SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                               FORM 10-KSB/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

                                  OR

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

                  For the transaction period from to

                   Commission File Number 000-31048

                   Cavalcade of Sports Media, Inc.
            (Name of Small Business Issuer in its charter)


              Nevada                                  33-0766069
     State or other jurisdiction                   (I.R.S. Employer
           of incorporation                     Identification No.)


         12268 Via Latina, Del Mar, CA                  92914
 (Address of principal executive offices)               (Zip code)

                    Issuer's telephone number (858) 481-2207

             Securities registered under Section 12(b) of the Exchange Act:


Title of each class                      Name of each exchange on which
                                         Registered

       Securities registered under Section 12(g) of the Exchange Act:

                                 Common Stock
                               (Title of class)

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

State issuer's revenues for its most recent fiscal year. $0.

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. $690,804.56.


                              TABLE OF CONTENTS

PART I                                                                   PAGE

Item 1.  Business and Development of the Company                           2

Item 2.  Description of Property                                           9

Item 3.  Legal Proceedings                                                11

Item 4.  Submission of Matters to a Vote of Security Holders              11

PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters                                              12

Item 6.  Management's Discussion and Analysis or Plan of Operation        13

Item 7.  Financial Statements                                          24-49
                                                                     (F1-F29)

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                         48

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                49

Item 10. Executive Compensation                                           52

Item 11. Security Ownership of Certain Beneficial Owners and Management   52

Item 12. Certain Relationships and Related Transactions                   53

Item 13. Exhibits and Reports on Form 8-K                                 54

Item 14. Controls and Procedures                                          55

ITEM 1.  DESCRIPTION OF BUSINESS

Business and Development of the Company

Cavalcade of Sports Media, Inc. ("we", "us", "Cavalcade" or "the Company")
is a development stage company engaged in the broadcast entertainment business,
focusing on nostalgic sports entertainment and ethnic broadcasting.
Additionally, our business plan includes our making of multiple acquisitions
of small to medium sized low- power television stations to further our
broadcast capability, while exploring syndication and advertising revenue
opportunities.

We plan to provide around the clock broadcasting from our library of
nostalgic sports film and footage (referred herein sometimes as "nostalgic
content") 24 hours per day, 7 days per week, transmitted via: (i) direct
broadcast satellite ("DBS"); (ii) TVRO (Television Receive Only, or C-Band);
(iii) existing cable networks, with an initial focus on the digital cable
market; and (iv) distribution and syndication. Our nostalgic content will be
marketed to cable companies and satellite TV companies that will add the
channel to their basic service. Also, our business model is dedicated to
providing ethnic, minority programming in selected markets.

Our new Ethnic Broadcasting division has been in development for beginning
in July of 2002, and various acquisitions and affiliations are under
negotiation. It is anticipated that several of those acquisitions and
affiliations will be announced before the third quarter of 2003.

Our nostalgic sports division offers a programming format that features both
college and professional sports, as well as international sports
competitions of many varieties, with emphasis on the more popular sports,
such as baseball, football, basketball, hockey and boxing.  We plan to
expand, and vary the format, to include certain live sporting events as well
as "talking head" sports shows. Our channel will be offered, at no charge,
to the various cable TV operators (e.g., Comcast, Adelphi, AOL Time Warner)
and to the satellite TV ("small dish") operators (e.g., Direct TV, Echostar
and Pegasus).  Our revenue will be generated from advertisers, direct response
marketers and infomercials.

In March of 2001, we signed a consulting agreement with Robert Bubeck and
Thomas O'Donnell. Both Messrs. Bubeck and O'Donnell possess substantial
experience with, and contacts in, the television network/cable distribution
business, and have they will assist us in obtaining subscribers for the
vintage sports television network. We appointed Messrs. Bubeck and O'Donnell
as our exclusive outside distribution outlet sales representatives for the
calendar year 2001, continuing on a non-exclusive basis to December 31, 2003.

The Company owns approximately 5,000 hours of vintage sports film with
negotiations in process to acquire in excess of an additional 2,500 hours of
footage. The Cavalcade library includes vintage sporting events and coverage
dating back to the 1940's, with over 10,000 hours of programming available
to the Company. It is our mission to   deliver compelling, informative and
historic programming in an efficient fashion. Cavalcade will provide an
entertaining and economical nostalgic sports programming alternative. Sports
programming is big business. In 1997, ESPN paid $175 million to buy U.S.
Classic Sports Network. In 2001, Classic Sports was valued at $1 billion and
reached 43 million homes.

Much of the film we acquire is on a 2", 1", 16 mm. and 35 mm format.  In
order to broadcast this film, it must be transferred to a "digi-Beta" (Beta-
SP) format.  To date, we have digitized approximately 480 hours of nostalgic
content.  In addition to the owned footage, we have licensed approximately
700 hours of nostalgic content.  It is our objective to acquire and/or
license 10,000 hours of nostalgic content for ongoing broadcasting. Although
we will offer sports footage of almost every variety, we will have a strong
emphasis on popular sports, such as baseball, football, basketball, hockey
and boxing.

Copyright Clearing Process

Our procedure for clearing copyrights for acquired footage is as follows:
Prior to airing any of our acquired films, we either make a determination
that the films are in the "public domain" or we seek to obtain licenses on
films that are copyrighted or otherwise owned by others. Our method of
research to determine ownership interest, if any, involves our making a
comparison of titles of acquired films and footage with those listed with
United States Copyright Office. According to the United States Copyright
Office, the phrase "public domain" refers to works that belong to the public,
and are free for anyone to use without permission and without paying royalties.
works can be in the public domain for a variety of reasons, such as: (i) term
of copyright protection has expired; (ii) the work was "non-registered"; (iii)
the work was not eligible for copyright protection in the first place; or
(iv) the copyright owner has given the copyright in the work to the public.

In investigating the copyright status of films first published (or aired)
prior to January 1, 1978, which accounts for the vast majority of our
holdings, we followed the research method recommended by the United States
Copyright Office by first identifying whether or not the work had a "notice
of copyright" on file. Titles of films from after 1978 were checked in the
year they were aired, as well as in a current database to determine whether
initial registrations or renewals have taken place, which was also a method
recommended by the Copyright Office. As a general rule, copyright protection
is lost if the notice was omitted from the first authorized published
edition of a work. All titles in the Cavalcade library have been cleared
with the U.S. Library of Congress by a copyright search firm. It was
determined that all but four titles were "non-registered" and therefore, in
our opinion, in the public domain. Those titles for which registrations were
determined were removed from the list, and will be either removed prior to
distribution or airing from the Cavalcade library, or license agreements will
be sought from the owners.

The Company has signed a letter of intent and is finalizing an agreement
with OlympuSat, an independent supplier of digital entertainment content.
OlympuSat is a division of Ocean Communications, Inc., a clearinghouse for
cable networks to obtain distribution on cable systems throughout the United
States.

In 2002, we completed the first phase of the organizational restructuring
that we announced November 18, 2002.  Phase one included our formation of a
wholly owned subsidiary named "Sports Broadcasting Network, Inc."   Once
formed, we contributed our nostalgic sports library and our nostalgic sports
broadcasting business and related assets to that subsidiary.  We see this
restructuring as an organizational change from an operating entity to a
holding company.  All broadcast operations will be conducted by
subsidiaries, of which Sports Broadcasting Network, Inc. was the first.
Sports Broadcasting Network, Inc. will execute Cavalcade's nostalgic sports
business plan, utilizing the assets already assembled. We are currently
recruiting the management team for Sports Broadcasting Network, Inc. and we
have initiated negotiations to acquire independent TV stations to carry the
programming.

In December of 2002, we carried out the second phase of our restructuring by
expanding our business plan to cover two main areas of operation:  one
division is built around our historical nostalgic sports programming, for
which the Company is currently known; and the new division will provide
ethnic, minority programming in selected markets. The new division has been
in development for several months and various acquisitions and affiliations
are under negotiation.  As part of our completion of this second phase, on
December 5, 2002 we acquired Ethnic Broadcasting Company, Inc., formerly
Butori Broadcasting, Inc. ("EBC").  We acquired, in a cash transaction, EBC,
which is a company organized to broadcast ethnic, minority programming.

On March 13, 2003, we announced that EBC entered into a Letter of Intent to
acquire Global Movies Direct, a San Diego, California-based company,
providing online DVD rentals and sales (www.indofilms.com). Global Movies
Direct is the largest store in the world for Indian movie rentals with over
2,500 titles in stock. The company ships over 50,000 DVDs monthly and
rapidly growing. Management believes that this pending acquisition will give
the Company revenues of approximately $150,000 monthly. Global Movie
Direct's subscriber base is increasing significantly each month with a
corresponding increase in revenue.  We feel that this acquisition adds a new
dimension to our overall business plan, and will bring EBS to a new level.
EBS will have first-run movies that Global Movie Direct will either produce
itself, or will acquire the rights to for American TV and theatrical
distribution.

On April 16, 2003 we announced that Patrick Bidwill is to become President
of our subsidiary Sports Broadcasting Company, Inc. Mr. Bidwill has many
years of experience in the sports world, as his family owns the NFL Arizona
Cardinals. Sports Broadcasting Company will have its headquarters in
Phoenix.  Our intentions are to begin our programming schedule and creating
new shows that will be shown on our network..  We have targeted our first
LPTV station, and hope to complete an acquisition before the end of the
third quarter.

We have not yet generated any revenue, and do not expect to generate revenue
until the third quarter of 2003.

The Market

Based on our independent observation and research, we  believe that the
market for television sports is steadily growing.  We have noted an increase
in sports channel subscriptions over the past decade, as well as an increase
in the number of sports programming channels. Statistical information to
support this view is available from the Cabletelevision Advertising Bureau
or "CAB" (See Cabletelevision Advertising Bureau, CAB's 2001 Cable TV Facts,
(2001).

Digital Cable TV Market

The term "Digital Cable TV" refers to cable television transmitted through
digital cable set-boxes which, through a digitally compressed signal,
provides viewer access to up to 500 channels; significantly more channels
than the 75 to 80 available through analogue boxes. The number of digital
cable set-boxes is projected to grow rapidly during the next several years
to meet the increase in demand for more channels. A comprehensive study was
conducted by Tech Trends Inc., which concluded, among other things, that
digital cable set-top boxes will be deployed by the leading cable operators at
an increase of up to 600% See Digital Cable Set-Top Boxes: North American
Developments in 2000-2001.

The Satellite Home Dish Market

Additionally, we believe that existing home dish owners represent potential
prospects for our services. Multichannel News reported, in its July 7, 2000
issue, that in the United States alone, the number of home dishes has
increased from 3.5 million in 1993 to more than 15 million currently. That
article also noted that of the 15 million dishes, the vast majority,
estimated at about 14 million, are direct broadcast satellite ("DBS")
dishes. DBS describes a satellite service with frequency allocation and wide
spacing between satellites that generally permits higher powered transmissions
than their satellite services and allows for reception with a small, 18-24 inch
satellite dish). DBS usage is projected to reach over 20 million by the year
2002 at a rate of over 15% per year. The DBS subscriber base has grown
significantly since 1998, according to numerous sources, including a recent
cover story in USA Today (see article by David Lieberman, DirectTV Stays
Step Ahead of Cable, USA Today, August 14, 2000, Section B, page 1.)
Although these sources are not current, their statistics remain constant,
and their predictions are holding true.

The three satellite leaders in the DBS industry, DirectTV, PrimeStar and
Echostar, have been enjoying rapid and steady growth over the past four
years. More than two years ago, EchoStar Communications Corp.'s Dish Network
signed its four millionth customer and for signs up to 100,000 new
subscribers each month. DirectTV claims on its website that it has more than
12,000,000 subscribers. According to the Annual Report of EchoStar
DBS  Corp, DISH Network "Subscription television services revenue totaled
$4.406 billion for the year ended December 31, 2002, an increase of
$822 million or 23% compared to the same period in 2001. DISH Network
"Subscription television services" revenue principally consists of revenue
from basic, premium, local, international and pay-per-view subscription
television services. This increase was attributable to continued DISH
Network subscriber growth. DISH Network added approximately 1.35 million net
new subscribers for the year ended December 31, 2002."  Management believes
that even in a relatively slow economy, this business continues to grow.

It is our opinion that growth of the home dish market has lead to a
proportional increase in the need for programming. Those in the business of
selling home dishes have steadily been adding programming choices and new
channels to their repertoires for their expanding customer bases, and the
search for new content is continuous. Since the relatively recent advent of
the more affordable 18" dish and the accompanying programming packages, sales
of satellite dishes have increased dramatically. Based on the rising
subscription levels of sports-only channels, we believe that significant
portions of home dish purchasers have made their purchase expressly for
watching sports.

Background of Broadcast Satellites:  DBS and TVRO

     DBS

DBS is broadcast by medium and high-powered satellites operating in the
microwave KU band. These high-powered, high frequency satellites make it
possible for the signals to be picked up on a small dish of 18 inches.
Digital compression makes it possible to have many channels on a single
satellite.  Among the current DBS systems that are operating in the U.S. are
DSS, DISH Network, and PrimeStar. The DSS and DISH Network systems both have
18 inch satellite dishes. PrimeStar has a 3-foot satellite dish. One of the
big advantages of DBS systems is that the small dish does not have to move.

     TVRO

The first satellite television systems for the consumer were TVRO
(Television Receive Only) satellite systems. TVROs (sometimes referred to as
Big Dish TV, Full view, C Band Satellite TV, and BUD) began sprouting up all
over the U.S. in the late 1970s and early 1980s, and are characterized by
big dishes that are usually 6-12 feet across. TVRO systems receive
television signals from C-Band satellites. A C-Band satellite has 24
channels (transponders) on each satellite.  There are over 20 C-Band
satellites that may be received in the continental United States. A TVRO
satellite system must have a movable dish in order to access the signals from
so many satellites. Even though most news and advertising involves the small
dish DBS systems, TVRO is still in use. The biggest variety of programming in
satellite television is available through TVRO. Cable TV programming is
available to the TVRO owner, along with programming that is usually not
available to cable TV subscribers.

Competition

We believe that there are two major areas of competition for our business.
They are:

  (i)  cable sports networks, both national and regional; and

  (ii) satellite packages that rely on sports to sell hardware.

The cable sports networks fall into two distinct categories:

     -  Those that are available on basic cable service, such as ESPN,
        ESPN2 and TURNER, and;

     -  Those which are premium channels, such as MSG, SPORTSCHANNEL,

PRIME NETWORK

Basic service is free, and viewers pay for premium services.  Satellite
service presents a third area of direct competition.

     Basic Service

The basic service networks carry mostly sports events of the major league
variety, and also have commentators, or "talking heads" providing sports,
news and interview programs. There is virtually no historic or nostalgic
element to this type of programming. The thrust of this programming lies in
current events.  These basic services are advertiser-supported, which means
that the only revenues generated by basic service networks are derived from
advertising fees.

     Premium Service

The premium channels rely on exclusive programming of major league home
teams in their immediate marketing areas. Fans of other teams and other
sports are not considered in the programming formats of these premium
channels. As with basic service, there is no nostalgic element to this
programming. These services rely on viewer subscriptions, coming directly from
the consumer.

     Satellite Service

Companies that offer satellite dish program/viewing packages are concerned
initially with software sales. Providers of this service tend to be more
willing to give away hardware to sell the software, with the rationale that
the hardware is a one-time sale, but the software (i.e., programming) can
be sold again and again. With satellite service, there are ongoing "use"
revenues, and in addition, consumers may continually purchase new
programming, thereby increasing revenues to satellite service providers.

