SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 10-KSB


(Mark One)
-----
/ X /   ANNUAL REPORT UNDER SECTION 13 OR 15(d)
----    OF THE  SECURITIES  EXCHANGE ACT OF
        1934 For the Fiscal Year Ended December 31, 2003

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


                           Commission File No. 0-32007

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

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

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


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

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

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

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

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

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

There is no established trading market for the registrant's common stock, the
only outstanding class of the registrant's common equity. In addition, no common
stock has been sold by the registrant since April 1999 other than 45,000 shares
issued in June 2001 for services rendered valued at $4,500. The Company's Board
of Directors estimates the current market value of the common stock to be
approximately $.10 per share based upon last price traded.

Number of shares outstanding of registrant's Common Stock as of March 1, 2004:
4,922,331.
---------

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




<PAGE>



CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

                                     PART I


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

The Company

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

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

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

History

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

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

In April 1999, we distributed to our shareholders as a dividend all of the
TrueYou shares owned by us. TrueYou sells training and professional self-help

<PAGE>

programs known as Best Steps through its website. Best Steps are three-minute
text and audio modules that are educational and motivational, providing
information written and narrated by best-selling authors. They are designed to
make participants more effective in various "communities," including success,
business, selling, communications, relationships, health and fitness and
serenity. TrueYou scaled back its operations and had no revenues during 2003 and
2002. It had revenues of $49,000 and $27,000 during 2001 and 2000, respectively.
Alan Gelband, one of our directors and the controlling shareholder of the
Company, is the founder, Chairman, Chief Executive Officer and a principal
shareholder of TrueYou.

In May 1999, we acquired a 50% ownership interest in AccessNewAge at a cost of
$17,000 and loaned AccessNewAge the sum of $8,000. The loan bears interest at
the rate of 6% per annum and was payable in full on May 15, 2002. The maturity
date has been extended to May 15, 2004. We currently have no operations or
material business interests independent of AccessNewAge.

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

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


AccessNewAge.com

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

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

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

AccessNewAge.com was initially launched in April 1996. However, there are
currently no on-line links and limited sources of advertising designed to
promote the site and product sales. As a result, revenues of AccessNewAge have
been limited (approximately $8,600 and $43,500 during 2003 and 2002,
respectively) and insufficient to generate cash flow distributable to UMKG.
AccessNewAge had a net loss of approximately $3,000 during 2003 and net income
of approximately $7,000 in fiscal 2002.


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

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

Employees

As of March 15, 2004, we had no full-time employees and one part-time employee,
Kenneth Levy, who is our President and Chief Executive Officer. Mr. Levy devotes
approximately one-third of his working time to the Company on an as needed
basis.

Legal Proceedings

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


                                  RISK FACTORS


RISKS RELATED TO OUR BUSINESS

Development Stage Company

Since our incorporation in September 1998, our operating activities have
consisted primarily of start-up activities, raising start-up capital and
co-developing start-up web-based businesses. In May 1999, we acquired a 50%
ownership interest in AccessNewAge. Through December 31, 2003, AccessNewAge has

<PAGE>

had limited revenues from product sales and advertising, and UMKG has had no
revenues to date from AccessNewAge. During the years ended December 31, 2003 and
2002, AccessNewAge generated gross revenues of only approximately $8,600 and
$43,500, respectively. We have no basis to believe that there will be any
material increase in revenues of AccessNewAge in the future based on its current
operations. Therefore, it is unlikely that we will derive any revenues from the
operations of AccessNewAge in the foreseeable future. Moreover, there can be no
assurance that our operations will generate any revenues from other sources or
that we will ever generate sufficient revenues to achieve profitability.
Subsequently, the investment has been written down to $1,000.

We currently own a small minority interest (approximately 1.9%) in TrueYou, a
private company that develops and sells training and professional self-help
programs. TrueYou generated no revenues from operations during 2003 and 2002,
and operated at a net loss for both periods. We purchased our original interest
in July 1999 for $150,000 and sold it in February 2001 for $25,000, representing
a $125,000 loss. In September 2001 we accepted 90,000 shares of TrueYou from a
former officer and director of UMKG as part of a settlement agreement. The
investment is carried on the balance sheet at a value of $1. See "Description of
Business History."

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

History of Losses; Lack of Revenue

During the years ended December 31, 2003, 2002 and 2001, we had no revenues and
our operating expenses have resulted in losses of $65,503, $97,751 and $72,446,
respectively. We expect to incur additional operating losses and to experience
continued negative cash flow from operations for the foreseeable future. Based
on our current business model, it is unlikely that we will achieve, sustain or
increase revenues or profitability in the future.

