March 22, 2002                By:   /s/ Kenneth Levy
                                        --------------------------------------
                                                Kenneth Levy, President
                                         (Principal Executive Officer,
                                         Principal Financial Officer and
                                         Principal Accounting Officer)


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons son behalf of the registrant and in the
capacities and on the dates indicated.



/s/ Kenneth Levy                                 Date:        March 22, 2003
---------------------------
Kenneth Levy, a Director
and President


/s/ Alan Gelband                                 Date:        March 22, 2003
---------------------------
Alan Gelband, a Director


                                       22
<PAGE>


                                 CERTIFICATIONS

I, Kenneth Levy, President, principal executive officer and principal financial
officer, certify that:

1.   I have reviewed this quarterly report on Form 10-KSB of United Network
     Marketing Services, 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 me 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 my 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



                                       23
<PAGE>

          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 or not 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:  March 22, 2003


By: /s/ Kenneth Levy
Kenneth Levy, President, Principal Executive Officer and
Principal Financial and Accounting Officer




                                       24
<PAGE>


Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of United Network Marketing Services,
Inc. (the "Company") on Form 10-KSB for the Fiscal Year ended December 31, 2002
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Kenneth Levy, President, Principal Executive Officer and Principal
Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:

     1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.




/s/ Kenneth Levy
---------------------------------------------
Kenneth Levy
President, Principal Executive
Officer and Principal Financial
and Accounting Officer
March 22, 2003




                                       25


<PAGE>





                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)


                                                   INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------









Independent Auditor's Report                                             F-1


Financial Statements:

   Balance Sheet                                                         F-2
   Statement of Operations                                               F-3
   Statement of Stockholders' Equity (Deficiency)                        F-4
   Statement of Cash Flows                                               F-5
   Notes to Financial Statements                                      F-6 - F-11



<PAGE>






INDEPENDENT AUDITOR'S REPORT




To the Stockholders of
United Network Marketing Services, Inc.


We have audited the accompanying balance sheets of United Network Marketing
Services, Inc. (a development stage company) as of December 31, 2001 and 2002,
and the related statements of operations, stockholders' equity (deficiency), and
cash flows for the years then ended and the cumulative amounts for the period
from September 15, 1998 (date of incorporation) to December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 United Network Marketing
Services, Inc. (a development stage company) as of December 31, 2001 and 2002
and the results of its operations and its cash flows for the years then ended
and the cumulative amounts for the period from September 15, 1998 (date of
incorporation) to December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.



GOLDSTEIN GOLUB KESSLER LLP
New York, NY

March 7, 2003



<PAGE>





UNITED NETWORK MARKETING SERVICES, INC.
(a development stage company)
BALANCE SHEET

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

December 31,                                                            2001                      2002
------------------------------------------------------------------------------------------------------

Current Assets:
<S>                                                               <C>                       <C>
  Cash and cash equivalents                                       $   32,964                $    8,164
  Note receivable - related party                                      8,000                     8,000
  Interest receivable                                                      -                     3,241
------------------------------------------------------------------------------------------------------

      Total current assets                                            40,964                    19,405

Property and Equipment - net                                             804                     -

Investments                                                           25,528                     1,002

Notes Receivable - related party                                      18,200                    18,200

Deferred Income Tax Asset                                             -                         -

------------------------------------------------------------------------------------------------------
      Total Assets                                                $   85,496                $   38,607
======================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                           $   16,456                $   18,150

   Notes payable - related parties                                    -                        141,460
------------------------------------------------------------------------------------------------------

      Total current liabilities                                       16,456                   159,610

Notes Payable - related parties                                      117,881                    -

------------------------------------------------------------------------------------------------------
      Total liabilities                                              134,337                   159,610
------------------------------------------------------------------------------------------------------