The success of this approach is well documented. The growth of the
satellite dish business and the attendant growth of the dish programming
business have been steady and rapid. The sales of 18" home dishes have
grown from an insignificant number to well over 15 million to date, and
growing at a rate of 15% per year.

Scheduled Programming

Our programming is intended to be 24 hours per day, seven days per week.
Due to time zones, there will be repeat broadcasts of specific programs.

The programs will be categorized into short form and long form programs.
The short form will consist of half-hour and one-hour programs, stripped
(without commercial interruptions) on a five-day per week basis. These
programs generally consist of previously televised programs or events from
the 1950's, 1960's and early 1970's, shown exactly as they were seen on the
air during their original runs. The long form programs will consist of
complete games of the featured sport of the evening. Basketball and
football (both college and professional) baseball and hockey, will be
broadcast as complete and unedited shows, exactly as they were played at
the time.

Scheduling will be similar to the broadcast and cable networks presently on
the air, in that subscribers will be able to find his or her favorite
program at the same time of day and day of the week.

Advertising and Promotion

As part of their consulting services, Messrs. Bubeck and O'Donnell will
identify an advertising and sales organization for us and assist us in
negotiating and contracting with the selected entity on a revenue sharing
basis. Additionally, we will approach entities, such as packagers and
aggregators, that are in the business of offering blocks of channels,
sometimes called "suites" to cable companies and providers for direct sales
to consumers. A suite of channels can be presented to cable companies as a
group through a digitally compressed signal.

We will promote Cavalcade of Sports Media, Inc. as a high quality
complement to programming already in the marketplace. Our content and
format are geared to sports fans young and old, and we will use a
combination of advertising and marketing media to reach our target market.

Our programming schedule will be planned up to three months in advance,
and will be mailed out to our subscribers as part of their monthly dish or
cable guide. Additionally, local newspaper advertising in major markets,
radio and television coverage and talk show coverage is planned.

Through syndication and distribution agreements, we intend to promote our
Company and its programming on a larger scale.

Television Production Studio

We will rent studio time on an "as needed" basis to keep a cost effective
operation.  We will only need studio time a few days per month to shoot
the "talking head" shows, promos, and station identification promotions.

Web-Cast Services

With the development and proliferation of high-speed computer down
loaders, we plan to offer our programming services via webcast;
essentially providing our entire programming network on the Internet. This
service will be offered on a pay-per-view basis. We believe this medium
will be readily accepted in the marketplace as a real- time delivery
version of our programming services.

Revenue Generation

Sports Programming: Our channel will be distributed to cable TV and
satellite TV ("small dish) operators without charge, to give us a larger
viewer base.  We will generate revenue from advertisements (commercials),
Direct Response (short advertisements which provide an opportunity for a
phone-in or mail in purchase) and Infomercials that will run from 3:00
a.m. to 6:00 a.m., and from 6:00 a.m. through 9: a.m. The size of our
viewer base will determine the rate at which we can charge for advertising.

Syndication of Ethnic Broadcast Station Programming:  Our plan is to
acquire small ethnic broadcast stations in India, China and eventually
Europe and South America, and to syndicate programming internationally.
Syndication fees will be negotiated on a case by case basis, and we expect
to be generating revenues from syndication fees by the first quarter of 2004.

Acquisition of Additional Small, Low Power Television Stations:  We intend
to acquire several small to medium sized low-power television stations for
the broadcast and syndication of our nostalgic sports programming. We
expect to begin generating revenues from advertising and from syndication
by the first quarter of 2004.

Organizational/Historical Background

In September of 1999, we changed our business model from a shoe
manufacturing and distributing company to an entertainment company
focusing on the nostalgic sports broadcasting business. On December 17,
1999, we amended our Articles of Incorporation to change our name to
Cavalcade of Sports Media, Inc., and on December 22, 1999, Cavalcade of
Sports Network, Inc., a New York corporation, was merged with and into
the Company, leaving Cavalcade of Sports Media, Inc., the Nevada
corporation, as the survivor. A mirror Certificate of Merger was filed in
New York on December 30, 1999.  Subsequent to the Company's decision to
enter its current business, the holders of 1999-Global Group Series of
Preferred Stock elected to convert their 855,000 shares to Common Stock,
valued at $855, of Global International, Inc. in September 2000. At the
time of the conversion and disposal of the shoe business segment, the
segment had liabilities in excess off its assets and had no operations
and continued to be in default under the terms of the License Agreements.
As a result of the conversion, the Company's interest in Global Group
International, Inc. was reduced from 100% to zero.

ITEM 2.  DESCRIPTION OF PROPERTY

Offices

Presently, we maintain our principal office at 12868 Via Latina, Del Mar,
California 92014. Our telephone number at that office is (858) 481-2207 and our
facsimile number is also (858) 481-2207. The office space, which is provided to
us for $3,200 per month, has approximately 2,200 square feet, consisting of two
separate offices, a conference room, a small kitchen and a bathroom. We expect
to continue this arrangement for the short term until we have sufficient
working capital. We consider the premises adequate for our purposes for
the immediate future. Within the next 18 months, we plan to move the office
into  a larger space.

Film Library

Our film library consists of approximately several hundred tapes, many of
which have been transferred to Beta SP format and some of which are in
the process of being transferred. As of the date of this annual report,
we own approximately 5,000 hours of sports footage, of which
approximately 3,500 hours have been digitized.  In addition to our owned
footage, we hold licenses to an additional 700 hours and we have access
to an additional 5,000.  We believe that by year end, 2004, we will have
acquired an additional 2,500 hours, bringing our film ownership to 7,500
hours and our access up to 12,500 hours.

License Agreements

On or about December 21, 2000, we signed a license agreement with SOCCER
CAMPS OF AMERICA INC. which agreement granted the Company a license to
use, on satellite broadcast & cable broadcast, for a term of three years,
200 hours of New York Cosmos games from 1976-1980. The license fee is
$200,000 plus $50,000 in stock options which will be governed by a
mutually acceptable stock option agreement.  The licensed territory is
the United States of America. The license was orally extended in
December, 2001; we have made a down payment of $9,000 and are issuing
options to purchase 50,000 shares of our Common Stock at a price of $1.00
per share, which expire on December 31, 2003.

On June 16, 2001, we signed a license agreement with Sekani, Inc. which
agreement granted the Company a license to use on Telstar 7 C-Band and
Direct TV, for a term of two years, 500 episodes of Telesports Digest
Programs; each episode consisting of approximately 1 hour of programming.
The license fee is $500 per episode, and $45,000 for costs of tape and
dubbing to Digi-Beta with shipping costs.

The following list of our current library consists of sports events, programs
and movies from multiple sources:

Sport                                Approximate number     Approximate number
                                         of Programs            of Hours

Baseball                                     400                    390
(Games/Commentary)

Basketball                                   400                    350
(Games/Commentary)

Football                                     500                    450
(Games/Commentary

both college and professional)

Boxing                                       250                    240

Golf                                         270                    260

Wrestling                                    100                     85

Bowling                                      100                    100

Talk Shows/General Sports Programming
(Wide World of Sports, etc.)                 700                    690

Indy Auto Racing                              60                     50

Swimming                                      40                     30

Track & Field                                 30                     20

Soccer                                       400                    400

Tennis                                       250                    245

Water skiing, roller derby                   150                    140

Miscellaneous uncategorized sporting
Events                                     1,495                   1,450

TOTAL                                      5,045                   4,800

In our estimation, in order to broadcast fresh content, we would require
a minimum of 4,300 of broadcast-able (already transferred) content
hours. At a rate of 84 hours per week, this would provide approximately
52 weeks worth of content. It is unlikely that viewers would expect a
continuous 12 month period of new broadcasting content, since that is
rare, if nonexistent, in broadcasting. We believe, therefore, that
viewers would not be disappointed if content is shown more than once
throughout the year. It is our opinion that 4,300 hours is more than
sufficient for a full two years of broadcast programming. Our library presently
exceeds that number of hours.

Our film library is being stored at Stock Video, a video production and
storage facility in Boston, Massachusetts, where we are renting an
environmentally controlled space of approximately 1,800 square feet.
This facility is in the business of video tape and film management, and
this is where our film is and will be sent upon purchase.

Additionally, through our merger with Cineports, we have acquired well
over 600 hours of movies, cartoons, scripts all of which are also being
stored at Stock Video.  The Cineports acquisition of films was deemed
by Cineports to be "in the public domain" but we are conducing
independent copyright clearances before airing any of the films made in
the acquisition.

The Transfer Process

During the past year, we have been steadily acquiring film in various
formats from sources including, but not limited to, individuals,
collectors, museums and other entities. We have chosen to transfer our
footage from their original formats to a sturdier Beta-SP format, which
is suitable for broadcasting and good for long-term preservation of the
footage. The process of transferring is conducted primarily at Stock
Video. Depending on the length and quality of the film, the transfer
process can run anywhere from $75 to $500 per tape or film.

The process yields a higher quality, more durable medium for
broadcasting. For reviewing film quality prior to duplication or
transfer, we use a film analyzer, which we own, to determine whether a
transfer would render an acceptable result. We are in the process of
moving our film analyzer from New York to California. This piece of
equipment is used primarily for reviewing tapes to determine content
and quality, and is useful during the acquisition process, which is why
it is logically housed with the President.

Many of our shows feature well known broadcasters from previously
televised sporting events such as Russ Hodges, Jack Drees, Mel Allen,
Red Barber, Vin Scully, and Chris Schenkel.

Procedure for Determining Intellectual Property Rights, If Any

With the exception of specific license agreements that grant us license
rights to certain films, we consider our film holdings to be in the
public domain. The process that we employed for the films that were
included in the first nine contracts that we signed entailed a physical
examination of film titles by a researcher at the United States
Copyright Office in Washington D.C. Those acquisitions were made by our
then Vice President of Acquisitions, Steven Bass.  For acquisitions
made subsequent to those nine initial contracts, and on a going forward
basis, we are employing a similar screening system whereby we run our
titles against titles filed with the United States
Copyright Office.  Additionally, we will and have acquired licenses, as
necessary, for any footage and content are protected by copyrights.

ITEM 3.  LEGAL PROCEEDINGS

With the exception of the actions described below, we are not aware of
any legal proceedings pending, threatened or contemplated against any
of our officers or directors, respectively, in their capacities as such.

On March 5, 2003, an action went before the Supreme Court of the State
of New York, Nassau County on entitled Arthur Muchnick et. ano v.
Cavalcade of Sports Media, Inc. et ano (Index No. 157350/02), in which
the Court granted summary judgment in favor of Mr. and Mrs. Muchnick
and against Cavalcade in the amount of $35,774.16 plus interest at 18%
per annum from Sefports Media, Inc. et ano (Index No. 15737/02) the
Court granted summary judgment in favor of Mr. and Mrs. Zabon against
Cavalcade in the amount of $35,774.16 plus interest at 18% per annum
from September 4, 2002.  In addition, in the Zabon action, the Court
also awarded summary judgment personally against Mr. Ed Litwak in the
amount of $25,000 plus interest.

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

There were no matters submitted to a vote of shareholders in the fourth
quarter of 2002.

                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Market Information

The Company's Common Stock is traded over-the-counter on the Over the
Counter Bulletin Board maintained by the National Association of
Securities Dealers under the symbol "CVOS". There is no certainty
assurance that the Common Stock will continue to be quoted or that any
liquidity exists for the Company's shareholders.

The following table sets forth the quarterly quotes of high and low
prices for the Company's Common Stock on the OTC Bulletin Board during
the fiscal years 2002.

                       Fiscal 2002                           High      Low

                      June 30, 2002                          $3.30    $0.82
                      September 30, 2002                     $0.65    $0.55
                      December 31, 2002                      $0.48    $0.31

The source of this information is Yahoo Historical Stock Quotes and
broker-dealers making a market in the Company's Common Stock. These
prices reflect inter-dealer prices, without retail markup, mark-down or
commission and may not represent actual transactions.

Number of Stockholders

The approximate number of holders of record of our Common Stock, which is
our only class of common equity, is 1080.

Dividends

We have not begun business operations and accordingly have not generated
any revenues nor had net profits on operations and therefore are
currently proscribed under the Delaware General Corporation Law from
declaring dividends.  We have not paid any cash dividends on our Common
Stock or our Preferred Stock.  Our Board of Directors has no present
intention of declaring any cash dividends, as we expect to re-invest all
profits in the business for additional working capital for continuity and
growth. The declaration and payment of dividends in the future will be
determined by our Board of Directors considering the conditions then existing,
including the Company's earnings, financial condition, capital requirements,
and other factors.

SALES OF UNREGISTERED SECURITIES DURING 2002

The issuances of unregistered securities which occurred during the fiscal
year 2002 were as follows:

Capital Notes

During 2002, we issued two accredited investors $31,250 Convertible
Subordinated Capital Notes, one for $25,000 and the other for $6,250.
The Notes were sold in a Rule 506 Offering, made pursuant to Regulation D.
Shares will be issued upon conversion by the holder, and at that time, those
issuances will be considered exempt under Section 4(2) of the Securities
Act of 1933 (the "Act").

Common Stock

Each of the issuances described below is considered by the Company to be
exempt from registration by reason of Section 4(2) of the Securities Act
of 1933.

On January 14, 2002, we issued 50,000 shares of our Common Stock to a
sports broadcasting consultant in exchange for investment in a baseball team.

On March 4, 2002, we issued 250,000 shares to an attorney in exchange for
legal services.

On June 4, 2002, we issued a total of 566,700 shares of our Common Stock
to three consultants for their digital cable marketing, broadcasting and
related services.  Also in June, we issued 80,000 shares in exchange for
a $100,000 debt.

In July of 2002, we issued 21,500 shares to two consultants in exchange for
advertising and legal work.  Also in July, we issued 4,789,583 shares in
connection with our acquisition of Cineports.com.

On August 13, 2002, we issued 14,000 shares to Michael Carroll for his
service on our Advisory Board of Directors, and 32,000 shares to a
consultant for his website development services.  18,000 shares were
issued to a consultant but were subsequently returned for cancellation.

On September 19, 2002, we issued 300,000 shares of our Common Stock to two
individuals in exchange for their marketing consulting services.

In October of 2003, we issued 15,200 shares as an interest bonus on a loan
made to the Company.

On October 11, 2002, we issued 100,000 shares of our Common Stock to two
consultants in exchange for their marketing services.

On October 24, 2002, we issued to a single investor 540,540 shares of our
Common Stock for an investment of $125,000.

On November of 2002, we issued 32,520 shares of our Common Stock t as
bonuses on loans made to the Company by two individuals.

On November 11, 2002, we issued 50,000 to Robert Stulman for his service
as Secretary of the Company.

On November 21, we issued 150,000 shares of our Common Stock to a
consultant in exchange for marketing services.

On December 30, 2002, we issued 280,000 shares to a consultant in
exchange for financial advisory services.

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

The following discussion contains forward-looking statements that are
subject to significant risks and uncertainties about us, our current and
planned products, our current and proposed marketing and sales, and our
projected results of operations. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business,
but cannot predict whether or to what extent any of such risks may be
realized nor can there be any assurance that the Company has identified all
possible risks that might arise. Investors should carefully consider all of
such risks before making an investment decision with respect to the
Company's stock. In particular, investors should refer to the section
entitled, "Risk Factors that May Affect Future Results and Market Price of
Stock."

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and notes thereto. This discussion
should not be construed to imply that the results discussed herein will
necessarily continue into the future, or that any conclusion reached herein
will necessarily be indicative of actual operating results in the future.
Such discussion represents only the best present assessment from our
Management.