Lack of Marketing Experience

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

Dependence on Third Parties for Internet Operations

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

RISKS RELATED TO SALES, MARKETING AND COMPETITION

Difficulties Associated with Brand Development

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

Competition

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

We face significant competition from many large, established online communities

<PAGE>

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

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

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

RISKS RELATED TO OPERATIONS

Need to Enhance and Develop AccessNewAge.com to Remain Competitive

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

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

Dependence on Key Personnel

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

Online Security

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

A party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our Internet operations.
Consumer concern over Internet security has been, and could continue to be, a
barrier to commercial activities requiring consumers to send their credit card
information over the Internet. Computer viruses, break-ins, or other security
problems could lead to misappropriation of proprietary information and
interruptions, delays, or cessation in service to our customers. Moreover, until

<PAGE>

more comprehensive security technologies are developed, the security and privacy
concerns of existing and potential customers may inhibit the growth of the
Internet merchandising medium. We may be required to expend significant capital
resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. We can give no assurance that our
Internet operations are completely secure against potential interruptions or
that we can alleviate the problems should they occur.

FINANCIAL RISKS

Significant Need for Cash; Possible Lack of Sufficient Funds

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

Control by Principal Stockholders

Mr. Alan Gelband, one of our directors, beneficially owns approximately 65.4% of
our issued and outstanding Common Stock and, therefore, may be able to influence
or control the outcome of substantially all actions requiring stockholder
approval, including the election of the entire Board of Directors, and the
outcome of any stockholder votes concerning a merger, asset sale, or other major
corporate transaction affecting us. Such control could also have the effect of
delaying, deterring, or preventing an unsolicited takeover of the Company.

No Cash Dividends

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

No Public Market; Lack of Liquidity

There is only a very limited public market for our Common Stock and there can be
no assurance that an active public market will ever develop, or that if
developed, it will be sustained. In addition, even if an active public market
for the Common Stock is developed, the market prices of securities of technology
companies, particularly Internet-related companies, have been extremely
volatile, and have experienced fluctuations that have often been unrelated to or
disproportionate to the operating performance of such companies. Moreover,
factors such as announcements by us of quarterly variations in our financial
results and changes in general market conditions, among other things, could
cause the market price of our shares to fluctuate significantly. In recent
years, the stock market has experienced significant price and volume
fluctuations.

OTHER RISKS

Possible Acquisitions

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

Penny Stock Regulation

The Commission recently adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). Since
our stock trades at less than $5.00, it is subject to the penny stock rules. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its

<PAGE>

salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for a stock
that becomes subject to the penny stock rules. Since our stock is subject to the
penny stock rules, stockholders may find it more difficult to sell their shares
of Common Stock.

Critical Accounting Policies

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

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

Investment Valuation
We evaluate the carrying value of our equity investments whenever certain events
or changes in circumstances indicate that the carrying amount of these
investments may not be recoverable. Criteria used include whether the entity has
experienced consistent declines in financial performance or difficulties in
raising capital to continue operations. At December 31, 2003 management has
determined that these investments were impaired and have accordingly recorded a
write down for these.

Forward Looking Statements

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

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

As of January 1, 2002, our principal office space is provided at no cost by one
of our directors, Alan Gelband. It is located at 750 Third Avenue, New York, New
York. Our President, Ken Levy, uses his home for most of his business activities
related to UMKG and does not charge any rent to UMKG. During 2001, we paid an
aggregate of $9,600 for rent pursuant to an agreement with TrueYou under which
TrueYou provided office space and computer equipment and permitted us to use
TrueYou's telephone system, photocopy and facsimile machines and printers. This
agreement expired on December 31, 2001. We do not own or lease any other real
property.

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

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

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

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2003.




<PAGE>

                                     PART II


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

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

The following table sets forth, for the period indicated, the high and low bid
prices for our shares of Common Stock from July 25, 2001 through December 31,
2003 as reported by NASDAQ Pink Sheet Library:



                                              High Bid          Low Bid

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

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

        Year Ended December 31, 2003
                  First Quarter                 $.07               $.06
                  Second Quarter                $.10               $.07
                  Third Quarter                 $.10               $.10
                  Fourth Quarter                $.12               $.07





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

As of January 31, 2004, we had 4,922,331 shares of Common Stock issued and
outstanding and approximately 285 holders of record of our shares of Common
Stock. In addition, we have outstanding (i) options to purchase an aggregate of
250,000 shares of Common Stock with an exercise price of $.10 per share (ii) 11%
promissory Notes in the principal amount of $92,866 (iii) 8% promissory Note in
the principal amount of $10,000.

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

In May 2002, the Company issued to Alan Gelband, a director and principal
stockholder of the Company, and Kenneth Levy, an officer and director of the
Company, 11% Promissory Notes in the principal amounts of $100,000 and $25,000,
respectively, in exchange for previously issued 11% Promissory Notes of the
Company (in the same principal amounts) and warrants to purchase 1,000,000
shares and 250,000 shares, respectively, of the Company's common stock held by
Messrs. Gelband and Levy that came due in May 2002 (the "Original Notes"). The
warrants have a five-year term and an exercise price of $.10 per share. The
Original Notes were cancelled and the Company, in lieu of paying accrued and
unpaid interest thereon, issued to Messrs. Gelband and Levy additional 11%
Promissory Notes in the aggregate principal amounts of $5,500 and $1,375,
respectively, and warrants to purchase 55,000 shares and 13,750 shares,
respectively, of the Company's common stock. The warrants have a five-year term
and an exercise price of $.11 per share.