Commitments

Stockholders' Deficiency:
  Preferred stock - $.001 par value; authorized 1,000,000
   shares; none issued
  Common stock - $.001 par value; authorized 20,000,000
   shares; issued and outstanding 3,365,000 shares                     3,365                     3,365
  Additional paid-in capital                                         561,268                   586,857
  Deficit accumulated during the development stage                  (613,474)                 (711,225)

------------------------------------------------------------------------------------------------------
      Total stockholders' deficiency                                 (48,841)                 (121,003)
------------------------------------------------------------------------------------------------------

      Total Liabilities and Stockholders' Deficiency              $   85,496                $   38,607
======================================================================================================
</TABLE>


                                               See Notes to Financial Statements

                                                                             F-2
<PAGE>

UNITED NETWORK MARKETING SERVICES, INC.
(a development stage company)

STATEMENT OF OPERATIONS

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


<TABLE>
<CAPTION>
                                                                                                           Period from
                                                                                                        September 15,
                                                                                                         1998 (date of
                                                          Year ended                Year ended       incorporation) to
                                                         December 31,              December 31,            December 31,
                                                                2001                      2002                    2002
----------------------------------------------------------------------------------------------------------------------

General and administrative expenses:
<S>                                                        <C>                       <C>                    <C>
  Salaries                                                 $   20,000                $   12,000             $   32,000
  Consulting fees                                              10,000                    -                     208,731
  Write-off of note receivable from consultant                 -                         -                      30,000
  Recovery of bad debt                                        (23,500)                   -                     (23,500)
  Professional fees                                            50,710                    27,275                186,792
  Depreciation                                                  2,014                       804                  9,701
  Stock transfer expense                                        8,698                       188                 14,854
  Facility management                                           9,600                       900                 43,732
  Taxes                                                         1,779                     1,455                  8,187
  Interest and amortization of discount on debt                29,183                    33,168                 64,379
  Office expenses                                                 618                       721                  3,323
  Advertising                                                  -                         -                       1,243
  Miscellaneous                                                -                         -                       2,433
  Travel                                                       -                            718                    718
----------------------------------------------------------------------------------------------------------------------

Total general and administrative expenses                     109,102                    77,229                582,593

Interest and dividend income                                    4,417                     4,004                 26,770

Gain on sale of stock                                          38,096                    -                      38,096

Equity in loss of investments                                  (5,857)                   -                    (138,973)

Impairment loss on investment                                  -                        (24,526)               (54,525)

----------------------------------------------------------------------------------------------------------------------
Net loss                                                  $   (72,446)              $   (97,751)             $(711,225)
======================================================================================================================

Basic and diluted loss per common share                   $     (0.02)              $     (0.03)                  -
======================================================================================================================

Weighted-average number of common
 shares outstanding                                         3,350,972                 3,365,000                   -
======================================================================================================================
</TABLE>


See Notes to Financial Statements


                                                                             F-3
<PAGE>


UNITED NETWORK MARKETING SERVICES, INC.
(a development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
--------------------------------------------------------------------------------

Period from September 15, 1998 (date of incorporation) to December 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                          Accumulated        Total
                                                 Common Stock     Additional              During the     Stockholders'
                                              Number        Par     Paid-in    Treasury   Development       Equity      Price
                                    Date     of Shares     Value    Capital      Stock       Stage       (Deficiency)   Per Share
---------------------------------------------------------------------------------------------------------------------------------

Issuance of common stock
 upon distribution from United
<S>                               <C>        <C>          <C>      <C>         <C>         <C>            <C>            <C>
 Network Technologies, Inc.       9/29/98    2,230,000    $2,230   $390,810     -            -            $ 393,040      $.176

Net loss                                     -            -         -           -         $  (74,358)       (74,358)         -
-------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1998                 2,230,000     2,230    390,810     -            (74,358)       318,682          -

Issuance of common stock          4/07/99    1,100,000     1,100     98,900     -            -              100,000        .091

Negative equity of
 deconsolidated subsidiary                   -            -          43,093     -            -               43,093          -