Overview

Results of Operations

The Company is in the development stage and is seeking to acquire and market
retired sporting footage and events, which have been transferred to digital
or Beta- SP format, for delivery to viewers via satellite and cable
transmission. The risks specifically discussed are not the only factors that
could affect future performance and results. In addition the discussion in
this annual report concerning us, our business and our operations contain
forward-looking statements. Such forward-looking statements are necessarily
speculative and there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward-looking statements. We do not have a policy of updating or revising
forward-looking statements and thus it should not be assumed that silence by
our Management over time means that actual events or results are occurring as
estimated in the forward-looking statements herein.

As a development stage company, we have yet to earn revenues from
operations. We may experience fluctuations in operating results in future
periods due to a variety of factors including, but not limited to, viewer
acceptance of our sports channel and its nostalgic content, our ability to
acquire and deliver high quality products, our ability to obtain additional
financing in a timely manner and on terms favorable to us, our ability to
successfully attract viewers and maintain viewer satisfaction, our
promotions, branding and sales programs, the amount and timing of operating
costs and capital expenditures relating to the expansion of our business,
operations and infrastructure and the implementation of marketing programs,
key agreements, and strategic alliances, the number of products offered by
us, the number of cancellations we experience, and general economic
conditions specific to the transferring of previously televised material
onto Beta- SP, the broadcasting of nostalgic content, and the entertainment
industry.

As a result of limited capital resources and no revenues from operations
from its inception, the Company has relied on the issuance of equity
securities to non-employees in exchange for services. The Company's
management enters into equity compensation agreements with non-employees if
it is in the best interest of the Company under terms and conditions
consistent with the requirements of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation." In order to conserve its limited
operating capital resources, the Company anticipates continuing to
compensate non-employees for services during the next twelve months.  This
policy may have a material effect on the Company's results of operations
during the next twelve months.

Revenues

We have generated no operating revenues from operations from our inception.
We believe we will begin earning revenues from operations in 2003 from
actual operation as the Company transitions from a development stage company
to that of an active growth and acquisition stage company.

Costs and Expenses

From our inception through December 31, 2002, we have not generated any
revenues. We have incurred losses of $ 7,975,984.  These expenses were
associated principally with equity-based compensation to employees and
consultants, product development costs and professional services.

Liquidity and Capital Resources

As of December 31, 2002, we had a working capital deficit of $2,071,983.
As a result of our operating losses from our inception through
December 31, 2002, we generated a cash flow deficit of $ 1,435,962 from
operating activities. Cash flows used in investing activities was $149,563
during the period July 29, 1997 through December 31, 2002. We met our cash
requirements during this period through the private placement of $244,200 of
common stock, $1,115,665 from the issuance of capital and other notes
(net of repayments), $184,955 from advances from the Company's President,
and $45,000 from other advances. While we have raised capital to meet our
working capital and financing needs in the past, additional financing is
required in order to meet our current and projected cash flow deficits from
operations and development. We are seeking financing in the form of equity in
order to provide the necessary working capital. We currently have no
commitments for financing. There is no guarantee that we will be successful
in raising the funds required.

By adjusting its operations and development to the level of capitalization,
Management believes it has sufficient capital resources to meet projected
cash flow deficits.However, if during that period or thereafter, we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations liquidity and
financial condition.

The independent auditor's report on the Company's December 31, 2002 financial
statements included in this Annual Report states that the Company's recurring
losses and default under its debt obligations raise substantial doubts about
the Company's ability to continue as a going concern.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business
Combinations" (SFAS No. 141), and Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142). The FASB also issued Statement of Financial Accounting
Standards No. 143, "Accounting for Obligations Associated with the
Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS No. 144) in August
and October 2001, respectively.

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no
material impact on the Company's consolidated financial statements.

Effective January 1, 2002, the Company adopted SFAS No. 142. Under
the new rules, the Company will no longer amortize goodwill and other
intangible assets with indefinite lives, but such assets will be
subject to periodic testing for impairment. On an annual basis, and
when there is reason to suspect that their values have been
diminished or impaired, these assets must be tested for impairment,
and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a
transitional goodwill impairment test six months from the date of
adoption.

Any goodwill impairment loss recognized as a result of the
transitional goodwill impairment test will be recorded as a
cumulative effect of a change in accounting principle no later than
the end of fiscal year 2002. The adoption of SFAS No. 142 had no
material impact on the Company's consolidated financial statements

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated
asset retirement cost. It also provides accounting guidance for legal
obligations associated with the retirement of tangible long-lived
assets. SFAS No. 143 is effective in fiscal years beginning after
June 15, 2002, with early adoption permitted. The Company expects
that the provisions of SFAS No. 143 will not have a material impact
on its consolidated results of operations and financial position upon
adoption. The Company plans to adopt SFAS No. 143 effective January
1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment
or disposal of long-lived assets, including discontinued operations.
SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" (SFAS No. 121), and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". The Company
adopted SFAS No. 144 effective January 1, 2002. The adoption of SFAS
No. 144 had no material impact on Company's consolidated financial
statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This Statement rescinds FASB Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt", and an
amendment of that Statement, FASB Statement No. 64, "Extinguishments
of Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement
No. 44, "Accounting for Intangible Assets of Motor Carriers". This
Statement amends FASB Statement No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-
leaseback transactions. The Company does not expect the adoption to
have a material impact to the Company's financial position or results
of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." This Statement
addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." The
provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early
application encouraged. The Company does not expect the adoption to
have a material impact to the Company's financial position or results
of operations.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", which removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9 and requires that those transactions be accounted
for in accordance with  Statements No. 141, Business Combinations,
and No. 142, Goodwill and Other Intangible Assets.  In addition, this
Statement amends SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship intangible assets of financial institutions
such as depositor- and borrower-relationship intangible assets and
credit cardholder intangible assets. The requirements relating to
acquisitions of financial institutions is effective for acquisitions
for which the date of acquisition is on or after October 1, 2002. The
provisions related to accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets are
effective on October 1, 2002.  The adoption of this Statement did not
have a material impact to the Company's financial position or results
of operations as the Company has not engaged in either of these
activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", which amends
FASB Statement No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of
the method used on reported results.  The transition guidance and
annual disclosure provisions of Statement 148 are effective for
fiscal years ending after December 15, 2002, with earlier application
permitted in certain circumstances. The interim disclosure provisions
are effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002.  The adoption
of this statement did not have a material impact on the Company's
financial position or results of operations as the Company has not
elected to change to the fair value based method of accounting for
stock-based employee compensation.

In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in
its consolidated financial statements. Previously, the criteria were
based on control through voting interest. Interpretation 46 requires
a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary
beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply
to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The
Company does not expect the adoption to have a material impact to the
Company's financial position or results of operations.

Product Research and Development

We do not anticipate performing research and development for any products
during the next twelve months.

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. We do not anticipate the acquisition of any
significant property, plant or equipment during the next 12 months, other than
computer equipment and peripherals used in our day-to-day operations. We
believe we have sufficient resources available to meet these acquisition
needs.

Number of Employees

From our inception through the period ended December  31, 2002, we have relied
on the services of outside consultants for services and had no employees. In
order for us to attract and retain quality personnel, we anticipate we will
have to offer competitive salaries to future employees. We anticipate an
employment base of four (4) full and part time employees during the next 12
months. These employees will be Ed Litwak, our President, a CFO/ Treasurer to
be hired, a National Distribution Manager and an Administrative Assistant.
The Company has entered into a Consulting Agreement with Mr. Litwak, which is
expected to be superseded by an Employment Agreement by the third quarter of
2003. The Company also plans to use the advice of its Advisory Board on an as
needed basis. As we continue to expand, we will incur additional cost for
personnel. This projected increase in personnel is dependent upon our
generating revenues and obtaining sources of financing. There is no guarantee
that we will be successful in raising the funds required or generating revenues
sufficient to fund the projected increase in the number of employees.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks
to our business, but we cannot predict whether, or to what extent, any of
such risks may be realized nor can we guarantee that we have identified all
possible risks that might arise. Investors should carefully consider all of
such risk factors before making an investment decision with respect to our
Common Stock.

Cautionary Factors that may Affect Future Results

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

Limited Operating History Anticipated Losses; Uncertainty of Future Results

Although we were incorporated in July 1997, we have recently changed our
business plan from that of a shoe manufacturer and distributor to that of a
nostalgic sports channel. Therefore, we have a limited operating history upon
which an evaluation of our Company and our prospects can be based. We feel
that our decision to change direction was in the best interest of our present
and future shareholders; however, we are in the position of a company with
very limited operating history.

Our prospects must be evaluated with a view to the risks encountered by a
company in an early stage of development, particularly in light of the
uncertainties relating to the new and evolving distribution methods with
which we intend to operate and the acceptance of our business model. We will
be incurring costs to: (i) acquire and market our programming; (ii) to
establish marketing relationships; (iii) to acquire more nostalgic sports
content; and (iv) to build an organization. To the extent that such expenses
are not subsequently followed by commensurate revenues, our business, results
of operations and financial condition will be materially adversely affected.
We, therefore, cannot insure that we will be able to immediately generate
sufficient revenues. We expect negative cash flow from operations to continue
for the next 12 months as we continue to develop and market our business. If
cash generated by operations is insufficient to satisfy our liquidity, we may
be required to sell additional equity or debt securities. The sale of
additional equity or convertible debt securities would result in additional
dilution to our stockholders. Our initial operations may not be profitable,
since time will be required to build our business to the point that our
revenues will be sufficient to cover our total operating costs and expenses.
Our reaching a sufficient level of sales revenues will depend upon a large
number of factors, including availability of sufficient working capital, the
number of viewers we are able to attract, the rates which we can charge for
the advertising, our ability to deliver content, customer acceptance of our
nostalgic concept, customer perception of value (as compared with premium or
other satellite packages), and our sales receivables. (See "Description of
Business")

Liquidity and Working Capital Risks; Need for Additional Capital to Finance
Growth and Capital Requirements

We have had limited working capital and we are relying upon capital notes
(borrowed funds) to operate. We may seek to raise capital from public or
private equity or debt sources to: (i) provide working capital to meet our
general and administrative costs until net revenues make the business self-
sustaining; (ii) make acquisitions of additional film and film libraries;
and (iii) exploit and expand such acquisitions. We cannot guarantee that we
will be able to raise any such capital on terms acceptable to us or at all.
Such financing may be upon terms that are dilutive or potentially dilutive
to our stockholders. If alternative sources of financing are required, but
are insufficient or unavailable, we will be required to modify our growth
and operating plans in accordance with the extent of available funding.

New Business

We are a new business and you should consider factors which could adversely
affect our ability to generate revenues, which include, but are not limited
to,  maintenance of positive cash flow, which depends on our ability both
to raise capital and to obtain additional financing as required, as well as
the level of sales revenues.

Potential fluctuations in quarterly operating results

Our quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors, most of which are outside our control,
including: the level of use of reproduced films, the demand for digital or
Beta-SP format sporting event films; seasonal trends in film viewing, the
amount and timing of capital expenditures and other costs relating to the
expansion of our film processing operations; price competition or pricing
changes in the industry; technical difficulties or system downtime; general
economic conditions, and economic conditions specific to the TV industry.
Our quarterly results may also be significantly impacted by the impact of
the accounting treatment of acquisitions, financing transactions or other
matters. Particularly at our early stage of development, such accounting
treatment can have a material impact on the results for any quarter. Due to
the foregoing factors, among others, it is likely that our operating
results will fall below our expectations or those of investors in some
future quarter.

Achieving Market Acceptance

The broadcasting business is highly competitive. We have selected a
particular market niche for broadcast content (vintage or nostalgic sports
programming), based upon available recorded materials in the public domain,
the size of the viewing market for nostalgic sports programming, and the
growing satellite dish market. Achieving market acceptance for our
programming will require substantial marketing efforts and expenditure of
significant funds to create awareness and demand by potential customers.
There is no guarantee that we will have available funds or other resources
necessary to achieve such acceptance.

Competition

The business of selling advertising for televised programming is extremely
competitive. Our Company must, in general, compete with many networks and
companies offering many programming events and packages, using various
similar and competitive advertising methods, such as television, radio and
newsprint, with the programming offerings running a very wide range of
prices. We are seeking to establish a specific niche within that large
spectrum. Our programming is targeted to the sports fan with an interest
in past sporting events. As a new company, we will face competition from
those longer established and better financed businesses with their established
advertiser bases and their name recognition and their credibility. We can
provide no guarantee that we can successfully compete against such competition.

Government Regulation

Our business is subject to federal regulation under the Federal
Communications Commission. Additionally, our business operations will be
subject to all government regulations normally incident to conducting any
business (e.g., occupational safety and health acts, workmen's
compensation statutes, unemployment insurance legislation, income tax and
social security laws and regulations, environmental laws and regulations,
consumer safety laws and regulations, etc.) as well as to governmental
laws and regulations applicable to small public companies and their
capital formation efforts. Although we will make every effort to comply
with applicable laws and regulations, there is no guarantee of our success in
these efforts, and we cannot predict the affect of those regulations on our
proposed business activities.

FEDERAL REGULATION

The primary federal statute dealing with the regulation of the cable
television industry is the Communications Act. The three principal
amendments to the Communications Act that shaped the existing regulatory
framework for the cable television industry were the 1984 Cable Act, the
1992 Cable Act and the 1996 Telecom Act. The 1996 Telecom Act, which
became effective in February 1996, was the most comprehensive reform of
the nation's telecommunications laws since the Communications Act.
Although the long term goal of the 1996 Telecom Act is to promote
competition and decrease regulation of various communications industries, in
the short term, the law delegates to the FCC, and in some cases to the states,
broad new rule making authority. The FCC and state regulatory agencies have
been required to conduct numerous rule making and regulatory proceedings to
implement the 1996 Telecom Act and such proceedings may materially affect the
cable television industry. Such rule making can limit or the way Cavalcade
broadcasts its sports programming, which can impair the Company's ability to
meet its business objectives.

The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has promulgated regulations to implement the provisions
contained in the Communications Act. The FCC has the authority to enforce
these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with
cable operations. Below, you will find a brief summary of certain of these
federal regulations as adopted todate.

CABLE RATE REGULATION

The 1992 Cable Act imposed an extensive rate regulation regime on the
cable television industry. Under that regime, local franchise
authorities had primary responsibility for administering the basic
service tier. The FCC directly administered rate regulation of cable
programming service tiers, which included all video programming
distributed over a system that is not part of the basic service tier.
Although the 1996 Telecom Act preserves local franchise authority to
regulate the basic service tier, it eliminated FCC authority to regulate
cable programming service tier rates as of March 31,
1999. Accordingly, the FCC is no longer able to act on cable programming
service tier rate increases that occur after that date.

Federal law nonetheless continues to govern certain aspects of local
rate regulation. For example, federal law requires that the basic
service tier be offered to all cable subscribers. Recent FCC regulations
adopted pursuant to the 1996 Telecom Act define "effective competition"
and "small cable operator" for purposes of exempting certain cable
systems' basic tier from rate regulation. Additional federal regulations
require cable systems to permit customers to purchase video programming
on a per channel or per program basis without subscribing to any tier of
service, other than the basic service tier, unless the cable system is
technically incapable of doing so. Generally this
exemption is available until a cable system obtains the technical
capability, but not later than December 2002.

Although the 1996 Telecom Act eliminated FCC rate regulation of the
higher tiers, local franchising authorities, known in the industry as
LFAs, continue to have authority over the regulation of the lowest level
of cable; the basic service tier, commonly known as BST. For regulatory
purposes, the BST contains local broadcast stations and public,
educational, and government, or PEG, access channels and other services
the system operator chooses to include in the same package with these
channels. Before an LFAS begins BST rate regulation, it must certify to
the FCC that it will follow applicable federal rules, and many LFAs have
voluntarily declined to exercise this authority.