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

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

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


<PAGE>

In April 2003, Mr. Gelband purchased for $5,000, 11% Promissory Notes of the
Company in the principal amount of $5,000.

In May 2003, Messrs. Gelband and Levy each purchased for $1,500, respectively,
11% Promissory Notes in the principal amounts of $1,500.

In September 2003, Messrs. Gelband and Levy purchased for $5,000 and $1500
respectively, 11% Promissory Notes of the Company, in the principal amounts of
$5,000 and $1,500, respectively.

In December 2003, Mr. Gelband purchased for $500, an 11% Promissory
Note of the Company in the principal amount of $500.

In January 2004, all of the outstanding warrants, representing 1,557,331 common
shares of the Company, were exercised at an exercise price of $.05 per share.
The notes outstanding were reduced respectively by the amount due for the
execution of the transaction, $77,867.

In January 2004, Mr. Gelband purchased for $1,000, an 11% Promissory Note of the
Company in the principal amount of $1,000.

In January 2004, Mr. Gelband purchase for $10,000, an 8% Promissory Note of the
Company in the principal amount of $10,000.

All of the 11% Promissory Notes have a maturity date of May 31, 2004, with
interest payable annually. The notes and warrants referred to above were issued
to either Messrs. Gelband and Levy directly or to their respective pension
plans.

All of the foregoing transactions were private transactions not involving a
public offering and were exempt from the registration provisions of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. No
underwriter was engaged in connection with the foregoing sales of securities.

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

As of December 31, 2003, we had a cash balance of $248. During fiscal 2003, two
of our principals (directly or indirectly) purchased 11% Promissory Notes of the
Company in the aggregate principal amount of $15,000.

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

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

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

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

None.

                                    PART III


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

         Name                    Age        Position with the Company
         Kenneth Levy            57         President and Director
         Alan Gelband            59         Director

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

Alan Gelband, founder of the Company, has served as President of AGC Investment
Bank and President of Alan Gelband & Company for more than the past five years.
He has been actively involved in the development of emerging growth companies
and mergers and acquisitions for over 15 years and has completed over 70

<PAGE>

investment banking transactions. From September 1998 until January 2000, Mr.
Gelband served as Vice President and Secretary of UMKG. Since November 1998, Mr.
Gelband has served as Chief Executive Officer of TrueYou.com Inc. He has served
as the president and a member of the board of directors of the Association for
Corporate Growth International where he is currently a lifetime director.

Section 16(a)  Beneficial Ownership Reporting Compliance

Under the securities laws of the United States, our directors, executive
officers, and any persons holding more than ten percent of our Common Stock are
required to report their initial ownership of the Common Stock and any
subsequent changes in their ownership to the Securities and Exchange Commission
("SEC"). Specific due dates have been established by the SEC, and we are
required to disclose in this Report any failure to file by those dates. The
Company believes that there has been compliance with all Section 16(a) filing
requirements applicable to such officers, directors, and ten-percent beneficial
owners during 2003 except as follows: The Form 4s of Kenneth Levy and Alan
Gelband that were required to be filed to report their acquisition of warrants
to purchase 136,281 and 171,050 shares, respectively, in connection with loans
to the Company made in May and November 2002 have not yet been filed. See "Part
II, Item 5 - Market For Common Equity and Related Stockholder Matters."

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

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

Summary Compensation Table

<TABLE>
<CAPTION>
                                                    Annual                        Long-Term
                                                  Compensation                  Compensation
                                                ---------------------------------------------------
Name and Principal Position          Fiscal      Salary ($)         Bonus         Securities
                                                                     ($)        Underlying Options/
                                       Year                                       SARs (#)
-------------------------------------------------------------    ----------------------------------
<S>                                    <C>      <C>                  <C>            <C>
Kenneth Levy                           2003       12,000              -0-            -0-
   President                           2002       12,000              -0-            -0-
                                       2001       20,000              -0-          250,000
</TABLE>


During 2000, we paid Mr. Gelband, one of our directors, consulting fees of
approximately $55,000 through Alan Gelband & Company, a consulting company that
is wholly-owned by Mr. Gelband. He has been paid in full. The services were
provided under an oral arrangement. In January 2004, Mr. Gelband was granted a
fee of $75,000, which is being accrued, for services provided.

Mr. Levy commenced his employment with us on November 1, 2000 and works on a
part-time basis. On November 1, 2000, Mr. Levy was granted an option to purchase
250,000 shares. The options have a five year term and an exercise price of $.10
per share. The options are currently fully exercisable. From January 1, 2000
through February 28, 2001, Mr. Levy devoted a substantial majority of his
working time to TrueYou. Prior to March 1, 2001, we did not pay any cash
compensation to Mr. Levy.

