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UNITED STATES



SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

FORM 10-KSB


(Mark One)


|      |                                                                                     
|----- | ------------------------------------------------------------------------------------
|[ X ] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the fiscal year ending December 31, 2002

OR

| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934



Commission file number 000-27487



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SAN DIEGO SOCCER DEVELOPMENT CORPORATION(Name of small business issuer in its charter)


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|                                                                              |  |                                           
|----------------------------------------------------------------------------- |  | ------------------------------------------
|                                                                              |  |                                           
|Nevada                                                                        |  | 88-0350156                                
|(State or other jurisdiction of
      incorporation or organization)          |  | (I.R.S. Employer
      Identification No.)
|                                                                              |  |                                           
|3803 Mission Blvd. Suite 290         
                   92109               
|(Address of principal executive offices)     
            Zip Code           
|                                                                              |  |                                           
|Registrant's telephone
      number, including area code:      (858) 488-7775
|                                                                              |  |                                           
|                                                                              | 
|Securities to be registered under Section 12(g) of
        the Act:          
|Common Stock, $0.001par value
        (Title of Class)                       

Check whether the Issuer (1) filed all reports required to be filed by Section
  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
  (or for 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
  [ ] No[X]

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. [ ]

The aggregate market value of the voting stock held by non affiliates computed
  by reference to the price at which the stock was sold, or the average bid and
  asked prices of such stock as of May 12, 2003 was $1,084,258, based on the last
  sale price of $0.03 as reported by the Pink Sheets.

The Registrant had 36,141,952 shares of common stock, $0.001 value, outstanding
  as of May12, 2003.





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SAN DIEGO SOCCER DEVELOPMENT CORPORATION


TABLE OF CONTENTS


PAGE NUMBER PART IITEM 1.
      
      BUSINESS
      3BACKGROUND
      3THE COMPANY
      3BUSINESS PLAN AND COMPANY
        STRATEGY
      4PRODUCTS AND SERVICES
      4MARKET STRATEGIES
      4COMPETITION
      4REGULATIONS
      4EMPLOYEES
      4INTELLECTUAL PROPERTY
      4ITEM 2.
      
      DESCRIPTION
        OF PROPERTY
      5ITEM 3.
      
      LEGAL PROCEEDINGS
      6ITEM 4.
      
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS
      6ITEM 5.
      
      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS
      7MARKET INFORMATION
      7HOLDERS
      7DIVIDENDS
      7ITEM 6.
      
      MANAGEMENT'S DISCUSSION
        AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      8ITEM 7.
      
      FINANCIAL STATEMENTS
      10ITEM 8.
      
      CHANGES IN AND DISAGREEMENTS
        WITH ACCOUNTANTS
      10PART IIIITEM 9.
      
      DIRECTORS AND EXECUTIVE
        OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
        OF THE EXCHANGE ACT
      11ITEM 10.
      
      EXECUTIVE COMPENSATION
      12REMUNERATION PAID TO EXECUTIVES
      12REMUNERATION PAID TO DIRECTORS
      13EMPLOYMENT AGREEMENTS
      13EMPLOYEE BENEFITS
      13ITEM 11.
      
      SECURITY OWNERSHIP OF CERTAIN
        BENEFICIAL OWNERS AND MANAGEMENT
      14ITEM 12.
      
      CERTAIN RELATIONSHIPS AND
        RELATED TRANSACTIONS
      14ITEM 13.
      
      CONTROLS AND PROCEDURES
      14ITEM 14.
      