LFAs also have primary responsibility for regulating cable equipment
rates. Under federal law, charges for various types of cable equipment
must be unbundled from each other and from monthly charges for
programming services.  The 1996 Telecom Act allows operators to
aggregate costs for broad categories of equipment across geographic and
functional lines. This change should facilitate the introduction of new
technology. Few of the LFAs in the communities in which we will likely
operate have elected to certify to regulate rates. However there is no
certainty that our revenues and results of operations will not be adversely
affected in the future by regulation of cable system rates.

Dependence Upon Management

Our future performance and success are dependant upon the efforts and
abilities of our Management. To a very significant degree, we are
dependent upon the continued services of Mr. Edward Litwak, our founder
and formerly our consultant, and now our President, acting CFO and
Chairman of our Board of Directors.  We plan to replace our Consulting
Agreement with Mr. Litwak, which ends on December 31, 2003, with a five-
year Employment Agreement which will end December 31, 2006 but which is
subject to a five-year extension at our option. As of the date of this
Report, we have not yet finalized our Employment agreement with Mr. Litwak.

If we lost the services of Mr. Litwak or other key employees before we could
get a qualified replacement, that loss could materially adversely affect our
business. At present, we do not have employment contracts with any other of
our officers or members of Management. We do not maintain key man life
insurance on any of our Management.

Lack of Independent Directors

We cannot guarantee that our Board of Directors will have a majority of
independent  directors in the future. In the absence of a majority of
independent directors, our executive officers, who are also principal
stockholders and directors, could establish policies and enter into
transactions without independent review and approval thereof. This could
present the potential for a conflict of interest between the Company and its
stockholders generally and the controlling officers, stockholders or
directors. Presently, Don Parsons is our only outside Director.

Limitation of Liability and Indemnification of Officers and Directors

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

Continued Control by Current Officers and Directors

The present officers and directors own 26.63% of the outstanding shares of
Common Stock, and therefore are in a position to elect all of our Directors
and otherwise control the Company, including, without limitation,
authorizing the sale of equity or debt securities of the Company, the
appointment of officers, and the determination of officers' salaries.
Shareholders have no cumulative voting rights. (See "Security Ownership of
Certain Beneficial Owners and Management")

Management of Potential Growth

We anticipate rapid growth, which will place a significant strain on our
managerial, operational, and financial systems resources. To accommodate our
current size and manage growth, we must continue to implement and improve
our financial strength and our operational systems, and expand, train and
manage our sales and distribution base. There is no guarantee that we will
be able to effectively manage the expansion of our operations, or that our
facilities, systems, procedures or controls will be adequate to support our
expanded operations. Our inability to effectively manage our future growth
would have a material adverse effect on us.

Our Ownership Rights to Films and Footage We Acquire

Prior to each film acquisition, we conduct a copyright search to determine
the film's availability for broadcast without a license. Where property
rights do exist, we have, and will continue to, pursue and obtain license
agreements. In our research efforts, we may choose not to use films or
footage that would require us to obtain costly licenses, however, and each
situation will be decided on a case by case basis.

Many clips, old films, previously viewed and taped or filmed television
productions are not owned by anyone and are considered "in the public
domain." It is, however, possible that existing intellectual property rights
in certain films or footage clips are not discovered by our research
efforts, and in such cases, we may be forced to later pay license fees and
penalties that we initially did not anticipate. Although we will make best
efforts to do our thorough due diligence prior to making a purchase, any such
oversight on our part could potentially affect the quantity and quality of our
film library, and could be costly to the Company. To mitigate costs associated
with mistakes made in clearing intellectual property rights of films or footage
the Company plans to obtain errors and omissions insurance for our Officers
and Directors.

Copyright Searches Not Always Conclusive

Searches of the Copyright Office catalogs and records are useful in helping
to determine the copyright status of a work, but they cannot be regarded as
conclusive in all cases. The complete absence of any information about a
work in the Office records does not mean that the work is unprotected. The
following are examples of cases in which information about a particular work
may be incomplete or lacking entirely in the Copyright Office:

     -  Before 1978, unpublished works were entitled to protection under
        common law without the need of registration;

     -  Works published with notice prior to 1978 may be registered at any
        time within the first 28-year term;

     -  Works copyrighted between January 1, 1964, and December 31, 1977, are
        affected by the Copyright  Renewal Act of 1992, which  automatically
        extends the copyright term and makes renewal registrations optional.

     -  For works under copyright protection on or after January 1, 1978,
        registration  may  be  made  at  any  time  during  the  term  of
        protection.

     -  Although registration is not required as a condition of copyright
        protection, there are certain definite advantages to registration.

     -  Since searches are ordinarily  limited to registrations that have
        already  been  cataloged,  a search  report may not cover  recent
        registrations for which catalog records are not yet available. The
        information in the search request may not have been complete or
        specific enough to identify the work.  The work may have been
        registered under a different title or as part of a larger work.

Technology used in our businesses could become obsolete

The satellite television, cable and terrestrial broadcast industries are in
a rapid and continuing state of change as new technologies develop.
Similarly, the markets for conditional access systems, broadcast control
software and interactive television applications are characterized by rapid
technological change, evolving industry standards and frequent product
enhancements. Many digital broadcasters are seeking more sophisticated
software that will afford them greater flexibility in delivering content
such as films, sports events, Internet Web pages and other information to
viewers, and will enable them to offer interactive services, video-on-demand
and pay-per-view events to their subscribers. Our continued success will
depend, in part, upon our ability to acquire more content, and to market our
content in new technological environments in a timely and cost-effective
manner. We can make no promise that we will be able to keep pace with competing
technological developments.

Competition could reduce the market share of our businesses and harm our
financial performance

Competitors to satellite and other pay-TV businesses comprise a broad range
of companies engaged in communications, entertainment and services,
including satellite, cable and digital terrestrial television distributors,
television networks, telecommunications providers and home video products
companies, as well as companies developing new technologies and other
suppliers of news, information and entertainment. Competition from these
companies has increased over the past several years and we expect the
industry to undergo significant changes, including continued consolidation
in the cable and broadband markets, the growth of digital cable systems and
the expansion of digital broadcasting.

In addition, the expansion of our platforms to include interactive
applications will bring them into competition with new providers. Other
providers may deliver competing interactive services to televisions,
personal computers or wireless devices. We cannot assure you that our
businesses will be able to compete successfully against current and
prospective providers of competing services.

Acquisition of Footage

We are not certain that we will be able to acquire enough hours of footage.
In order to operate our nostalgic sports channel on a 24 hour per day, 7 day
per week basis, we will need approximately 4,300 hours of content for the
first two years. We currently have only approximately 7,000 hours, but are
in negotiations to acquire an additional approximately 7,500 hours.
Although we believe that we will have at least 10,000 hours by the end of
2003, there is no guarantee that we will achieve this, and if we are not
successful in achieving this level of acquisition, we may be forced to
repeat programs more often, which could lead to a drop off in viewers.

ITEM 7.  FINANCIAL STATEMENTS
                        Index to Financial Statements

                                                                    Page No.

Report of Independent Certified Public Accountants                       F-3

Consolidated Balance Sheets at December 31, 2002 and 2001                F-4

Consolidated Statements of Losses for the two
years ended December 31, 2002 and 2001, and for
the period July 29, 1997 (date of inception) to
December 31, 2002                                                       F-5

Consolidated Statements of Deficiency in
Stockholders' Equity for the two years ended
December 31, 2002 and 2001, and for the period
July 29, 1997 (date of inception) to December 31, 2002            F-6 - F-9

Consolidated Statements of Cash Flows for the two
years ended December 31, 2002 and 2001, and for
the period July 29, 1997  (date of inception) to
December 31, 2002                                               F-10 - F-11

Notes to Consolidated Financial Statements                     F-12 - F-29

                                      F-2


                  RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                      CERTIFIED PUBLIC ACCOUNTANTS

            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Cavalcade of Sports Media, Inc.
Del Mar, California

     We have audited the accompanying consolidated balance sheets of
Cavalcade of Sports Media, Inc. and its wholly-owned subsidiaries
(the "Company"), a development stage Company, as of December 31, 2002
and 2001 and the related consolidated statements of losses,
deficiency in stockholders' equity, and cash flows for the years then
ended and for the period July 29, 1997 (date of inception) 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 upon 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
misstatements.  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 our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of the Company as of December 31, 2002 and 2001,
and the results of its operations and its cash flows for the two
years then ended, and from July 29, 1997 (date of inception) to
December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

     The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.  As
discussed in Note M to the consolidated financial statements, the
Company has suffered recurring losses from operations, is in default
under the terms of its debt obligations and has not established a
source of revenue. This raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these
matters are also described in Note M.  The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

/s/ RUSSELL BEDFORD STEFANOU
MIRCHANDANI LLP
Russell Bedford Stefanou
Mirchandani LLP
Certified Public Accountants
McLean, Virginia
April 28, 2003

                                    F-3

                     CAVALCADE OF SPORTS MEDIA, INC.
                       (A development stage company)
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 2002 and 2001

                                                       2002          2001

ASSETS
Current assets:
Cash and equivalents                                 $     4,295    $   15,459
Other receivable                                               -        30,000
Total current assets                                       4,295        45,459

Property, plant and equipment:
Office furniture, net                                      1,010         1,350

Other assets:
Film library, at cost (Note D)                           372,304       522,577
Goodwill, net of amortization of
$ 0 at December 31, 2002 and
$196,185 at December 31, 2001 (Note C)                         -       294,282
Total other assets                                       372,304       816,859

                                                         377,609       863,668

             LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses (Note E)           483,158       318,419
Other accrued liabilities (Note J)                       380,000       380,000
Note payable (Note F)                                    983,165     1,084,415
Advances from officers (Note G)                          184,955       193,799
Other advances                                            45,000        45,000
Total current liabilities                              2,076,278     2,021,633

Commitments and contingencies (Note L)                         -             -

Deficiency in Stockholders' Equity:
Preferred stock, par value,
$0.001 per share; 10,000,000
shares authorized; none issued
and outstanding at December 31,
2002 and 2001 (Note J)                                         -             -
Common stock, par value, $0.001
per share; 100,000,000 shares
authorized; 18,741,014 and
11,430,972 shares issued at
December 31, 2002 and December
31, 2001, respectively (Note J)                           18,741        11,431
Additional paid-in-capital                             6,258,574     1,595,973
Deficit accumulated during development stage          (7,975,984)   (2,765,370)
Total deficiency in stockholders' equity              (1,698,669)   (1,157,966)

                                                         377,609       863,667

        See accompanying notes to consolidated financial statements

                                     F-4

                         CAVALCADE OF SPORTS MEDIA, INC.
                           (A development stage company)
                         CONSOLIDATED STATEMENTS OF LOSSES

                                                            For the Period
                                                             July 29, 1997
                                           December 31     (Date of Inception)
                                        2002        2001     to Dec 31 2002

Costs and Expenses:
Selling, general and administrative    $ 4,740,733 $  886,045    $  6,735,586
Impairment loss (Note J)                    62,500          -          62,500
Depreciation and amortization expense          340     98,432         196,865
Total costs and expenses                 4,803,573    984,477       6,994,951

Loss from operations                    (4,803,573)  (984,477)     (6,994,951)

Other income (expenses)                    109,992          -         114,758
Interest income (expenses)                (222,751)  (273,107)       (527,578)
                                          (112,759)  (273,107)       (412,820)

Loss from continuing operations, before
income taxes and discontinued
 operations                             (4,916,332) (1,257,584)    (7,407,771)
Income (taxes) benefit                           -           -              -

Loss from continuing
operations, before
discontinued operations                 (4,916,332) (1,257,584)    (7,407,771)
Loss from discontinued
operations                                       -           -       (352,905)
Income (loss) on
disposal of discontinued
operations, net                                  -           -         78,974

Net loss                                (4,916,332) (1,257,584)    (7,681,702)

Cumulative effect of
accounting change (Note C)                (294,282)          -       (294,282)

Net loss applicable to common shares    (5,210,614) (1,257,584)    (7,975,984)

Income (loss) per common
share (basic and
assuming dilution) (Note I)                  (0.36)      (0.11)         (0.87)
Continuing operations                        (0.36)      (0.11)         (0.84)
Discontinued operations                          -           -          (0.03)

Weighted average shares outstanding     14,491,094  11,262,352      9,177,856

          See accompanying notes to consolidated financial statements

                                      F-5

                         CAVALCADE OF SPORTS MEDIA, INC.
                          (A development stage company)
         CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
  FOR THE PERIOD JULY 29, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2002



<TABLE>
<CAPTION>
                                                                                 Deficit
                                                                                 Accumu
                                                                                 lated
                                                                     Add'l       during
                         Preferred    Stock      Common     Stock    Paid in     dev.      Treasury
                          Shares      Amount     Shares     Amount   Capital     stage      Stock     Total
<S>                      <C>          <C><       <C>        <C>      <C>         <C>       <C>        <C>
Shares issued at date of
inception (July 29, 1997)
to founders in exchange
for contribution of
organization costs valued
@ $.91 per shares,
as restated                      -         -        12,657      12     11,541          -        -  $ 11,553
Net Loss                         -         -             -       -          -          -        -         -
Balance at December 31
1997 as restated                 -         -        12,657      12     11,541          -        -    11,553
Shares issued January 1, 1998
in exchange for Gemma Global,
Inc., valued @ $.001 per
shares, as restated              -         -            10       -          -          -        -         -
Shares issued December 22,
1998 to consultants in
exchange for services valued
@ $.002 per shares               -         -     1,112,500   1,113        889          -        -     2,002
Shares issued December 22,
1998 to President in exchange
for debt valued @ $.002 per
shares                           -         -     8,333,333   8,333      6,667          -        -    15,000
Operating expenses incurred
by principal shareholder         -         -            -        -      8,925          -        -    8,925
Net Loss                         -         -            -        -          -    (212,773)      - (212,773)
Balance at December 31
 1998                            -         -    9,458,500    9,458     28,022    (212,773)      - (175,293)
Shares issued on April 13,
1999 for cash in connection
with private placement @
$1.00 per share                  -         -        4,000        4      3,996           -       -    4,000
Shares issued on April 13,
1999 to consultants in
exchange for services valued
@ $1.00per share                 -         -      180,000      180    179,820           -      -   180,000
Shares issued May 28, 1999 in
exchange for services valued
@ $.001 per share           855,000      855            -        -          -           -      -       855
Contribution of shares to
treasury on September 30,
1999 by principal
shareholder                       -        -   (2,821,440)       -      2,821           -  (2,821)       -
Shares issued on November 12,
1999 for cash in connection
with private placement @ $.10
per share                         -        -    1,000,000    1,000     99,000           -       -  100,000
Release of shares held in
treasury and acquisition of
Cavalcade of Sports Network,
Inc on December 16, 1999          -        -    2,821,440        -    279,323           -   2,821  282,144
Operating expenses incurred
by principal shareholder          -        -            -        -      6,000           -       -    6,000
Net Loss                          -        -            -        -          -    (438,045)      - (438,045)
Balance at December 31
1999                        855,000      855   10,642,500   10,642    598,982    (650,818)      -  (40,339)