From March 1, 2001 through December 31, 2001, Mr. Levy devoted approximately
two-thirds of his working time to the Company pursuant to a written agreement.
Under the agreement, Mr. Levy served as our President and was paid a salary of
$2,000 per month. The agreement had a one-year term expiring February 28, 2002.
Due to our limited capital, the agreement was amended as of January 1, 2002 to
reduce his work time and his compensation to $1,000 per month. In January 2004,
Mr. Levy was granted additional compensation of $20,000, which is being accrued.

                             Option Plans and Grants

An aggregate of 500,000 shares of Common Stock are reserved for issuance or
available for grant under our 2000 Stock Option Plan (the "Option Plan").
Options granted under the Option Plan may either be intended to qualify as
incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or as non ISOs. The
Option Plan is administered in all respects by the Board of Directors or a
committee composed of at least two members of the Board of Directors who are
designated by the Board (the "Stock Option Committee"). The Stock Option
Committee may determine the persons to whom options are to be granted and the
number of shares subject to each option. Under the terms of the Option Plan, all
officers, directors, employees and consultants of the Company or subsidiaries of
the Company are eligible for option grants. The option exercise price of options
granted under the Option Plan is fixed by the Stock Option Committee but, in the

<PAGE>

case of ISOs must be no less than 100% of the fair market value of the shares of
Common Stock subject to the option at the time of grant, except that in the case
of an employee who possesses more than 10% of the total combined voting power of
all classes of stock of the Company (a "10% Holder"), the exercise price must be
no less than 110% of said fair market value. Options may be exercised by the
payment in full in cash or, at the discretion of the Stock Option Committee, by
the tendering of shares of Common Stock to acquire shares of Common Stock having
a fair market value, as determined by the Stock Option Committee, equal to the
option exercise price. Options granted under the Option Plan may not be
exercised more than ten years after the date of grant, five years in the case of
an ISO granted to a 10% Holder. Options to purchase 250,000 shares are currently
outstanding under the Option Plan, all of which were granted to Kenneth Levy,
our President. Such options, intended to qualify as ISOs, have a five year term
and an exercise price of $.10 per share. No options were granted during 2003 and
2002.

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

The following table sets forth information regarding beneficial ownership of our
Common Stock as of March 1, 2004 by (i) each person known by us to be the
beneficial owner of more than five percent of our outstanding Common Stock, (ii)
each of our directors, (iii) our Chief Executive Officer (our sole officer), and
(iv) all of our officers and directors as a group. We believe that the
beneficial owners of the Common Stock listed below, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares. On March 1, 2004, the Company had 4,922,331 shares issued and
outstanding.

Name and Address of                     Number of          Percent of
 Beneficial Owner                        Shares              Class
---------------------------------- -------------------- ----------------
Alan Gelband                           3,221,150(1)            65.4%
575 Madison Ave.
New York, NY 10022

Kenneth Levy                             648,281(2)            12.5%
575 Madison Avenue
New York, NY 10022
                                    3,869,431(1)(2)            74.8%
All directors and officers
as a group (2 persons)


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

(2)  Includes (i) 2,000 shares owned by Mr. Levy's children, (ii) 346,281 shares
     owned by pension plans of Mr. Levy and his wife, and (iii) 250,000 shares
     issuable upon exercise of options, and 50,00 shares held by Mr. Levy.


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

Mr. Gelband, a founder, director and controlling stockholder of the Company, is
the founder, Chairman, Chief Executive Officer and a principal stockholder of
TrueYou.com Inc. ("TrueYou"). He currently owns approximately 41% of the issued
and outstanding common stock of TrueYou. Until February 2001, we owned less than
a 3% interest in TrueYou. See "Part I, Item 1 - Description of Business - the
Company." During the fiscal year ended December 31, 2000, TrueYou paid Mr.
Gelband compensation of $120,000, of which approximately $90,000 was accrued and
unpaid. Mr. Gelband was not paid any compensation during 2001, 2002 or 2003.

In April 1999, Mr. Gelband purchased 1,100,000 shares of our stock for $100,000.
He currently beneficially owns an approximately 65.4% stock interest in UMKG.
See "Part III, Item 11 - Security Ownership of Certain Beneficial owners and
Management." During the fiscal years ended December 31, 1999 and 2000, we paid
Mr. Gelband (through Alan Gelband & Company, a consulting company that is
wholly-owned by Mr. Gelband) consulting fees of approximately $35,000 and
$55,000. He has received no compensation since then.

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

See "Part II, Item 6 - Plan of Operation" for a description of our promissory
notes and warrants purchased by Messrs. Gelband and Levy (through pension
plans). The notes, which are in the aggregate principal amount of $170,733 and

<PAGE>

bear interest at the rate of 11% per annum, are due and payable in May 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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


<PAGE>


                                   SIGNATURES


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


                                     UNITED NETWORK MARKETING SERVICES, INC.