Net loss                                     -            -         -           -           (217,045)      (217,045)         -
------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1999                 3,330,000     3,330    532,803     -           (291,403)       244,730          -

Issuance of warrant in
connection with long-term debt               -            -          20,000     -            -               20,000          -

Net loss                                     -            -         -           -           (249,625)      (249,625)         -
------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2000                 3,330,000     3,330    552,803     -           (541,028)        15,105          -

Issuance of common stock for
 services rendered                6/21/01       45,000        45      4,455     -            -                4,500        .10

Issuance of warrant in
connection with long-term debt               -            -           5,000     -            -                5,000          -

Receipt of treasury stock in
 settlement of prior obligation   9/20/01      (10,000)   -         -          $(1,000)      -               (1,000)         -

Retirement of treasury stock                 -               (10)      (990)     1,000       -               -               -

Net loss                                     -            -         -           -            (72,446)       (72,446)         -
------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2001                 3,365,000     3,365    561,268     -           (613,474)       (48,841)         -

Issuance of warrants in connection
 with notes payable                          -            -          25,589     -                            25,589          -

Net loss                                     -            -         -           -            (97,751)       (97,751)         -

------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002                 3,365,000    $3,365   $586,857  $   - 0 -     $(711,225)     $(121,003)         -
==============================================================================================================================
</TABLE>


See Notes to Financial Statements


                                                                             F-4
<PAGE>




UNITED NETWORK MARKETING SERVICES, INC.
(a development stage company)

STATEMENT OF CASH FLOWS
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                    Period from
                                                                                                                  September 15,
                                                                                                                  1998 (date of
                                                                              Year ended        Year ended    incorporation) to
                                                                             December 31,      December 31,         December 31,
                                                                                    2001              2002                 2002
--------------------------------------------------------------------------------------------------------------------------------

Cash flows from operating activities:
<S>                                                                             <C>              <C>                  <C>
  Net loss                                                                      $ (72,446)       $ (97,751)           $ (711,225)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation                                                                   2,014               804                 9,701
    Accrued interest                                                              -                 14,733                14,733
    Common stock issued for services                                               4,500                                   4,500
    Amortization of debt discount                                                 16,770            18,435                36,316
    Gain on sale of investment                                                   (38,096)                                (38,096)
    Impairment loss on investments                                                -                 24,526                54,525
    Uncollectible note receivable                                                 -                -                      30,000
    Recovery of bad debt                                                         (23,500)                                (23,500)
    Equity in loss of investments                                                  5,857           -                     138,973
    Changes in operating assets and liabilities:
      (Increase) decrease in other current assets                                     65            (3,241)               (2,125)
      Increase (decrease) in accounts payable and accrued expenses               (32,682)            1,694               (24,899)
--------------------------------------------------------------------------------------------------------------------------------
       Net cash used in operating activities                                    (137,518)          (40,800)             (511,097)
--------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Increase in notes receivable                                                   (18,200)           -                    (26,200)
  Purchase of investments                                                         -                 -                   (197,000)
  Proceeds from sale of investment                                                63,095            -                     63,095
--------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) investing activities                        44,895            -                   (160,105)
--------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from sale of common stock                                             -                  -                    100,000
  Negative equity of deconsolidated subsidiary                                   -                  -                     43,093
  Proceeds from notes payable and warrants                                        25,000            16,000               141,000
  Cash received upon distribution from United Network Technologies, Inc.         -                  -                    395,273
--------------------------------------------------------------------------------------------------------------------------------
       Cash provided by financing activities                                      25,000            16,000               679,366
--------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                             (67,623)          (24,800)                8,164
Cash and cash equivalents at beginning of period                                 100,587            32,964                -
--------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                    $   32,964         $   8,164            $    8,164
=================================================================================================================================

Supplemental disclosures of cash flow information:
  Cash paid during the period for income taxes                                $  -              $   -                 $    4,273
=================================================================================================================================
  Cash paid during the period for interest                                    $   13,330        $   -                 $   13,330
=================================================================================================================================