                                             F-6

Shares issued in March 2000
in exchange for debt @ $1.25
per share                         -        -      61,798        62     77,185          -        -   77,247
Shares issued March 28, 2000
in exchange for services @
$1.25 per share                   -        -       2,100         2      2,623          -        -    2,625
Shares issued April 27, 2000
in exchange for services @
$1.25 per share                   -        -       7,500         8      9,367          -        -    9,375
Shares issued May 8, 2000 in
exchange for services @ $1.25
per share                         -        -      12,500        13     15,612          -        -   15,625
Shares issued May 17, 2000 in
exchange for services @ 1.25
per share                         -        -      25,000        25     31,225          -        -   31,250
Shares issued June 2000 in
exchange for debt @ $1.25 per
share                             -        -       4,000         4      4,996          -        -    5,000
Shares issued June 2000 in
exchange for services @ $1.25
per share                         -        -      17,666        18     22,065          -        -   22,083
Shares issued July 25, 2000
in exchange for debt @ $1.25
per share                         -        -       1,000         1      1,249          -        -    1,250
Shares issued August 2000, in
exchange for services @ $1.25
per share                         -        -      65,000        65     81,185          -        -   81,250
Conversion of preferred stock
on September 18, 2000       (855,000)    (855)         -         -          -          -        -     (855)
Shares issued October 13,
2000, in exchange for
services @ $1.25 per share         -        -      1,060         1      1,324          -        -    1,325
Shares issued October 30,
2000 in exchange for services
@ $1.25 per share                  -        -     20,000        20     24,980          -        -   25,000
Shares issued November 9,
2000 in exchange for services
@ $1.25 per share                  -        -      2,500         2      3,123          -        -    3,125
Shares issued December 1,
2000 in exchange for services
@ $1.25 per share                  -        -        500         -        625          -        -      625
Operating expenses incurred
by principal shareholder           -        -          -         -      6,000          -        -    6,000
Net Loss                           -        -          -         -          -    (856,968)      - (856,968)
Balance at December 31,
2000                               -        - 10,863,124    10,863    880,541  (1,507,786)      - (616,382)

                                                F-7

Shares issued in January
2001, in exchange for
services @ $1.25 per share         -        -    200,000       200    249,800           -       -  250,000

Shares issued in April 2001,
in exchange for services @
$1.25 per share                    -        -    120,000       120    149,880           -       -  150,000

Shares issued in April 2001,
in exchange for advances from
officers @ $1.25 per share         -        -    100,000       100    124,900           -       -  125,000

Shares issued in  August
2001, in exchange for
services @ $1.25 per share         -        -     75,000        75     93,675           -       -   93,750

Shares issued in  August
2001, in exchange for
services @ $1.25 per share         -        -     30,000        30     37,470           -       -   37,500

Fractional shares cancelled
in August, 2001                    -        -       (152)        -          -           -       -        -

Shares canceled  in November
2001                               -        -    (20,000)      (20)   (24,980)          -       -  (25,000)

Shares issued in December
2001, in exchange for
services @ 1.25 per share          -        -     63,000        63     78,687           -       -   78,750

Operating expenses incurred
by principal shareholder           -        -          -         -      6,000           -       -    6,000

Net loss at December 31, 2001     -        -          -         -          -   (1,257,584)     -(1,257,584)

Balance at December 31, 2001      -        -  11,430,972   11,431  1,595,973   (2,765,370)     -(1,157,966)

                                             F-8

Shares issued in January 2002, in
exchange for investment at $1.25
per share                          -        -    50,000       50      62,450           -       -    62,500

Shares issued in March 2002, in
exchange for services at $1.25 per
share                              -        -   250,000      250     312,250           -       -   312,500

Shares issued in June 2002, in
exchange for services at
approximately $1.25 per share      -        -   566,700      567     757,808           -       -   758,375

Shares issued in June 2002, in
exchange for debt at $1.25 per
share                              -        -    80,000       80      99,920           -       -   100,000

Shares issued in July 2002, in
exchange for services at
approximately $.3614 per share     -        -    21,500       22       7,749           -       -     7,770

Shares issued in July 2002, in
connection with acquisition of
Cineports.com, Inc. at
approximately $.25 per share       -       -  4,789,582    4,790   1,192,607           -       -  1,197,396

Shares issued in August 2002, in
exchange for services at
approximately $.3614 per share     -       -    64,000        64      23,065           -       -     23,129

Shares issued in September 2002,
in exchange for services at
approximately $.3614 per share     -       -   300,000       300     108,120           -       -    108,420

Shares issued in October 2002, in
exchange for services at
approximately $.3895 per share     -       -   120,000       120      46,620           -       -     46,740

Shares issued in October 2002 for
cash in connection with private
placement at $.2313 per share      -       -   540,540       541     124,459           -       -    125,000

Shares issued in October 2002, in
exchange for interest at
approximately $.3895 per share     -       -    15,200        15       5,905           -       -      5,920

Shares issued in November 2002, in
exchange for services at
approximately $.29 per share       -       -    50,000        50      14,450           -       -     14,500

Shares issued in November 2002 for
cash in connection with private
placement at $.34 per share        -       -    30,000        30      10,170           -       -     10,200

Shares issued in November 2002 for
cash in connection with private
placement at $.25 per share        -       -   120,000       120      29,880           -       -     30,000

Shares issued in November 2002, in
exchange for debt at $1.25 per
share                              -       -    26,000        26      32,474           -       -     32,500

Shares issued in November 2002, in
exchange for interest at $1.25 per
share                              -       -     6,520         7       8,143           -       -      8,150

Shares issued in December 2002, in
exchange for services at
approximately $.4085 per
share                              -       -   280,000       280     114,100           -       -    114,380

Warrants issued in connection with
acquisition of Cineports.com, Inc.
(Note K)                           -       -         -         -   1,051,065           -       -  1,051,065
Options issued in exchange for
services rendered (Note K)         -       -         -         -     661,365           -       -    661,365

Net loss                           -       -         -         -           -  (5,210,614)      -(5,210,614)
Balance at December 31
2002                               -       -  18,741,014  18,741   6,258,574  (7,975,984)      -(1,698,669)
</TABLE>



              See accompanying notes to consolidated financial statements

                                         F-9

                         CAVALCADE OF SPORTS MEDIA, INC.
                           (A development stage company)
                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                            For the Period
                                                             July 29, 1997
                                           December 31     (Date of Inception)
                                        2002        2001     to Dec 31 2002

Cash flows from operating activities:
Net loss for the period from
continuing operations                 $ (5,210,614) $(1,257,584)  $ (7,702,053)
Loss from discontinued operations                -            -       (352,905)
Disposal of business segment, net                -            -         78,974
Adjustments to reconcile net
losses  to net cash provided by
(used in) operating activities:

Cumulative effect of accounting
change (Note C)                           294,282            -         294,282
Depreciation and amortization                 340       98,432         196,865
Organization and acquisition
costs expensed                                  -            -          11,553
Common stock issued in exchange
for services (Note J)                   1,385,814      585,000       2,356,652
Common stock issued for
acquisition of Cineports (Note J)       1,197,396            -       1,197,396
Common stock issued in exchange
for debt (Note J)                               -      125,000         233,498
Common stock issued in exchange
for interest (Note J)                      14,070            -          14,070
Preferred stock issued in
exchange for services                           -            -             855
Conversion of preferred stock                   -            -            (855)
Stock options issued in exchange
for services rendered (Note K)            661,365            -         661,365
Warrants issued in connection
with acquisition of Cineports
(Note K)                                1,051,065            -       1,051,065
Write off of acquired asset                     -            -           5,000
Write off of un-collectable other
receivable (Note G)                        30,000            -          30,000
Debt forgiveness from creditors
(Note E)                                 (139,992)           -        (139,992)
Write off of capitalized
production costs (Note D)                 150,273            -         150,273
Impairment loss of other
investment paid with common stock
(Note J)                                   62,500            -          62,500
Expenses paid by principal
shareholder                                     -        6,000          26,925
Expenses paid by shareholders in
exchange for common stock                       -            -          25,000
(Increase) decrease in:
Other receivable                                -      (25,000)        (30,000)
Increase (decrease) in:
Accounts payable and accrued
expenses, net                             304,731      106,525         393,570
Net cash used in operating
activities                               (198,770)    (361,627)     (1,435,962)

Cash flows from investing activities:
Acquisition of film library and
footage production costs                        -     (129,825)       (183,080)
Acquisition of office furniture                 -       (1,690)         (1,690)
Cash acquired in connection with
acquisition                                     -            -          35,207
Net cash used in investing
activities                                      -     (131,515)       (149,563)

Cash flows from financing activities:
Advances from officer, net of
repayments (Note G)                        (8,844)    (123,654)        184,955
Other advances, net                             -       45,000          45,000
Proceeds from issuance of notes
payable (Note F)                           31,250      527,415       1,115,665
Proceeds from issuance of common
stock (Note J)                            165,200            -         244,200
Net cash provided by financing
activities                                187,606      448,761       1,589,820

Net increase (decrease)  in cash
and equivalents                           (11,164)     (44,381)          4,295
Cash and cash equivalents at the
beginning of the period                    15,459       59,840               -
Cash and cash equivalents at the
end of the period                           4,295       15,459           4,295

                                        F-10

Supplemental Disclosures of
Cash Flow Information:

Cash paid during the period for interest       -            -               -
Cash paid during the period for taxes          -            -               -
Common Stock issued for services       1,385,814      585,000       2,356,652
Common Stock issued in
connection with acquisition
of Cineports                           1,197,396            -       1,197,396
Conversion of preferred stock                  -            -            (855)
Preferred Stock issued in
exchange for services                          -            -             855
Contribution of shares to
treasury by principal
shareholder                                    -            -          (2,821)
Common Stock issued in
exchange for debt                        132,500      125,000         365,998
Common stock issued in
exchange for interest                     14,070            -          14,070
Stock options issued in
exchange for services rendered           661,365            -          661,365
Warrants issued in connection
with acquisition of Cineports          1,051,065            -        1,051,065
Acquisition of Cavalcade of
Sports Network, Inc.:
Assets acquired                                -            -          379,704
Goodwill                                       -            -          490,467
Accumulated deficit                            -            -                -
Liabilities assumed                            -            -         (588,027)
Common stock Issued                            -            -         (282,144)
Net cash paid for acquisition                  -            -                -
Liabilities disposed of in
disposition of business, net                   -            -           78,974
Net cash received in
disposition of business                        -            -                -
Acquisition of Cineports.com, Inc:
Common Stock issued                   (1,197,396)           -       (1,197,396)
Warrants issued                       (1,051,065)           -       (1,051,065)
Assets acquired                                -            -                -
Liabilities assumed                            -            -                -
Acquisition costs                      2,248,461            -        2,248,461
Net cash paid for acquisition                  -            -                -

         See accompanying notes to consolidated financial statements

                                        F-11

                           CAVALCADE OF SPORTS MEDIA, INC.
                             (A development stage company)
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 2002 AND 2001

NOTE A-SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the
preparation of the accompanying financial statements follows.

Business and Basis of Presentation

Cavalcade of Sports Media, Inc. (the "Company") is in the development
stage and its efforts have been principally devoted to developing a
sports entertainment business, which will provide 24 hours per day
broadcasting from a library of nostalgic sports films and footage to
paid subscribers.  To date the Company has generated no revenues, has
incurred expenses, and has sustained losses.  Consequently, its
operations are subject to all risks inherent in the establishment of
a new business enterprise.  For the period from inception through
December 31, 2002, the Company has accumulated losses of $7,975,984.

In July 2002, the Company acquired Cineports.com, Inc. ("Cineports"), a
Nevada corporation, through a Plan and Agreement of Merger
("Agreement"). Pursuant to the Agreement, Cineports became a wholly-
owned subsidiary of the Company (Note B). Cineports was engaged in the
acquisition of distribution agreements with several foreign film
libraries to sell films to homeowners, on a pay-per-view basis via
broadband.  In November 2002, the Company formed a wholly-owned
subsidiary, Sports Broadcasting Network, Inc. ("Sports Broadcasting"),
under the laws of the State of Nevada. In December of 2002, the Company
acquired newly formed Butori Broadcasting, Inc. ("Burtori") which is now
also a wholly owned subsidiary.Subsequently, Butori changed its name to Ethnic
Broadcasting Company, Inc.

The consolidated financial statements include the accounts of
Cavalcade of Sports Media, Inc. and its wholly-owned subsidiaries,
Cavalcade of Sports Network, Inc, Cineports.com, Inc., Sports
Bradcasting Network, Inc., and Ethnic Broadcasting Company, Inc.
Significant intercompany transactions and accounts have been
eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers
all highly liquid debt instruments purchased with a maturity date of
three months or less to be cash equivalents.

Property and Equipment

Property and equipment is stated at cost. Depreciation is calculated
using the straight-line method over the estimated useful lives of the
assets.

                                     F-12

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards
No. 144 ("SFAS 144"). The Statement requires that long-lived assets
and certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Events relating to recoverability may include significant unfavorable
changes in business conditions, recurring losses, or a forecasted
inability to achieve break-even operating results over an extended
period.  The Company evaluates the recoverability of long-lived
assets based upon forecasted undercounted cash flows. Should an
impairment in value be indicated, the carrying value of intangible
assets will be adjusted, based on estimates of future discounted cash
flows resulting from the use and ultimate disposition of the asset.
SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

Income Taxes

The Company has implemented the provisions on Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109").  SFAS 109 requires that income tax accounts be computed using
the liability method. Deferred taxes are determined based upon the
estimated future tax effects of differences between the financial
reporting and tax reporting bases of assets and liabilities given the
provisions of currently enacted tax laws.

Net Loss Per Common Share

The Company computes earnings per share under Financial Accounting
Standard No. 128, "Earnings Per Share" ("SFAS 128"). Net loss per
common share is computed by dividing net loss by the weighted average
number of shares of common stock and dilutive common stock equivalents
outstanding during the year. Dilutive common stock equivalents consist
of shares issuable upon conversion of convertible preferred shares and
the exercise of the Company's stock options and warrants (calculated
using the treasury stock method). During 2002 and 2001, common stock
equivalents are not considered in the calculation of the weighted
average number of common shares outstanding because they would be
anti-dilutive, thereby decreasing the net loss per common share.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Revenue Recognition

The Company will follow a policy of recognizing revenues in the
period the service is provided.

                                  F-13

Advertising

The Company follows the policy of charging the costs of advertising
to expenses as incurred. The Company incurred no advertising costs
during the years ended December 31, 2002 and 2001, and for the period
from July 29, 1997 (date of inception) to December 31, 2002.

Research and Development

The Company accounts for research and development costs in accordance
with the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 2 ("SFAS 2"), "Accounting for
Research and Development Costs".  Under SFAS 2, all research and
development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as
incurred.  Third-party research and developments costs are expensed
when the contracted work has been performed or as milestone results
have been achieved.  Company-sponsored research and development costs
related to both present and future products are expensed in the
period incurred.  The Company incurred no expenditures on research
and product development for 2002, 2001, and the period from July 29,
1997 (date of inception) to December 31, 2002.

Liquidity

To date the Company has generated no sales revenues, has incurred
expenses, and has sustained losses.  As shown in the accompanying
consolidated financial statements, the Company incurred a net loss of
$5,210,614 during the year ended December 31, 2002 and $1,257,584
during the year ended December 31, 2001. The Company's current
liabilities exceeded its current assets by $2,071,983 as of December
31, 2002. For the period from inception through December 31, 2002, the
Company has accumulated losses of $7,975,984. Consequently, its
operations are subject to all risks inherent in the establishment of a
new business enterprise.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject
the Company to concentrations of credit risk, consist primarily of
cash, cash equivalents and related party receivables.  The Company
places its cash and temporary cash investments with credit quality
institutions.  At times, such investments may be in excess of the
FDIC insurance limit. The Company periodically reviews its trade
receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $0 at December 31, 2002 and 2001.

                                   F-14

Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income," establishes standards for reporting
and displaying of comprehensive income, its components and
accumulated balances.  Comprehensive income is defined to include all
changes in equity except those resulting from investments by owners
and distributions to owners.  Among other disclosures, SFAS 130
requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements.  The Company does not have
any items of comprehensive income in any of the periods presented.