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


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



/s/ Kenneth Levy                                 Date:        March 22, 2004
---------------------------
Kenneth Levy, a Director
and President


/s/ Alan Gelband                                 Date:        March 22, 2004
---------------------------
Alan Gelband, a Director




<PAGE>

                                     UNITED NETWORK MARKETING SERVICES, INC.
                                               (A DEVELOPMENT STAGE COMPANY)


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



INDEPENDENT AUDITOR'S REPORT                                   F-1


FINANCIAL STATEMENTS:

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



<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
United Network Marketing Services, Inc.


We have audited the accompanying balance sheets of United Network Marketing
Services, Inc. (a development stage company) as of December 31, 2002 and 2003,
and the related statements of operations, stockholders' equity (deficiency), and
cash flows for each of the two years in the period ended December 31, 2003 and
the cumulative amounts for the period from September 15, 1998 (date of
incorporation) to December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United Network Marketing
Services, Inc. (a development stage company) as of December 31, 2002 and 2003
and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2003 and the cumulative amounts for the period
from September 15, 1998 (date of incorporation) to December 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.



GOLDSTEIN GOLUB KESSLER LLP
New York, NY

March 8, 2004



<PAGE>





<TABLE>
<CAPTION>
                                                   UNITED NETWORK MARKETING SERVICES, INC.
                                                             (A DEVELOPMENT STAGE COMPANY)

                                                                             BALANCE SHEET
==========================================================================================

DECEMBER 31,                                                           2002         2003
------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>
Current Assets:
  Cash and cash equivalents                                         $   8,164    $     248
  Notes receivable - related parties                                    8,000       26,200
  Interest receivable                                                   3,241        5,665
------------------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                             19,405       32,113

Investments                                                             1,002        1,002


Notes Receivable - related party                                       18,200           --

Deferred Income Tax Asset, net of valuation allowance of $256,000

              and $222,000, respectively                                   --           --

------------------------------------------------------------------------------------------
      TOTAL ASSETS                                                  $  38,607    $  33,115
==========================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses                             $  18,150    $  48,888
   Notes payable - related parties                                    141,460      170,733
------------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                       159,610      219,621


Commitments

Stockholders' Deficiency:
  Preferred stock - $.001 par value; authorized 1,000,000
   shares; none issued
  Common stock - $.001 par value; authorized 20,000,000
   shares; issued and outstanding 3,365,000 shares                      3,365        3,365
  Additional paid-in capital                                          586,857      586,857
  Deficit accumulated during the development stage                   (711,225)    (776,728)
------------------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' DEFICIENCY                                 (121,003)    (186,506)
------------------------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $  38,607    $  33,115
==========================================================================================
</TABLE>




                                              See notes to Financial Statements.


                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
                                                       UNITED NETWORK MARKETING SERVICES, INC.
                                                                 (A DEVELOPMENT STAGE COMPANY)

                                                                       STATEMENT OF OPERATIONS
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
                                                                                   PERIOD FROM
                                                                                  SEPTEMBER 15,
                                                                                 1998 (DATE OF
                                                    YEAR ENDED      YEAR ENDED  INCORPORATION)
                                                   DECEMBER 31,    DECEMBER 31, TO  DECEMBER 31,
                                                          2002            2003            2003
-----------------------------------------------------------------------------------------------
<S>                                               <C>             <C>             <C>
General and administrative expenses:
  Salaries                                        $     12,000    $     12,000    $     44,000
  Consulting fees                                           --              --         208,731
  Write-off of note receivable from consultant              --              --          30,000
  Recovery of bad debt                                      --              --         (23,500)
  Professional fees                                     27,275          20,996         207,788
  Depreciation                                             804              --           9,701
  Stock transfer expense                                   188           2,303          17,157
  Facility management                                      900              --          43,732
  Taxes                                                  1,455           1,407           9,594
  Interest and amortization of discount on debt         33,168          31,381          95,760
  Office expenses                                          721              93           3,416
  Advertising                                               --              --           1,243
  Miscellaneous                                             --              --           2,433
  Travel and entertainment                                 718             122             840
----------------------------------------------------------------------------------------------

Total general and administrative expenses               77,229          68,302         650,895

Interest and dividend income                             4,004           2,799          29,569

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

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

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

----------------------------------------------------------------------------------------------
Net loss                                          $    (97,751)   $    (65,503)   $   (776,728)
==============================================================================================

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

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



                                               See Notes to Financial Statements

                                                                             F-3
<PAGE>



<PAGE>


<TABLE>
<CAPTION>
                                                                   UNITED NETWORK MARKETING SERVICES, INC.
                                                                              (A DEVELOPMENT STAGE COMPANY)