Supplemental schedule of noncash financing activities:
  Net liabilities over assets upon distribution from United
 Network Technologies, Inc.                                                   $         -       $  -                  $     2,233
=================================================================================================================================

  Warrants issued with notes payable and long-term debt                       $    5,000         $  25,589            $   50,589
=================================================================================================================================
  Common stock issued for services                                            $    4,500         $  -                 $    4,500
=================================================================================================================================
  Receipt of investment and treasury stock in settlement of prior obligation  $   23,500         $  -                 $   23,500
=================================================================================================================================
</TABLE>


See Notes to Financial Statements


                                                                             F-5
<PAGE>


                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

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

1.   FORMATION OF   United Network Marketing Services, Inc. (a development stage
     BUSINESS,      company)  (the  "Company" or "UNMS") was formed on September
     PRINCIPAL      15,  1998  under  the  laws of the  State of  Delaware.  The
     BUSINESS       Company  has  been  in  the  development   stage  since  its
     ACTIVITY AND   inception.
     SUMMARY OF
     SIGNIFICANT    Pursuant to the terms of a merger  agreement  between United
     ACCOUNTING     Network    Technologies,    Inc.   ("UNTI")   and   Pan-Agra
     POLICIES:      International Corporation, UNTI incorporated and established
                    UNMS as a wholly  owned  subsidiary  of  UNTI.  Prior to the
                    effective  date of the merger,  UNTI  declared a dividend of
                    all of the shares of UNMS to the premerger shareholders.  In
                    addition,  on September  28, 1998,  certain  assets of UNTI,
                    mainly  cash of  approximately  $395,000  and  miscellaneous
                    other  assets,  including all of the  outstanding  shares of
                    TrueYou.com  Inc.  ("TY"),  were distributed to the Company.
                    After the distribution,  TY became a wholly owned subsidiary
                    of UNMS.  On April 9, 1999,  UNMS declared a dividend of all
                    of  its  shares  of TY and  distributed  the  shares  to its
                    shareholders.

                    From  September  29, 1998  through  April 9, 1999,  TY was a
                    wholly owned subsidiary of the Company and, accordingly, the
                    Company  consolidated the accounts of TY for the period from
                    September  29, 1998  through  December  31, 1998 and for the
                    three months ended March 31, 1999.

                    For the period ended December 31, 1998,  losses amounting to
                    $27,355 were included in the statement of operations. Losses
                    amounting  to $15,738 for the three  months  ended March 31,
                    1999 are  included in the  statement of  operations  for the
                    year  ended   December   31,   2000.   The  Company   ceased
                    consolidating the accounts of TY on April 9, 1999, effective
                    as of March 31, 1999. The excess of liabilities  over assets
                    (negative   equity)  was  reported  as  a  contribution   to
                    additional paid-in capital effective April 9, 1999.

                    For  purposes of the  statement  of cash flows,  the Company
                    considers all highly liquid  instruments  purchased  with an
                    original  maturity  of  three  months  or  less  to be  cash
                    equivalents.

                    Depreciation  of property  and  equipment is provided for by
                    the straight-line  method over the estimated useful lives of
                    the assets.

                    The Company  maintains cash in bank deposit  accounts which,
                    at times, may exceed federally  insured limits.  The Company
                    has not experienced any losses on these accounts.

                    The  preparation of financial  statements in conformity with
                    accounting  principles  generally  accepted  in  the  United
                    States  of  America   requires   the  use  of  estimates  by
                    management.   Actual   results   could   differ  from  these
                    estimates.

                    Investments  are  accounted for either by the cost method or
                    the  equity  method  of  accounting.  The  equity  method of
                    accounting is used for investments where the Company has the
                    ability to exert significant influence but does not have the
                    ability to exercise control.