Stock Based Compensation

In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148 ("SFAS 148"), "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123."
This statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends
the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has chosen
to continue to account for stock-based compensation using the
intrinsic value method prescribed in APB Opinion No. 25 and related
interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the
Company's stock at the date of the grant over the exercise price of
the related option. The Company has adopted the annual disclosure
provisions of SFAS No. 148 in its financial reports for the year
ended December 31, 2002 and will adopt the interim disclosure
provisions for its financial reports for the quarter ended March 31,
2003. The Company has no awards of stock-based employee compensation
outstanding at December 31, 2002.

Segment Information

Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131")
establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected
information for those segments to be presented in interim financial
reports issued to stockholders.  SFAS 131 also establishes standards
for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise
about which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision-making
group, in making decisions how to allocate resources and assess
performance.  The information disclosed herein materially represents
all of the financial information related to the Company's principal
operating segment.

Reclassifications

Certain reclassifications have been made in prior year's financial
statements to conform to classifications used in the current year.

                                    F-15

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business
Combinations" (SFAS No. 141), and Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142). The FASB also issued Statement of Financial Accounting Standards
No. 143, "Accounting for Obligations Associated with the Retirement of
Long-Lived Assets" (SFAS No. 143), and Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144) in August and October
2001, respectively.

SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the pooling-
of-interest method. The adoption of SFAS No. 141 had no material
impact on the Company's consolidated financial statements.

Effective January 1, 2002, the Company adopted SFAS No. 142. Under the
new rules, the Company will no longer amortize goodwill and other
intangible assets with indefinite lives, but such assets will be
subject to periodic testing for impairment. On an annual basis, and
when there is reason to suspect that their values have been diminished
or impaired, these assets must be tested for impairment, and write-
downs to be included in results from operations may be necessary. SFAS
No. 142 also requires the Company to complete a transitional goodwill
impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the
transitional goodwill impairment test will be recorded as a cumulative
effect of a change in accounting principle no later than the end of
fiscal year 2002. The adoption of SFAS No. 142 had no material impact
on the Company's consolidated financial statements

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal
obligations associated with the retirement of tangible long-lived
assets. SFAS No. 143 is effective in fiscal years beginning after June
15, 2002, with early adoption permitted. The Company expects that the
provisions of SFAS No. 143 will not have a material impact on its
consolidated results of operations and financial position upon
adoption. The Company plans to adopt SFAS No. 143 effective January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment
or disposal of long-lived assets, including discontinued operations.
SFAS No. 144 superseded Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" (SFAS No. 121), and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144
had no material impact on Company's consolidated financial statements.

                                    F-16

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This Statement rescinds FASB Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt", and an
amendment of that Statement, FASB Statement No. 64, "Extinguishments
of Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement
No. 44, "Accounting for Intangible Assets of Motor Carriers". This
Statement amends FASB Statement No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-
leaseback transactions. The Company does not expect the adoption to
have a material impact to the Company's financial position or results
of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses
financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." The provisions of this
Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged.
The Company does not expect the adoption to have a material impact to
the Company's financial position or results of operations.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", which removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9 and requires that those transactions be accounted for
in accordance with  Statements No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets.  In addition, this
Statement amends SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship intangible assets of financial institutions such
as depositor- and borrower-relationship intangible assets and credit
cardholder intangible assets. The requirements relating to
acquisitions of financial institutions is effective for acquisitions
for which the date of acquisition is on or after October 1, 2002. The
provisions related to accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets are
effective on October 1, 2002.  The adoption of this Statement did not
have a material impact to the Company's financial position or results
of operations as the Company has not engaged in either of these activities.

                                         F-17

In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", which amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method
used on reported results.  The transition guidance and annual
disclosure provisions of Statement 148 are effective for fiscal years
ending after December 15, 2002, with earlier application permitted in
certain circumstances. The interim disclosure provisions are effective
for financial reports containing financial statements for interim
periods beginning after December 15, 2002.  The adoption of this
statement did not have a material impact on the Company's financial
position or results of operations as the Company has not elected to
change to the fair value based method of accounting for stock-based
employee compensation.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities." Interpretation 46 changes the criteria
by which one company includes another entity in its consolidated
financial statements. Previously, the criteria were based on control
through voting interest. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's
residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to
variable interest entities created after January 31, 2003. The
consolidation requirements apply to older entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the
disclosure requirements apply in all financial statements issued after
January 31, 2003, regardless of when the variable interest entity was
established. The Company does not expect the adoption to have a
material impact to the Company's financial position or results of
operations.

NOTE B - BUSINESS COMBINATIONS

In July 2002, the Company acquired Cineports.com, Inc. ("Cineports")
through an Agreement and Plan of Merger ("Agreement"). Pursuant to the
Agreement, Cineports became a wholly-owned subsidiary of the Company.

In connection with the acquisition of Cineports, the Company issued
to Cineports's shareholders a total of 4,789,582 shares, or
$1,197,396 (see Note J), of the Company's restricted common stock.
The Company also agreed to issue to Cineports's shareholders
6,182,733 warrants, or $1,051,065 (see Note K), each giving the
holder the right to purchase a share of the Company's common stock,
within a two-year period after issuance, at an exercise price of
$1.20 per share.

                                    F-18

Cineports has no assets and liabilities and has no business
activities as of December 31, 2002. The excess of the aggregate
purchase price over the fair market value of net assets acquired was
recorded as acquisition costs and expensed in the period incurred.
The acquisition is being accounted for as a purchase in accordance
with APB 16, and accordingly, the operating results of the acquired
company have been included in the Company's financial statements
since the date of acquisition.

The following summarizes the acquisition of Cineports:

Issuance of 4,789,582 shares of common stock          $    (1,197,396)
Issuance of 6,182,733 warrants                             (1,051,065)
Assets acquired                                                     -
Liabilities assumed                                                 -
Acquisition costs                                           2,248,461

                                                      $             -

NOTE C - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF SFAS 142

In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 addresses
financial accounting and reporting for business combinations. This
statement requires the purchase method of accounting to be used for all
business combinations, and prohibits the pooling-of-interests method of
accounting. This statement is effective for all business combinations
initiated after June 30, 2001 and supercedes APB Opinion No. 16,
"Business Combinations" as well as Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises."

SFAS 142 addresses how intangible assets that are acquired
individually or with a group of other assets should be accounted for
in financial statements upon their acquisition. This statement
requires goodwill amortization to cease and for goodwill to be
periodically reviewed for impairment for fiscal years beginning after
December 31, 2001. SFAS No. 142 supercedes APB Opinion No. 17,
"Intangible Assets." The Company adopted the provisions of this
standard for its second quarter of fiscal 2002.

Upon adoption of SFAS 142 in the second quarter of 2002, the Company
recorded a one-time, non-cash charge of $294,282 to reduce the
carrying value of its goodwill. Such charge is non-operational in
nature and is reflected as a cumulative effect of an accounting change
in the accompanying consolidated statement of losses. In calculating
the impairment charge, the fair value of the impaired reporting unit
was estimated at the fair value of assets underlying the business,
thereby eliminating the goodwill element entirely.

                                      F-19

The following table presents the impact of SFAS 142 on net income
(loss) and net income (loss) per share had SFAS 142 been in effect for
the year ended December 31, 2002 and 2001, and for the period from
July 29, 1997 (date of inception) to December 31, 2002:


                                                            For the Period
                                                             July 29, 1997
                                           December 31     (Date of Inception)
                                        2002        2001     to Dec 31 2002

Net Loss                              $(5,210,614) $(1,257,584)   $(7,975,984)
Adjustments:
Amortization of goodwill                        -       98,092        196,185
Impairment of goodwill                    294,282            -        294,282
Adjusted net (loss)                    (4,916,332)  (1,159,492)    (7,485,517)
Shares used to compute basic and
diluted net loss per common share      14,491,094   11,262,352      9,177,856
Adjusted basic and diluted net
loss per common share                       (0.34)       (0.10)         (0.82)
Reported basic and diluted net
loss per common share                       (0.36)       (0.11)         (0.87)

NOTE D - FILM LIBRARY

The Company's film library is comprised of nostalgic sports film and
footage. Cost principally consists of direct acquisition costs of the
films and footage of previously televised programs and events, post-
production costs, and production overhead. The Company follows a
policy to start amortizing its film library once the footage is ready
for distribution.  As of December 31, 2002 and 2001, direct
acquisition cost of the films was $372,304, and post production cost
capitalized was $150,273. The Company management believes that the
direct acquisition cost of the film library has not been impaired as
of December 31, 2002. However, the company did not have any
production activities for the year ended December 31, 2002, and does
not anticipate to completing the production of the footages for
distribution in the near future, due to lack of working capital. The
Company therefore recognized a charge of $150,273 on the capitalized
production costs to its operations for the year ended December 31,
2002 to reduce the carrying value of its film library.

NOTE E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at December 31, 2002 and
2001 are as follows:

                                                   2002           2001

Accounts payable                                 $   82,811    $   124,602
Accrued interest                                    400,347        191,666
Other                                                     -          2,151
Total                                               483,158        318,419

For the year ended December 31, 2002, one of the Company creditors
agreed to reduce the balance due and legally released the Company
from its obligation of $139,992. The Company recorded the amount as
other income in connection with the extinguishment of the payable.

                                     F-20

NOTE F - NOTES PAYABLE

Notes payable at December 31, 2002 and 2001 are as follows:


                                                   2002           2001

12 % convertible subordinated
payable, unsecured and due December
31, 2000; Noteholder has the option
to convert unpaid note principal
together with accrued and unpaid
interest to the Company's common
stock thirty (30) days following the
effectiveness of the registration of
the Company's common stock under the
Securities Act of 1933 at a rate of
$1.25 per share. In the event the
unpaid principal amount of the notes,
together with any accrued and unpaid
interest, are not converted, or paid
in full by December 31, 2000, then
interest accrues at 18% per annum
until paid in full. The Company is in
default under the terms of the Note
Agreements.
                                                 $ 457,000      $ 457,000

12 % convertible subordinated
payable, unsecured and due December
31, 2001; Noteholder has the option
to convert unpaid note principal
together with accrued and unpaid
interest to the Company's common
stock thirty (30) days following the
effectiveness of the registration of
the Company's common stock under the
Securities Act of 1933 at a rate of
$1.25 per share.   In the event the
unpaid principal amount of the notes,
together with any accrued and unpaid
interest, are not converted, or paid
in full by December 31, 2001, then
interest accrues at 18% per annum
until paid in full. The Company is in
default under the terms of the Note
Agreements.                                        342,500        475,000

12 % convertible subordinated
payable, unsecured and due December
31, 2002; Noteholder has the option
to convert unpaid note principal
together with accrued and unpaid
interest to the Company's common
stock thirty (30) days following the
effectiveness of the registration of
the Company's common stock under the
Securities Act of 1933 at a rate of
$1.25 per share.   In the event the
unpaid principal amount of the notes,
together with any accrued and unpaid
interest, are not converted, or paid
in full by December 31, 2002, then
interest accrues at 18% per annum
until paid in full. The Company is in
default under the terms of the Note
Agreements.                                        31,250               -

Note payable on demand to accredited
investor; interest  payable monthly
at 18% per annum; unsecured;
guaranteed by the Company's President              52,415          52,415

Note payable on demand to accredited
investor; interest  payable monthly
at 18% per annum; unsecured;
guaranteed by the Company's President             100,000         100,000

                                                  983,165       1,084,415

Less: current portion                            (983,165)     (1,084,415)
                                                        -               -

Subsequent to the date of the financial statements, the Company
issued an aggregate of 756,793 shares of its common stock to 31
capital noteholders in exchange for a principal amount of $625,000
and unpaid interest.

                                    F-21

NOTE G - RELATED PARTY TRANSACTIONS

The Company's President has advanced funds to the Company for working
capital purposes since the Company's inception in July 1997.  No formal
repayment terms or arrangements exist. The net amount of the advances
due the Company's President at December 31, 2002 and 2001 were $184,955
and $ 193,799, respectively.

Included in other receivable at December 31, 2001 is $30,000 for
advances to the Company's principal shareholder.  For the year ended
December 31, 2002, it was determined that the advances are not
collectable and the full amount was charged to operations.

NOTE H - INCOME TAXES

Financial Accounting Standard No. 109 requires the recognition of
deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial
statement or tax returns.  Under this method, deferred tax liabilities
and assets are determined based on the difference between financial
statements and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.  Temporary differences between taxable income reported for
financial reporting purposes and income tax purposes are insignificant.

For income tax reporting purposes, the Company's aggregate unused net
operating losses approximate $7,900,000 which expire through 2022,
subject to limitations of Section 382 of the Internal Revenue Code, as
amended.  The deferred tax asset related to the carryforward is
approximately $2,686,000. The Company has provided a valuation reserve
against the full amount of the net operating loss benefit, because in
the opinion of management based upon the earning history of the
Company, it is more likely than not that the benefits will not be
realized. Due to significant changes in the Company's ownership, the
Company's future use of its existing net operating losses may be limited.

Components of deferred tax assets as of December 31, 2002 are as follows:

Non current:

Net operating loss carryforward               $ 2,686,000
Valuation allowance                            (2,686,000)
Net deferred tax asset                                  -

NOTE I - LOSSES PER SHARE

The following table presents the computation of basic and diluted
losses per share:

                                                            For the Period
                                                             July 29, 1997
                                           December 31     (Date of Inception)
                                        2002        2001     to Dec 31 2002

Net income loss available
to Common stockholders             $ (5,210,614) $  (1,257,584)  $ (7,975,984)
Basic and diluted earning
(loss) per share                          (0.36)         (0.11)         (0.87)
Continuing operations                     (0.36)         (0.11)         (0.84)
Discontinued operations                       -              -          (0.03)
Weighted average common
shares outstanding                   14,491,094     11,262,352      9,177,856

                                        F-22

Net loss per share is based upon the weighted average of shares of
common stock outstanding.  In December 1998, a one (1) for one
thousand (1,000) reverse stock split of the Company's common stock
was effected (See Note J).  Accordingly, all historical weighted
average share and per share amounts have been restated to reflect the
reverse stock split.

NOTE J - CAPITAL STOCK

The Company has authorized 10,000,000 shares if preferred stock, with
a par value of $.001 per share. As of December 31, 2002, the Company
has no preferred stock issued and outstanding. The company has
authorized 100,000,000 shares of common stock, with a par value of
$.001 per share. As of December 31, 2002 and 2001, the Company has
18,741,014 and 11,430,972 shares of common stock issued and
outstanding, respectively.

The Company's predecessor was Tren Property Corp., an inactive
company with no significant operations incorporated under the laws of
the State of Delaware in July 1997. The Company issued 11,553,100
shares of common stock to the initial shareholders in exchange for
initial organization costs. The stock issued was valued at $.001 per
share, which represents the fair value of the services received.

In April 1998, the shareholders of Tren Property Corp. exchanged all
of their outstanding shares on a share for share basis for shares of
the common stock of Gemma Global, Inc., an inactive company with no
significant operations, organized under the laws of the State of
Nevada ("Company"). The Company's sole asset was a License Agreement
granting the Company the right to manufacture and distribute women's
shoes. The Company issued 10,000 shares of common stock to the
shareholders of Gemma Global, Inc. in exchange for the License
Agreement. The stock issued was valued at $.001 per share, which
represents the fair value of the License Agreement. In 1998, Tren
Property Corp. changed its name to Gemma Global, Inc.