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

PERIOD FROM SEPTEMBER 15, 1998 (DATE OF INCORPORATION) TO DECEMBER 31, 2003
--------------------------------------------------------------------------------------------- DEFICIT
                                                 COMMON STOCK                               ACCUMULATED       TOTAL
                                            -----------------------  ADDITIONAL              DURING THE   STOCKHOLDERS'
                                             NUMBER         PAR       PAID-IN     TREASURY   DEVELOPMENT     EQUITY       PRICE
                                    DATE    OF SHARES      VALUE      CAPITAL       STOCK      STAGE      (DEFICIENCY)  PER SHARE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>        <C>         <C>           <C>       <C>                 <C>     <C>
Issuance of common stock
 upon distribution from United
 Network Technologies, Inc.        9/29/98   2,230,000     $  2,230    $ 390,810      --             --      $ 393,040  $    .176

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

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

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

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

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

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

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

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

Issuance of warrant in
connection with long-term debt     11/30/00         --           --      20,000       --             --         20,000           --

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

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

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

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

Issuance of warrant in
connection with long-term debt     1/26/01          --           --       5,000       --             --          5,000           --

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

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

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

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

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

Issuance of warrants in connection
 with notes payable                5/31/02          --           --      25,589       --         25,589             --

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

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

Balance at December 31, 2002                 3,365,000        3,365     586,857       --       (711,225)      (121,003)          --

Net loss                                            --           --          --       --        (65,503)       (65,503)          --

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

Balance at December 31, 2003                 3,365,000     $  3,365 $   586,857  $    --     $ (776,728)     $(186,506)          --
====================================================================================================================================
</TABLE>


                                               See Notes to Financial Statements

                                      F-4
<PAGE>




<TABLE>
<CAPTION>
                                                                                            UNITED NETWORK MARKETING SERVICES, INC.
                                                                                                      (A DEVELOPMENT STAGE COMPANY)

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

                                                                                                                   PERIOD FROM
                                                                                                                   SEPTEMBER 15,
                                                                                                                  1998 (DATE OF
                                                                                     YEAR ENDED    YEAR ENDED   INCORPORATION) TO
                                                                                     DECEMBER 31,  DECEMBER 31,    DECEMBER 31,
                                                                                        2002           2003           2003
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>            <C>            <C>
Cash flows from operating activities:
  Net loss                                                                          $   (97,751)   $   (65,503)   $  (776,728)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation                                                                            804             --          9,701
    Accrued interest                                                                     14,733         17,108         31,841
    Common stock issued for services                                                         --             --          4,500
    Amortization of debt discount                                                        18,435         14,273         50,589
    Gain on sale of investment                                                               --             --        (38,096)
    Impairment loss of investments                                                       24,526             --         54,525
    Uncollectible note receivable                                                            --             --         30,000
    Recovery of bad debt                                                                     --             --        (23,500)
    Equity in loss of investments                                                            --             --        138,973
    Changes in operating assets and liabilities:
      Increase in interest receivable                                                    (3,241)        (2,424)        (4,549)
      Increase (decrease) in accounts payable and accrued expenses                        1,694         13,630        (11,269)
-----------------------------------------------------------------------------------------------------------------------------------
       NET CASH USED IN OPERATING ACTIVITIES                                            (40,800)       (22,916)      (534,013)
-----------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Proceeds from notes receivable                                                             --             --        (26,200)
  Purchase of investments                                                                    --             --       (197,000)
  Proceeds from sale of investment                                                           --             --         63,095
-----------------------------------------------------------------------------------------------------------------------------------
       NET CASH USED IN INVESTING ACTIVITIES                                                 --             --       (160,105)
-----------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from sale of common stock                                                         --             --        100,000
  Negative equity of deconsolidated subsidiary                                               --             --         43,093
  Proceeds from notes payable and warrants                                               16,000         15,000        156,000
  Cash received upon distribution from United Network Technologies, Inc.                     --             --        395,273
-----------------------------------------------------------------------------------------------------------------------------------
       CASH PROVIDED BY FINANCING ACTIVITIES                                             16,000         15,000        694,366
-----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                    (24,800)        (7,916)           248
Cash and cash equivalents at beginning of period                                         32,964          8,164             --
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                          $     8,164    $       248    $       248
===================================================================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for income taxes                                      $        --    $       275    $     4,548
===================================================================================================================================
  Cash paid during the period for interest                                          $        --    $        --    $    13,330
===================================================================================================================================

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
  Net liabilities over assets upon distribution from United Network
       Technologies, Inc.                                                           $        --    $        --    $     2,233
===================================================================================================================================

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



                                               See Notes to Financial Statements

                                                                             F-5

<PAGE>

                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                       SUPPLEMENTARY INFORMATION


 1.    FORMATION OF BUSINESS,            United  Network  Marketing  Services,
       PRINCIPAL BUSINESS "UMKG")        Inc. (a  development  stage  company)
       The ACTIVITY AND SUMMARY          (the   "Company"  or  was  formed  on
       OF SIGNIFICANT                    September  15, 1998 under the laws of
       ACCOUNTING POLICIES:              the State of  Delaware.  Company  has
                                         been in the  development  stage since
                                         its inception.