                                                                             F-6
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

                                                   NOTES TO FINANCIAL STATEMENTS

                    The estimated  fair value of the notes  receivable and notes
                    payable   approximates   the  carrying  amount  due  to  the
                    short-term  nature of the instruments and rates available to
                    the Company for similar borrowings.

                    Management  does not believe that any recently  issued,  but
                    not  yet  effective,   accounting  standards,  if  currently
                    adopted,  would have a material  effect on the  accompanying
                    financial statements.

                    Basic earnings per share ("EPS") is computed as net earnings
                    divided  by the  weighted-average  number of  common  shares
                    outstanding  for  the  period.   Diluted  EPS  reflects  the
                    potential  dilution  that  could  occur from  common  shares
                    issuable through  stock-based  compensation  including stock
                    options,   restricted  stock  rewards,  warrants  and  other
                    convertible securities.  Potential common shares issuable as
                    disclosed  in Notes 5 and 6 have not  been  included  in the
                    computation  of  diluted  EPS  since  the  effect  would  be
                    antidilutive.

                    The  Company  has  elected to apply APB  Opinion  No. 25 and
                    related  interpretations in accounting for its stock options
                    issued to  employees  and has  adopted  the  disclosure-only
                    provision  of SFAS  No.  123.  Had the  Company  elected  to
                    recognize  compensation  cost based on the fair value of the
                    options granted on the grant date, as prescribed by SFAS No.
                    123,  the  Company's  net loss and net loss per common share
                    would  approximate  the  pro  forma  amounts  shown  in  the
                    following table:

<TABLE>
<CAPTION>
                    Year ended December 31,                        2001       2002

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

<S>                                                            <C>          <C>
                    Reported net loss                          $(72,446)    $(97,751)

                    Deduct:  Total stock-based employee
                     compensation expense determined
                     under fair-value-based method for
                     all awards, net of related tax effects       3,300

                     -----------------------------------------------------------------
                    Pro forma net loss                         $(75,746)    $(97,751)
                    ==================================================================

                    Reported net loss per common share         $   (.02)    $   (.03)
                    ==================================================================

                    Pro forma net loss per common share        $   (.02)    $   (.03)
                    ==================================================================
</TABLE>

                    The fair value of each option grant is estimated on the date
                    of grant using the Black-Scholes  option-pricing  model with
                    the following weighted-average assumptions used for the year
                    ended  December  31,  2001:   expected  volatility  of  .0%,
                    risk-free  interest rate of 5.8%,  expected option life of 5
                    years, and no expected dividends.




                                                                             F-7
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

                                                   NOTES TO FINANCIAL STATEMENTS


2.   PROPERTY AND   Property and equipment, at cost, consists of the following:
     EQUIPMENT:
<TABLE>
<CAPTION>
                                                                           Estimated
                    December 31,                      2001        2002    Useful Life
-------------------------------------------------------------------------------------

<S>                                                 <C>         <C>           <C>
                    Computer equipment              $7,694      $7,694        5 years
                    Furniture and fixtures           2,007       2,007        7 years
-------------------------------------------------------------------------------------

                                                     9,701       9,701
                    Less accumulated depreciation    8,897       9,701

-------------------------------------------------------------------------------------
                                                   $   804      $- 0 -
=====================================================================================
</TABLE>


3.  INVESTMENTS:    The Company's  investments consist of a minority interest in
                    TY, a 50% interest in Access: NewAge Corp. ("ANA") and a 50%
                    interest in My Health Power ("MHP").

                    In July 1999, the Company  purchased 100,000 shares of TY at
                    a cost of  $150,000.  The Company  owned less than 3% of TY.
                    However,  since the  Company  has the  ability  to  exercise
                    significant  influence  over the  management  and  operating
                    policies of TY through its  majority  stockholder,  who also
                    has a significant  interest in TY, this  investment is being
                    accounted for by the equity method.