In December 1998, the Company's Board of Directors approved a one (1)
share for one thousand (1,000) share reverse stock split. The
accompanying consolidated financial statements have been restated to
give effect for the reverse split.

In December 1998, the Company issued 1,112,500 shares of common stock
to non-employees in exchange for legal and financial advisory
services rendered to the Company. The stock issued was valued at
approximately $.002 per share, which represents the fair value of the
services received, which did not differ materially from the value of
the stock issued.

In December 1998, the Company issued 8,333,333 shares of common stock
in exchange for a $ 15,000 loan payable to the Company's principal
shareholder and Chief Executive Officer. The shareholder subsequently
issued an aggregate of 2,625,000 of the shares of stock to certain
consultants deemed essential to the continuance of the Company's
principal business at the time, that of developing a shoe
manufacturing, sales and distribution enterprise. In accordance with
Staff Accounting Bulletin Topic 5-T, the Company accounted for the
consulting expense as a current expense and a corresponding capital
contribution. The stock issued was valued at $ 2,625, or
approximately $.001 per share, which represents the fair value of the
stock issued.

                                     F-23

In March 1999, the Company was renamed Pioneer 2000, Inc.  In
December 1999 the Company was renamed Cavalcade of Sports Media, Inc.

In April 1999, the Company issued 4,000 shares of common stock in
exchange for $ 4,000 in connection with a private placement memorandum.

In April 1999, the Company issued 180,000 shares of common stock to a
non-employee in exchange for financial advisory services rendered to
the Company. The stock issued was valued at $1.00 per share, which
represents the fair value of the stock issued, which did not differ
materially from the value of the services received.

In May 1999, the Company authorized and issued a series of 855,000
shares of the Company's preferred stock as convertible preferred
stock ("1999 Global Group Series") to the Company's management and
advisors who had been unsuccessful in developing the Company's shoe
apparel business segment in exchange for those individuals continuing
to devote their services to developing the shoe business segment. The
stock issued was valued at approximately $.001 per share, which
represents the fair value of the stock issued, which did not differ
materially from the value of the services rendered.

In December 1999, the Company issued 1,000,000 shares of common stock
in exchange for $75,000 and payment of $ 25,000 of Company expenses,
in connection with a private placement to accredited investors.

In connection with the acquisition of Cavalcade of Sports Network, Inc.
in December 1999, the Company assumed $ 380,000 of liability
representing advances by private investors to Cavalcade of Sports
Network, Inc. Subject to the Company registering its common stock, the
Company has agreed to offer shares of the Company's common stock to the
investors in exchange for the advances based upon the price per share
of the registration.

During the year ended December 31, 2000, the Company issued 66,798
shares of common stock in exchange for debts assumed by the Company in
connection with its acquisition of Cavalcade of Sports Network, Inc.
The Company valued the shares issued at $1.25 per share, which
approximated the fair value of the shares at the dates of issuance.

During the year ended December 31, 2000, the Company issued 153,826
shares of the Company's common stock to consultants in exchange for
services provided to the Company. The Company valued the shares issued
at $1.25 per share, which approximated the fair value of the shares
issued during the periods the services were rendered. The compensation
cost of $192,282 was charged to income during the year ended December
31, 2000.

During the year ended December 31, 2001, the Company issued 468,000
shares of the Company's common stock to consultants in exchange for
services provided to the Company.  The Company valued the shares issued
at $1.25 per share, which approximated the fair value of the shares
issued during the periods the services were rendered.  The compensation
cost of $585,000 was charged to income during the year ended December
31, 2001.

                                     F-24

During the year ended December 31, 2001, the Company issued 100,000
shares of the Company's common stock to the President of the Company in
exchange for monies advanced to the Company.  The Company valued the
shares issued at $ 1.25 per share, which approximated the fair value of
the shares at the date of issuance.

In connection with the acquisition of Cineports (see Note B), the
Company issued an aggregate of 4,789,582 shares of the Company's
restricted common stock to Cineports's shareholders in July 2002. The
shares were valued at approximately $.25 per share, which did not
differ materially from the fair value of the shares issued during the
period the acquisition occurred.

During the year ended December 31, 2002, the Company issued an
aggregate of 1,652,200 shares of common stock to consultants for
services in the amount of $1,385,814.  All valuations of common stock
issued for services were based upon the value of the services rendered,
which did not differ materially from the fair value of the Company's
common stock during the period the services were rendered. In addition,
the Company issued 106,000 shares of common stock in exchange for
$132,500 of previously incurred debt and 21,720 shares for $14,070 of
previously accrued interest. The Company also issued an aggregate of
690,540 shares of common stock in exchange for $165,200 net of costs
and fees and 50,000 shares for $62,500 of investment. The Company
determined the value of the investment was impaired and recorded an
impairment loss of $62,500 during 2002.

Share amounts presented in the consolidated balance sheets and
consolidated statements of stockholders' equity reflect the actual
share amounts outstanding for each period presented.

NOTE K - STOCK OPTIONS AND WARRANTS

Options

The following table summarizes the changes in options outstanding and
the related prices for the shares of the Company's common stock issued
to the Company consultants. These warrants were granted in lieu of
cash compensation for services performed to a non-employee, each
option giving the holder the right to purchase one share of the
Company's common stock.



<TABLE>
<CAPTION>
                              Options Outstanding
Options Exercisable
                                           Weighted Average                                     Weighted
                                             Remaining                                           Average
Exercise              Number                Contractual          Weighed Average    Number      Exercise
Prices              Outstanding              Life (Years)        Exercise Price   Exercisable     Price
<S>                 <C>                      <C>                 <C>               <C>           <C>
$     0.94           3,000,000                 1.00              $    0.94         2,000,000 $    0.94
      1.00             150,000                 1.22                   1.00           150,000      1.00
      2.00             200,000                 1.42                   2.00           200,000      2.00
      3.50             100,000                 1.33                   3.50           100,000      3.50
      5.00             100,000                 1.33                   5.00           100,000      5.00
                     3,550,000                 1.05              $    1.19         2,550,000 $    1.29
</TABLE>


                                         F-25

Transactions involving options issued to consultants are summarized as follows:



                                            Weighted          Number of Shares
                                             Average
                                            Price Per
                                               Share

Outstanding at January 1, 2001
   Granted                                        -                         -
   Exercised                                      -                         -
   Canceled or expired                            -                         -
Outstanding at December 31, 2001                  -                         -
   Granted                                3,550,000                      1.19
   Exercised                                      -                         -
   Canceled or expired                            -                         -
Outstanding at December 31, 2002          3,550,000                      1.19

The estimated value of the options granted to consultants was
determined using the Black-Scholes pricing model and the following
assumptions: contractual term of 2 years, a risk free interest rate of
1.67%, a dividend yield of 0% and volatility of 26%. The amount of the
expense charged to operations in connection with granting the options
was $661,365 and $0 for the year ended December 31, 2002 and 2001,
respectively.

Warrants

Pursuant to the Agreement and Plan of Merger ("Agreement") to acquire
Cineports (see Note B), the Company issued to Cineports's
shareholders 6,182,733 warrants, each giving the holder the right to
purchase a share of the Company's common stock.

The following table summarizes the changes in warrants outstanding and
the related prices for the shares of the Company's common stock. These
warrants were granted in lieu of cash compensation for acuqisition of
Cineports.



<TABLE>
<CAPTION>
                              Warrants Outstanding                                  Warrants Exercisable
                                           Weighted Average                                     Weighted
                                             Remaining                                           Average
Exercise              Number                Contractual          Weighed Average    Number      Exercise
Prices              Outstanding              Life (Years)        Exercise Price   Exercisable     Price
<S>                 <C>                      <C>                 <C>               <C>           <C>

$  1.20             6,182,733                  1.50                $     1.20        6,182,733  $     1.20
</TABLE>



                                         F-26

Transactions involving warrants issued to non-employees are summarized
as follows:

                                            Weighted          Number of Shares
                                             Average
                                            Price Per
                                               Share

Outstanding at January 1, 2001
   Granted                                           -                     -
   Exercised                                         -                     -
   Canceled or expired                               -                     -
Outstanding at December 31, 2001                     -                     -
   Granted                                   6,182,733                  1.20
   Exercised                                         -                     -
   Canceled or expired                               -                     -
Outstanding at December 31, 2002             6,182,733                  1.20

The estimated value of the warrants granted to Cineports shareholders
was determined using the Black-Scholes pricing model and the following
assumptions: contractual term of 2 years, a risk free interest rate of
1.67%, a dividend yield of 0% and volatility of 26%. The amount of the
expense charged to operations in connection with granting the warrants
was $1,051,065 and $0 for the year ended December 31, 2002 and 2001,
respectively.

NOTE L - COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office space in the residence of the Company's
President on a month-to-month basis in Del Mar, California at a rate of
approximately $3,200 per month. In accordance with Staff Accounting
Bulletin Topic 5-T, the Company accounted for the occupancy expense as
a current expense. Rental expenses charged to operations for the year ended
2002 and 2001 were $31,156 and $37,807, respectively.

Consulting Agreements

The Company has consulting agreements with outside contractors,
certain of whom are also Company stockholders, directors and
officers.  The Agreements are generally for a term of one to two
years from inception and renewable unless either the Company or
Consultant terminates such agreement by written notice.

                                     F-27

License Agreements

In December 2000, the Company entered into a license agreement with
Soccer Camps of America, Inc. The agreement granted the Company a
license to use, on satellite broadcast and cable broadcast 200 hours
of New York Cosmos games from 1976-1980 in the territory of the
United States of America, for a term of three years. The Company
agreed to pay a license fee of $200,000 and issue 50,000 stock
options to purchase 50,000 shares of the Company's common stock.  The
Company made a down payment of $9,000 during the year ended December
31, 2001 and granted the stock options in January 2002.

In June 2001, the Company entered into a license agreement with
Sekani, Inc. The agreement granted the Company a license to use on
Telstar 7 C-Band and Direct TV, for a term of two years, 500 episodes
of Telesports Digest Programs; each episode consisting of
approximately 1 hour of programming. The license fee is $500 per
episode, and $45,000 for costs of tape and dubbing to Digi-Beta with
shipping costs. The Company has not incurred any such fees as of
December 31, 2002.

Litigation

As described in Note F, the Company is in default under the terms of
its Capital Note Agreements. In December 2002, two of the Company's
capital noteholders filed a complaint against the Company in the
Supreme Court of the State of New York, Nassau County.  Subsequent to
the date of financial statements, the Court granted summary judgment in
favor of each noteholder in the amount of $35,774.16 plus interest at
18% per annum from September 4, 2002. As of December 31, 2002, the
Company has recorded all unpaid principal amount of the capital notes
and has accrued 18 % of interest on all principal amounts not paid in
full by maturity dates. Therefore, no additional liabilities need to
be recorded as a result of the judgment.

The Company is subject to other legal proceedings and claims, which
arise in the ordinary course of its business.  Although occasional
adverse decisions or settlements may occur, the Company believes that
the final disposition of such matters should not have a material
adverse effect on its financial position, results of operations or
liquidity.

NOTE M - GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
As shown in the accompanying financial statements during the years
ended December 31, 2002 and 2001, the Company incurred losses from
operations of $5,210,614 and $1,257,584, respectively.  In addition,
the Company is currently in default under the terms of the Capital Note
obligations (see Note F). These factors among others may indicate that
the Company will be unable to continue as a going concern for a
reasonable period of time.

The Company is actively pursuing additional equity financing through
discussions with investment bankers and private investors.  There can
be no assurance the Company will be successful in its effort to
secure additional equity financing.

                                   F-28

If operations and cash flows continue to improve through these
efforts, management believes that the Company can continue to
operate.  However, no assurance can be given that management's
actions will result in profitable operations or the resolution of its
liquidity problems.

The Company's existence is dependent upon management's ability to
develop profitable operations and resolve its liquidity problems.
Management anticipates the Company will attain profitable status and
improve its liquidity through the continued developing, marketing and
selling of its services and additional equity investment in the
Company.  The accompanying consolidated financial statements do not
include any adjustments that might result should the Company be unable
to continue as a going concern.

                                    F-29

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

Directors and Executive Officers. The position(s) held by each of our
executive officers and Directors as of April 9, 2002 are shown in the
following table. Biographical information for each is set forth
following the table.

Name                   Age       Position

Edward E. Litwak       61        President/CEO/Treasurer, Director

Robert Stulman         67        Secretary

Donald P. Parson       59        Director

Our directors serve for a one-year term or until successors are
elected and qualified. Our officers hold office until the first
meeting of directors following the Annual Meeting of Shareholders and
until their successors are elected and qualified, subject to earlier
removal by the Board of Directors.  Michael Carroll served as a
Director for part of 2002, and is therefore, not listed in the table above.

Edward E. Litwak. Mr. Litwak has been our President since December of
1998 and a director since our incorporation in 1997. Prior to
becoming President, Mr. Litwak served as a consultant to the Company,
which was previously headed by his daughter, Ms. Prentice. From June
1, 1995 to the present, Mr. Litwak has been President of Satellite
Today, a cable network in development. From January 1, 1997 until
December 1998 Mr. Litwak also served as the licensing agent for
Jennicor, LLC. From March 1, 1994 to June 1, 1995 he was Chairman of
Merchandise Entertainment Television Holdings, Inc. From June 1, 1991
to June 30, 1994 he was President of Designers International, Inc.
Mr. Litwak also served as Sports Directions Director for a program
series entitled the JeanNate Grand Prix. Mr. Litwak attended Cornell
University where he majored in business.

Robert Stulman. Mr. Stulman is Secretary to our Company, having
served in that capacity since September of 1997. He has been
associated with us during our pre-incorporation period, from January
1, 1997 through March of 1999. From 1991 to December 31, 1996 he was
Vice President in charge of Importing Footwear for L. J. Global, Inc.
in New York City. Mr. Stulman's day-to- day involvement has been
substantially curtailed since we ceased to be involved in the shoe
business in September of 1999.

Donald P. Parson. Donald P. Parson is a member of our Board of
Directors, having joined us on September 19, 2000. For the past six
years, beginning in 1994, he has been of counsel to Satterlee
Stephens Burke & Burke LLP. Mr. Parson has practiced corporate,
financial, business and banking law since 1968. Mr. Parson has
previously served as counsel to several brokerage firms and in the
formation of four New York and Connecticut chartered banks. He is a
director of two mutual funds, Philadelphia Fund, Inc. and Eagle
Growth Shares, Inc., and Home Diagnostics, Inc., a medical device
company.

Mr. Parson is a Chairman of the Board of Visitors of Syracuse College
of Law, and a member of its National Capital Campaign. He is a
director of The Rojtman Foundation, a substantial private art
foundation in New York City, and NICE (Northern Ireland Children's
Enterprise) which operates two homes for educating young people in
Northern Ireland.

Mr. Parson is a member of the American Bar Association and the New
York State Bar Association, admitted to practice in New York and
before the United States Supreme Court, the United States Court of
Appeals, Second Circuit, and the United States District Court,
Southern District of New York. He earned his undergraduate degree
(B.A.) from Duke University, his law degree (J.D.) from Syracuse
College of Law, and his masters degree (LL.M.) from New York University.

Significant Consultants

Chen-Kang Pu ("Gus"). Gus is Vice President of Satellite Service,
serving in that capacity since November of 2000. Presently, Gus is
also the Satellite Communications Manager for Merchandise
Entertainment Television (MET) based in San Diego, California,
serving in that capacity since February of 1995. Previously, from
1993 to 1995, Gus worked as a multimedia specialist for International
Telecommunications, Inc, where he developed multimedia applications
and hardware, planned and secured the entire satellite transmission
from GE Americom, Keysotone Communications and Pac Bell, as well as
the signal encryption system from TV/COM International. Gus has
worked with TV from Taiwan and ATV from Hong Kong. Gus received his
Masters degree from the Interactive Telecommunication Program at New
York University in 1991.