                                         Pursuant  to  the  terms  of  a  merger
                                         agreement    between   United   Network
                                         Technologies,    Inc.    ("UNTI")   and
                                         Pan-Agra   International   Corporation,
                                         UNTI  incorporated and established UMKG
                                         as a wholly owned  subsidiary  of UNTI.
                                         Prior  to  the  effective  date  of the
                                         merger, UNTI declared a dividend of all
                                         of the shares of UMKG to the  premerger
                                         shareholders. In addition, on September
                                         28,  1998,   certain  assets  of  UNTI,
                                         mainly cash of  approximately  $395,000
                                         and    miscellaneous    other   assets,
                                         including all of the outstanding shares
                                         of  TrueYou.com   Inc.   ("TY"),   were
                                         distributed  to the Company.  After the
                                         distribution,  TY became a wholly owned
                                         subsidiary  of UMKG.  On April 9, 1999,
                                         UMKG  declared a dividend of all of its
                                         shares of TY and distributed the shares
                                         to its shareholders.

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

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

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

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

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

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

                                         Investments are accounted for either by
                                         the cost method or the equity method of
                                         accounting.  Investments  in affiliates
                                         are  recorded  on the equity  method of
                                         accounting,  either  due  to  ownership
                                         interest of 20 percent or more but less
                                         than 50  percent  or where the  Company
                                         has the  ability  to exert  significant
                                         influence but does not have the ability
                                         to exercise control.

                                         The  estimated  fair value of the notes
                                         receivable     and    notes     payable
                                         approximates the carrying amount due to


                                                                             F-6
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                       SUPPLEMENTARY INFORMATION

                                         the    short-term    nature    of   the
                                         instruments  and rates available to the
                                         Company for similar borrowings.

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

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

                                         The  Company  has  elected to apply APB
                                         Opinion     No.    25    and    related
                                         interpretations  in accounting  for its
                                         stock  options  issued to employees and
                                         has   adopted    the    disclosure-only
                                         provision  of  SFAS  No.  123.  Had the
                                         Company     elected    to     recognize
                                         compensation  cost  based  on the  fair
                                         value  of the  options  granted  on the
                                         grant date,  as  prescribed by SFAS No.
                                         123,  the  Company's  net  loss and net
                                         loss per common  share  would have been
                                         the same as the reported  amounts since
                                         the Company did not issue any  employee
                                         options during the years ended December
                                         31, 2002 and 2003..



                                                                             F-7
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                       SUPPLEMENTARY INFORMATION


 2.    PROPERTY AND EQUIPMENT:           Property   and   equipment,   at  cost,
                                         consists of the following:

<TABLE>
<CAPTION>
                                                                                                                        Estimated
                                         December 31,                                  2002            2003             Useful Life
                                         ----------------------------------------------------------------------------------------
                                         <S>                                         <C>             <C>                <C>
                                         Computer equipment                          $7,694          $7,694               5 years
                                         Furniture and fixtures                       2,007           2,007               7 years
                                         ----------------------------------------------------------------------------------------

                                                                                      9,701           9,701
                                         Less accumulated depreciation                9,701           9,701
                                         ----------------------------------------------------------------------------------------
                                                                                     $  -0-          $  -0-
                                         ========================================================================================
</TABLE>

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

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

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

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

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

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

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

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

                                         During 1999, the Company  purchased 50%
                                         of ANA at a cost  of  $17,000.  For the


                                                                             F-8
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                       SUPPLEMENTARY INFORMATION



                                         years ended December 31, 2001, 2000 and
                                         1999 the Company  recognized  its share
                                         of  income/(losses)  in the  amount  of
                                         $3,728,     ($613)    and     ($7,503),
                                         respectively. At December 31, 2001, the
                                         investment in ANA amounted to $12,612.

                                         During  2002,  the Company  recorded an
                                         impairment charge of $11,612 related to
                                         this acquisition resulting in a noncash
                                         charge to  operations.  At December 31,
                                         2002 and 2003,  the  investment  in ANA
                                         amounted to $1,000.

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

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


 4.    NOTES RECEIVABLE:                 The Company has a note  receivable from
                                         ANA  (see  Note  3) in  the  amount  of
                                         $8,000.  The note was originally due on
                                         May 15,  2002 and bore  interest at the
                                         rate   of   8%   per   annum,   payable
                                         semiannually.     This     note     was
                                         subsequently extended to May 2004 at an
                                         interest rate of 6%.

                                         The   Company    has   various    notes
                                         receivable   from  an  officer  of  the
                                         Company   amounting   to   $18,200   at
                                         December 31, 2002 and 2003. These notes
                                         are  payable at various  dates  through
                                         September 2004 and bear interest at the
                                         rate   of  12%   per   annum,   payable
                                         annually.