                    At December 31, 1999,  the  investment in TY consisted of an
                    equity in  underlying  assets of  $23,522  and  goodwill  of
                    $117,047.  Goodwill is being amortized by the  straight-line
                    method  over a period  of three  years.  For the year  ended
                    December  31,  1999,  a loss of $9,431  was  recorded  which
                    represented  equity in earnings of $13,979 and  amortization
                    of goodwill of $23,410.

                    At December 31, 2000,  the  investment in TY consisted of an
                    equity interest of $25,000.  For the year ended December 31,
                    2000,  a loss of $115,569  was  recorded  which  represented
                    amortization  of goodwill of $46,819 and an impairment  loss
                    of $68,750.

                    During  February  2001,  the Company sold its interest in TY
                    for $25,000 to an unrelated party. Accordingly,  the Company
                    reflected  its  investment  in TY at $25,000 at December 31,
                    2000 (as described above).

                    During September 2001, the Company received 90,000 shares of
                    common  stock of TY,  valued  at  $22,500  as part of a note
                    settlement (see Note 9).

                    For the year ended December 31, 2001, the Company recognized
                    a loss of  $9,585,  relating  to the  investment  in TY.  At
                    December 31, 2001, the investment in TY amounted to $12,915.

                    During June 2002, the investment in TY was deemed  worthless
                    and,  accordingly,  was written  down to $1,  resulting in a
                    noncash charge of $12,914 to operations.


                                                                             F-8
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

                                                   NOTES TO FINANCIAL STATEMENTS


                    During 1999, the Company also purchased 50% of ANA at a cost
                    of  $17,000.  For the year  ended  December  31,  2001,  the
                    Company  recognized  its  share  of  income  of  $3,728.  At
                    December  31,  2001,  the  investment  in  ANA  amounted  to
                    $12,612.

                    During 2002,  the Company  recorded an impairment  charge of
                    $11,612 related to this  acquisition  resulting in a noncash
                    charge to  operations.  At December 31, 2002, the investment
                    in ANA amounted to $1,000.

                    During 1999, the Company also purchased 50% of MHP at a cost
                    of $30,000. In accordance with SFAS No. 121, this investment
                    was deemed  worthless  at December  31, 1999 and was written
                    down to $1,  resulting in a noncash  charge to operations of
                    $29,999.

                    During the year ended  December 31,  2001,  the Company sold
                    its investments in Minghua Group International (formerly Pan
                    Agra  International  Corporation)  and  realized  a gain  of
                    $38,096. This investment was acquired by the Company as part
                    of the distribution from UNTI (see Note 1).


4.   NOTES          The Company has a note  receivable  from ANA (see Note 3) in
     RECEIVABLE:    the amount of $8,000. The note was originally due on May 15,
                    2002 and bore interest at the rate of 8% per annum,  payable
                    semiannually.  This note was  subsequently  extended to June
                    2003 at an interest rate of 6%.

                    The Company has various notes  receivable from an officer of
                    the Company  amounting  to $18,200 at December  31, 2001 and
                    2002.  These  notes are  payable  at various  dates  through
                    September  2004  and  bear  interest  at the rate of 12% per
                    annum, payable annually.

                    Interest  income amounted to  approximately  $600 and $3,700
                    for  the   years   ended   December   31,   2001  and  2002,
                    respectively.


5.   SHORT-TERM     The  Company  has notes  payable in the  amount of  $125,000
     DEBT:          payable to related entities.  The notes bear interest at 11%
                    and  were  originally  due May  31,  2002  and  subsequently
                    extended to May 31, 2003.  The Company also issued  warrants
                    to purchase  1,250,000  shares of the Company's common stock
                    at $.10 per share in connection with these notes.  The value
                    assigned to the warrants, amounting to $25,000, represents a
                    debt discount and is being  amortized over the original term
                    of the notes.  During 2002,  accrued and unpaid  interest on
                    these  notes of  $6,875  was  converted  into  new  notes as
                    described below.