Joseph Swierczewski. Mr. Swierczewski is Vice President of Computer
Services and Operations, serving in that capacity since November of
2000. From October of 1994 to the present, he has been Vice President
of Computer Services for Merchandise Entertainment Television (MET)
in San Diego, California. From 1975 though 1994, he was Senior Vice
President and Chief Information Officer with Garden Way (Troy-Built),
Hanover House as a computer systems consultant to Warner Brothers.
There, Mr. Swierczewski managed the computer, customer service
telemarketing and credit/order processing operations of the company.
He was also responsible for the daily operations of Value Television
(VTV). Mr. Swierczewski is a graduate of the University of New Haven,
where he received his Bachelor of Science degree in Engineering.

Consulting Agreements

We have signed a Consulting and Compensation Agreement with Robert
("Bob") Bubeck and Lynrow Associates, LLC (Thomas O'Donnell), with
both having substantial experience with, and contacts in, the
television network distribution business. They have agreed to
contribute their experience and contacts to assist us by providing
their consulting services and obtaining the necessary subscribers for
the vintage sports television network.

Board of Advisors

We have formed a Board of Advisors with a strong background in the
areas of entertainment and sports. We believe that their individual
and collective expertise will assist us making certain decisions, and
will open up opportunities for us to further our business
development. Currently, the Board of Advisors consists of the
following individuals:

Carol Connors. Carol Connors is an accomplished composer, lyricist,
writer, and has been nominated for ten major awards (Oscars Emmy's,
Grammy's, Golden Globes). She wrote the lyrics for the "Gonna Fly
Now", the theme from the Academy Award Wining "Rocky", and has also
written songs for many other film and television productions. Ms.
Conners has recently written theme songs for the nations of Jamaica
and Singapore. Ms. Conner's accomplishments are substantial, and her
expertise in the entertainment business is extensive.

Michael Haynes. Michael Haynes was inducted into the NFL Hall of Fame
on July 26, 1997. He began his career as a three-year All-WAC star at
Arizona State as a Sun Devil, and played for the New England
Patriots. He then played for seven seasons with the Los Angeles
Raiders. In the NFL, Mr. Haynes was an all-pro choice in 1978, 1982,
1984 and an All-AFC pick eight times.

Edwin Ruh. Mr. Ruh is founder and CEO of Adventure Assets (which can
be reviewed at www.adventas.com), an Internet-based sports and
entertainment studio that develops, capitalizes and manages original
sports and entertainment projects through a $400 million Sports and
Entertainment Technology Equity Fund and exploits emerging e-commerce
technologies to create a hybrid form of online finance and
entertainment. From 1995 to 1998, Mr. Ruh was Managing Director of
Gerken Capital Associates, a private investment bank, and General
Partner to the Sino-Asia Industrial Equity Fund, a $200 million
direct-investment equity fund.

From 1987 to 1995, Mr. Ruh was the senior Vice President in the
International Structured Finance Division of The Fuji Bank, Limited.
As the founding member of the bank's North American project finance
operation, Mr. Ruh was responsible for directing the bank's
activities in financial advisory, equity funding, private placement,
securitization, and privatization services, in addition to serving as
head of the bank's worldwide sports and entertainment business. Mr.
Ruh holds a Masters of Public Administration from Harvard University;
Masters Degrees in Business

Administration and Public Policy from the Heinz School, Carnegie
Mellon University; a Master's Certificate in Materials Science from
the University of Michigan; and a Bachelor of Science in Biomedical
Engineering from Pennsylvania State University. Mr. Ruh is a member
of the World Sports Humanitarian Hall of Fame; the Mayflower Society
and the Board of Trustees, Bay Head Chapel. He also is a volunteer
with many charitable and philanthropic organizations, including the
Orton Dyslexic Society and the Special Olympics. From 1979 to 1981,
he toured on the United States Tennis Association professional circuit.

Dennis Murphy. Dennis Murphy has been credited with creating and
developing the World Hockey Association (WHA) and the American
Basketball Association (ABA). These organizations were merged with
their respective professional leagues, the National Hockey League
(NHL) and the National Basketball Association (NBA). He also
established World Team Tennis (WTT) and Roller Hockey Association
(RHI), both of which are currently operating.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

In April of 2003, we reviewed the holdings of our officers and
directors to determine if any purchase, sales or transfers were made
throughout the year that may not have been disclosed properly on a
Form 4.   Mr. Ed Litwak may have a beneficial interest in the shares
held by his daughter and former President of the Company, Karen
Prentice.  Karen made three transfers throughout the year, and
although she is no longer an affiliate and has not been so for over
three years, a Form 5 was filed jointly by Karen Prentice and Ed Litwak,
disclosing these transfers.

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Directors

Currently, our inside Directors are not compensated for their
services, although their expenses in attending meetings are
reimbursed. Outside Directors are compensated with shares of Common
Stock: 12,000 shares as a "signing bonus" for the agreement top
serve, and 1,000 shares for each month of service. Outside Directors
also have their expenses in attending meetings reimbursed.

Compensation of Management

On January 2, 1998 we entered into a five year written Consulting
Agreement with Edward Litwak, who has served as our President/ CEO
since December, 1998. Under that Agreement, he is to be paid $5,000
per month until the Company becomes a publicly trading company;
thereafter, he is to be paid at the rate of $10,000 per month.
Mr. Litwak has voluntarily deferred his monthly $5,000 salary until the
Company begins generating revenue.  For the year ended December 31, 2002,
his compensation was $32,000.

The following table sets forth the compensation paid to our Chief
Executive Officer or such other officer who fulfilled the duties of
the Chief Executive Officer for the periods indicated. Except for the
individuals named, no executive officers had a total annual salary
and bonus of $100,000 or more:

Name & Principal                                              Other
Position                Year      Salary         Bonus        Compensation

Edward Litwak, CEO      2000        -0-           -0-               -0-
Edward Litwak, CEO      2001        -0-           -0-               -0-
Edward Litwak, CEO      2002       $32,000        -0-               -0-

Mr. Litwak has had a portion of his expenses reimbursed.

Compensation of Advisors

The members of our Advisory Board are compensated by the issuance of
shares of our Common Stock, at the rate of 1,000 shares for each
month of service.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 14, 2002, information
regarding the beneficial ownership of shares of Common Stock by each
person known by the Company to own five percent or more of the
outstanding shares of Common Stock, by each of the Officers, by each
of the Directors, and by the Officers and Directors as a group. At
the close of business on April 17, 2003, there were 23,177,307 shares
issued and outstanding of record.

Name And Address                      Shares of              Percentage
Of Beneficial Owners                  Common Stock           as
                                                             of 4/17/03(1)

Karen M. Prentice                     5,367,183(2)                23.16%
16 Winthrop Street
Milton, MA 02186

Edward E. Litwak                      5,467,193(2)                23.58%
12868 Via Latina
Del Mar, CA 92014

Donald P. Parson                           15,000                  .065%
230 Park Avenue
New York, NY 10169

Robert Stulman                            425,000                  1.83%
12868 Via Latina
Del Mar, CA 92014

All Executive Officers and
Directors as a group (3 persons)       5,907,193 (3)              26.63%

(1) Based upon 23, 177,307 shares issued and outstanding on April 17,
2003.

(2) The shares listed under Karen Prentice are also listed under
Edward Litwak, as a duplicate entry. Karen Prentice is the daughter
of Edward Litwak, our President, and Edward Litwak may have a
beneficial interest in those shares.  Karen gifted/transferred
200,000 shares on April 22, 2002 and 5,697 on November 19, 2002.
Those transfers were disclosed on a Form 5 filed contemporaneously
with this report.  Additionally, Karen privately transferred 70,000
shares on April 16, 2003, which transfer was disclosed on a Form 4.
(3) Michael Carroll served on the Board of Directors for part of
2002, but he no longer serves on the Board, having resigned in late
2002. His holdings of 14,000 shares are not included in this table.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Litwak has advanced funds to the Company for working capital purposes.
No written or formal loan agreement exists between Mr. Litwak and the Company
for advancement of those funds.  Mr. Litwak has orally stated to the Board of
Directors that he will not seek reimbursement until such time as the Company is
generating sufficient cash flow, which will be determined by the Board of
Directors. Once the Board deems that there is sufficient cash flow,
the Company and Mr. Litwak will execute an agreement that will define
the repayment terms.  The net amount of the advances due Mr. Litwak at
December 31, 2002 and 2001, respectively, were $184,955 and $193,799.

On June 10, 2002, we acquired Cineports.com, Inc.  Cineports is
engaged in the acquisition of distribution agreements with several
foreign film libraries to sell films to homeowners, on a pay-per-view
basis, via broadband. Currently, Cineports has distribution
agreements with substantial European film libraries. Cineports is
currently developing a secured delivery system.

In connection with the acquisition of Cineports, the Company issued to
Cineport's shareholders a total of 4,789,582 shares of the Company's
restricted common stock.  The Company also agreed to issued to Cineport's
shareholders 6,182,733 warrants, each giving the holder the right to
purchase a share of the Company's common stock, within a two-year period
after issuance, at an exercise price of $1.20 per share.

Contemporaneously with the closing of the merger, the president of
Cineports.com, Inc., Jefferson D. Simmons, became president of
Cavalcade and Arnold Lutzker, became Secretary. However, as of
November of 2002, Messrs. Simmons and Lutzker have not been actively
involved with the Company.  We are presently considering a structured
buy back of the stock issued in the merger with Cinneports.com, Inc.,
or a spin-off of that subsidiary.  Robert Stulman has resumed his
duties as Secretary, and Ed Litwak has resumed his position as
President and is now also acting CFO. It is the intention of
Management and the Board of Directors to address the matter before
the end of the third quarter of 2003.

On August 13, 2002, we issued 14,000 shares to Michael Carroll for
his service on our Advisory Board of Directors, and on November 11,
2002, we issued 50,000 to Robert Stulman for his service as Secretary
of the Company.

We have no policy regarding entering into transactions with
affiliated parties.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

There were three Current Reports filed during the year 2002 on Form
8-K.  They were filed with the Securities and Exchange Commission on
June2, 2002, June 14, 2002 and July 29, 2002 are hereby incorporated
into this Annual Report by reference.

EXHIBIT INDEX

*3.1 Certificate of Incorporation of Tren Property Corp., filed July
     29, 1997 in Delaware.

*3.2 Articles of Incorporation of Gemma Global, Inc., filed July 22,
     1997 in Nevada.

*3.3 Reorganization Agreement between Tren Property Corp. and Edward E.
     Litwak, dated January 1, 1998.

*3.4 Certificate of Amendment to the Certificate of Incorporation of
     Tren Property Corp., changing its corporate name to Gemma Global,
     Inc. and increasing capital structure, filed February 23, 1998 in
     Delaware.

*3.5 Certificate of Ownership and Merger of Gemma Global, Inc. (a
     Nevada Corporation) with and into Tren Property Corp. (a Delaware
     Corporation), filed February 23, 1998 in Delaware.

*3.6 Articles/Certificate of Merger of Gemma Global, Inc. (a Nevada
     Corporation) with and into Gemma Global, Inc. formerly Tren Property
     Corp. (a Delaware Corporation) filed March 4, 1998 in Nevada.

*3.7 Articles of Incorporation of Gemma Global, Inc., filed March 5,
     1998 in Nevada.

*3.8 Articles/Certificate of Merger (re-domestication) of Gemma
     Global, Inc. (Delaware) with and into Gemma Global, Inc. (Nevada)
     filed April 21, 1998.

*3.9 Articles of Amendment to the Articles of Incorporation of Gemma
     Global, Inc., changing name to Pioneer2000, Inc. and increasing
     capital structure, filed March 4, 1999 in Nevada.

*3.10 Certificate of Incorporation of Cavalcade of Sports Network,
      Inc., filed June 22, 1998 in New York.

*3.11 Articles of Incorporation of Global Group International, Inc.,
      filed March 23, 1999 in Nevada.

*3.12 Certificate of Designation, Powers, Preferences and Rights of
      1999-Global Group Series of Convertible Preferred Stock, filed
      December 14, 1999 in Nevada.

*3.13 Articles of Amendment, filed December 17, 1999 in Nevada.

*3.14 Articles of Merger of Cavalcade of Sports Network, Inc. (New
      York) with and into Cavalcade of Sports Media, Inc. (Nevada), filed
      December 22, 1999 in Nevada.

*3.15 Certificate of Merger of Cavalcade of Sports Network, Inc. with
      and into Cavalcade of Sports Media, Inc., filed December 30, 1999 in
      New York.

*3.16 Bylaws of the Registrant.

**3.17 Articles of Incorporation of Sports Broadcasting Network, Inc.,
     filed November 25, 2002.

*4.1 Subordinated Capital Note, Sample Copy

*4.2 Promissory Note

*10.1 Indemnification Agreement with Edward E. Litwak

*10.2 Indemnification Agreement with Nicolas Lagano, Jr.

*10.3 Indemnification Agreement with Carol Conners

*10.4 Indemnification Agreement with Michael Haynes

*10.5 Indemnification Agreement with Don Parson

*10.6 Indemnification Agreement with Dennis Murphy

*10.7 Indemnification Agreement with Edwin Ruh

*10.8 License Agreement with Jennifer Gucci

*10.9 License Agreement with Gemma Gucci

*10.10 Assignment of License Agreements to Gemma Global, Inc.

*10.11 Gemma Global, Inc. Assignment of License Agreements to Global
       International, Inc.

*10.12 Consulting and Compensation Agreement with Robert Bubeck and
       Thomas O'Donnell

*10.13 License Agreement with Soccer Camps of America, Inc. and
       Cosmos Soccer Club, Inc.

*10.14 License Agreement with Sekani, Inc.

23.1   Consent of Certified Public Accountants

23.2   Consent of Certified Public Accountants

99.1  Certification Pursuant to Sabanes-Oxley

* Previously filed with Form 10-SB

** To be filed with the next regular report.

ITEM 14  CONTROLS AND PROCEDURES

The Company has established and maintains disclosure controls and
procedures that are designed to ensure that material information
required to be disclosed by Cavalcade of Sports Media, Inc. in the
reports that it files under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to
the Company's management, including the Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.

Within the 90 days prior to the date of this annual report, under the
supervision and with the participation of Cavalcade of Sports Media,
Inc.'s Chief Executive Officer and Chief Financial Officer, the
Company carried out an evaluation of the effectiveness of the design
and operation of disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective
as of the date of such evaluation in timely alerting them to material
information relating to the Company (including its consolidated
subsidiaries) required to be included in Cavalcade of Sports Media,
Inc.'s periodic SEC filings.

There have been no significant changes to the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to the date the Company carried out its evaluation.

                                 SIGNATURES

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

CAVALCADE OF SPORTS MEDIA, INC.

                      CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 UNDER
                         THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Ed Litwak, President, acting CFO, Treasurer and Chairman of the
Board of Directors of Cavalcade of Sports Media, Inc., certify that:

1. I have reviewed this annual report on Form 10 KSB of Cavalcade of
Sports Media, 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 officer 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 we have:

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

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

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

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

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

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

6.The registrant's other certifying officer 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.


May 7, 2003                                      /s/ Ed Litwak
                                                 Ed Litwak,President,
                                                 Acting CFO,
                                                 Treasurer and
                                                 Chairman of the Board


May 7, 2003                                      /s/ Donald Parson
                                                 Donald Parson, Director


May 7, 2003                                     /s/ Robert Stulman
                                                Robert Stulman, Secretary