                                         Interest income on these notes amounted
                                         to approximately  $3,700 and $2,800 for
                                         the years ended  December  31, 2002 and
                                         2003, respectively.


 5.    SHORT-TERM DEBT:                  The  Company  has notes  payable in the
                                         amount of  $125,000  payable to related
                                         entities (stockholders of the Company).
                                         The notes bear interest at 11% and were
                                         originally   due  May  31,   2002   and
                                         subsequently  extended to May 31, 2004.
                                         The  Company  also  issued  warrants to
                                         purchase   1,250,000   shares   of  the
                                         Company's  common  stock  at  $.10  per
                                         share in  connection  with these notes.
                                         The  value  assigned  to the  warrants,
                                         amounting to $25,000, represents a debt
                                         discount  and has been  amortized  over
                                         the original term of the notes.  During
                                         2002,  accrued  and unpaid  interest on
                                         these  notes of  $6,875  was  converted
                                         into new notes as described below.

                                         During  the  year  ended  December  31,
                                         2002,  the  Company  issued  additional
                                         notes in the amount of $30,733  payable
                                         to  related  entities,   including  the
                                         accrued  and  unpaid  interest  on  the
                                         notes  payable  above  as  well  as new
                                         notes amounting to $23,858. These notes
                                         bear   interest   at   11%   and   were
                                         originally due at various dates in 2003
                                         and have been extended to May 31, 2004.

                                         The  Company  also  issued  warrants to
                                         purchase    307,331   shares   of   the
                                         Company's   common  stock  at  exercise
                                         prices  ranging  from  $.06 to $.11 per


                                                                             F-9
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                       SUPPLEMENTARY INFORMATION

                                         share in  connection  with these notes.
                                         The  value  assigned  to the  warrants,
                                         amounting to $25,589, represents a debt
                                         discount  and has been  amortized  over
                                         the original term of the notes.

                                         During  the  year  ended  December  31,
                                         2003,  the  Company  issued  additional
                                         notes in the amount of $15,000  payable
                                         to related  entities.  These notes bear
                                         interest  at 11% and are due on May 31,
                                         2004

                                         The Company did not issue any  warrants
                                         during  2003 in  connection  with these
                                         notes payable.

                                         Subsequent to December 31, 2003, all of
                                         the   above    outstanding    warrants,
                                         representing 1,557,331 shares of common
                                         stock,  of the Company,  were exercised
                                         at an exercise price of $.05 per share.
                                         The  balance  due by the Company on the
                                         outstanding  notes payable were reduced
                                         by the  amount due on the  exercise  of
                                         the warrants, totaling $77,867,

                                         During  January 2004 the Company issued
                                         additional  notes payable in the amount
                                         of $11,000 payable to related entities.
                                         These  notes  bear  interest  at  rates
                                         ranging  from 8% - 11% and are  payable
                                         on May 31, 2004.

                                         Interest     expense     amounted    to
                                         approximately  $15,000  and $17,100 for
                                         the years ended  December  31, 2002 and
                                         2003, respectively.

                                         Amortization of debt discount  amounted
                                         to  approximately  $18,400  and $14,300
                                         for the years ended  December  31, 2002
                                         and 2003, respectively.


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

                                         The fair value of each option  grant is
                                         estimated  on the date of  grant  using
                                         the Black-Scholes option-pricing model.

 7.    INCOME TAXES:                     The  Company has a net  operating  loss
                                         carryforward of approximately  $582,000
                                         at  December  31,  2003   available  to
                                         offset future taxable  income  expiring
                                         at various dates through the year 2023.

                                         The Company  recorded a deferred income
                                         tax asset to reflect  the effect of net
                                         operating      loss       carryforwards
                                         aggregating  approximately $291,000. In
                                         recognition    of    the    uncertainty
                                         regarding the ultimate amount of income
                                         tax benefits to be derived, the Company
                                         has recorded a 100% valuation allowance
                                         against this deferred  income tax asset
                                         at December 31, 2003.

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



                                                                            F-10
<PAGE>
                                         UNITED NETWORK MARKETING SERVICES, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)

                                                       SUPPLEMENTARY INFORMATION

<TABLE>
<CAPTION>
                              Year ended December 31,                   2002                   2003
                              -----------------------------------------------------------------------
<S>                                                                      <C>                    <C>
                              Federal statutory rate                     (34)%                  (34)%
                              Increase in valuation allowance             34                     34
                              -----------------------------------------------------------------------
                                                                           0%                     0%
                              =======================================================================
</TABLE>

 8.    RELATED PARTY                     The Company  had an informal  agreement
       TRANSACTIONS:                     with TY in which the Company reimburses
                                         TY for  administrative  expenses it has
                                         incurred on the Company's  behalf.  For
                                         the years ended  December 31, 2001, the
                                         Company paid TY approximately  $10,000.
                                         No  amounts  were  paid  for the  years
                                         ended December 31, 2002 and 2003.

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

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


                                                                            F-11