                    During the year ended  December 31, 2002, the Company issued
                    additional notes in the amount of $30,734 payable to related
                    entities,  including the accrued and unpaid  interest on the
                    notes  payable  above as well as the new notes  amounting to
                    $14,733.  These  notes bear  interest  at 11% and are due at
                    various dates in 2003.

                    The Company also issued warrants to purchase  307,340 shares
                    of the  Company's  common stock at exercise  prices  ranging
                    from $.06 to $.11 per share in


                                                                             F-9
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

                                                   NOTES TO FINANCIAL STATEMENTS


                    connection  with  these  notes.  The value  assigned  to the
                    warrants,  amounting to $25,589,  represents a debt discount
                    and is being amortized over the term of the notes.

                    Interest  expense  amounted  to  approximately  $13,000  and
                    $15,000  for the years  ended  December  31,  2001 and 2002,
                    respectively.

                    Amortization  of debt  discount  amounted  to  approximately
                    $16,800 and $18,400  for the years ended  December  31, 2001
                    and 2002, respectively.


6.   STOCK OPTION   During 2000, the Company  adopted an incentive  stock option
     PLAN:          plan (the "Plan")  under which  options to purchase  500,000
                    shares  of  common  stock  may be  granted  to  certain  key
                    employees.  The  exercise  price  will be  based on the fair
                    market  value of such shares as  determined  by the board of
                    directors  at the  date of the  grant  of such  options.  On
                    November  1, 2000,  options to  purchase  250,000  shares of
                    common  stock at an  exercise  price of $.10 per share  were
                    granted to the Company's  president.  Of the 250,000 shares,
                    70,000 shares vest on the date of grant and the balance will
                    vest 15,000 shares per month commencing December 1, 2000. As
                    of November 1, 2001, all 250,000 shares are vested.


7.   INCOME TAXES:  The  Company  has  a  net  operating  loss  carryforward  of
                    approximately  $504,000 at December  31, 2002  available  to
                    offset  future  taxable  income  expiring  at various  dates
                    through the year 2022.

                    The Company  recorded a deferred income tax asset to reflect
                    the effect of net operating loss  carryforwards  aggregating
                    approximately  $250,000.  In recognition of the  uncertainty
                    regarding  the ultimate  amount of income tax benefits to be
                    derived, the Company has recorded a 100% valuation allowance
                    against this deferred income tax asset at December 31, 2002.

                    The  provision  (benefit)  for income taxes differs from the
                    amount computed using the federal statutory rate of 34% as a
                    result of the following:

                    Year ended December 31,               2001          2002
                    -----------------------------------------------------------

                    Federal statutory rate                 (34)%         (34)%
                    Increase in valuation allowance         34            34
                    -----------------------------------------------------------
                                                             0%            0%
                    ===========================================================

8.   RELATED PARTY  The Company had an informal  agreement  with TY in which the
     TRANSACTIONS:  Company  reimburses  TY for  administrative  expenses it has
                    incurred  on the  Company's  behalf.  For  the  years  ended
                    December   31,   2001  and  2002,   the   Company   paid  TY
                    approximately $10,000 and $ - 0 -, respectively.

                    During the year ended  December 31, 2001, the Company issued
                    45,000  shares of common  stock to officers of ANA (see Note
                    3) for services rendered valued at $.10 per share.


                                                                            F-10
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

                                                   NOTES TO FINANCIAL STATEMENTS


9.   RECOVERY OF    During September 2001, the Company received 10,000 shares of
     BAD DEBT:      common stock of UNMS,  valued at $.10 per share,  and 90,000
                    shares  of  common  stock of TY  valued at $.25 per share in
                    full  satisfaction  of a note  receivable  in the  amount of
                    $30,000 from a former consultant and officer of the Company.
                    This note was  previously  written  off by the  Company  and
                    therefore this  settlement was recorded as income during the
                    year ended December 31, 2001.


                                                                            F-11
<PAGE>

                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (a development stage company)

                                                       SUPPLEMENTARY INFORMATION







                                                                            F-12
<PAGE>