      EXHIBITS AND REPORTS ON
        FORM 8-K
      15SIGNATURES
      16  ii


PART I ITEM 1. BUSINESS Forward Looking Statements  Certain matters discussed in this Report on Form 10-KSB are "forward-looking
    statements" intended to qualify for the safe harbors from liability established
    by the Private Securities Litigation Reform Act of 1995. These forward-looking
    statements can generally be identified as such because the context of the
    statement will include words such as the Company "believes," "anticipates,"
    "expects," "estimates" or words of similar meaning. Similarly,
    statements that describe the Company's future plans, objectives or goals are
    also forward-looking statements. Such forward-looking statements are subject
    to certain risks and uncertainties which are described in close proximity
    to such statements and which could cause actual results to differ materially
    from those anticipated as of the date of this report. Shareholders, potential
    investors and other readers are urged to consider these factors in evaluating
    the forward-looking statements and are cautioned not to place undue reliance
    on such forward-looking statements. The forward-looking statements included
    herein are only made as of the date of this report and the Company undertakes
    no obligation to publicly update such forward-looking statements to reflect
    subsequent events or circumstances. General San Diego Soccer Development Corporation (formerly Roller Coaster, Inc.),
    ("the Company") was incorporated on December 12, 1995, under the
    laws of the State of Nevada under the name Roller Coaster, Inc. The Company
    engaged in no operations prior to February 10, 2000. On February 10, 2000,
    the Company issued 5,284,369 shares of its previously un-issued common stock
    to the shareholders of San Diego Soccer Development Corporation, a California
    company (SDSDC) in exchange for all of the issued and outstanding shares of
    SDSDC as part of a merger transaction. In December 1999, the Board of Directors
    of SDSDC had unanimously agreed to a merger with the Company, which was then
    a publicly-traded corporation with no operations or tangible assets. The merger
    was approved by a vote of shareholders on February 7, 2000. Following the
    merger, the Company assumed SDSDC's reporting obligations under the Securities
    Exchange Act of 1934. The Articles of Incorporation of Rollercoaster, Inc.
    were subsequently amended to change its name to San Diego Soccer Development
    Corporation. Prior to the merger, the Company had outstanding 5,284,369 shares
    of common stock. Following the merger, the Company had 7,784,369 shares outstanding. SDSDC was founded in 1997 to develop, own, and run a professional soccer
    team in San Diego, California, with the ultimate goal of becoming a Major
    League Soccer franchise. In November 1997, the SDSDC purchased the San Diego
    Flash, an "A" League soccer franchise in the United Soccer Leagues
    for a combination of cash and common stock then valued at $150,000. In December
    1999, SDSDC acquired a Division 3 soccer franchise, the Riverside Elite, for
    cash of $30,000. The San Diego Flash played three seasons, through 2000, and
    the Riverside Elite played the 2000 season. At the conclusion of the 2000
    season, the Company ceased its soccer operations and withdrew its teams from
    competition owing to the high costs associated with operations relative to
    the revenues being generated. In 2001, ownership of the Riverside Elite team
    was forfeited back to the league, while the San Diego Flash continues to operate
    as an amateur team though it is no longer affiliated with the United Soccer
    Leagues. Following the cessation of the soccer operations, the Company was inactive
    during most of calendar 2001. In November 2001, management resumed operations
    under a new operating strategy and began doing business as Soccer Development
    of America. In 2002, the Company commenced development of a monthly soccer
    publication, "90:00 Minutes" which earns revenues through advertising,
    subscriptions and newsstand sales. The Company published the premier issue
    of "90:00 Minutes" in July 2002 and the first monthly issue followed
    in September 2002. The Company's business current strategy incorporates the continued development
    of the "90:00 Minutes" publication to expand the subscription and
    distribution base while building up advertising revenues. Management also
    anticipates introducing e-commerce and the wholesale of soccer-related equipment,
    supplies and paraphernalia through cross promotion with "90 Minutes." On February 7, 2003, the Company signed an Asset Purchase Agreement with
    Latin American Futbol Corporation ("LAFC") to acquire 51% of the
    assets of Golo Lotto (a wholly-owned subsidiary of LAFC), an online Internet
    gaming website that allows wagering on various sporting events around the
    world. The purchase price of the assets was contracted to be $47,000 plus
    1,500,000 shares of the Company's common stock. Although the purchase has
    been agreed to by both parties, the transaction has not yet been consummated,
    and the negotiated consideration will not be transferred until such time that
    the Company obtains full approval from its shareholders and becomes current
    with its SEC filings. The Company anticipates that the Golo Lotto website
    and promotion will be directly complimentary to the marketing and cross-promotion
    of its magazine "90:00 Minutes." The Company's working capital on December 31, 2002 was negative $2,361,067.
    (See "Management's Discussion and Analysis of Results of Operations and
    Financial Condition" herein). The Company's principal executive offices are located at 3803 Mission Blvd.,
    Suite 290, San Diego, California and its telephone number is (858)488-7775.  3    Company Strategy  Our current business operations consist of the production, distribution,
    marketing and revenue generation from our soccer related magazine "90:00
    Minutes." The Company has published 6 issues of "90:00 Minutes"
    commencing with the premier issue in July 2002, followed by the commencement
    of monthly publications in September 2002. During the next twelve months,
    management will focus the Company's resources on expanding circulation of
    "90:00 Minutes" and increasing advertising revenues. We presently outsource the production and printing of our magazine to several
    third parties. Magazine production, including writing, layout and editing,
    is done by Livewire Communications and Sportsvue, Inc. for a flat fee per
    issue which varies by the number of pages. Printing is done by AA One Litho
    Printing, again on a per issue basis which depends on the number of pages
    and the number of copies printed. We have contracted Prestige Periodical Distributors
    to handle all retail distribution. "90:00 Minutes Soccer Magazine"
    is presently available is several major retail outlets throughout the United
    States including Wal-Mart, Borders Books, Barnes and Noble and Books A Million.
    As of May 1, 2003, the Company had a total magazine circulation of 11,000,
    which included 120 paid subscriptions. Under the terms of the distribution
    agreement, the Company pays Prestige Periodical Distributors a commission
    fee of 22% on net sales. Any unpurchased magazines are sent back to be destroyed.
    Our most recent issue of "90:00 Minutes Soccer Magazine" included
    a total of 3 paid advertisements that generated revenues of $4,333.33, and
    5 advertisements paid for through cross promotion. Simultaneous with increasing the presence of "90:00 Minutes Soccer
    Magazine" the Company will introduce an interactive website which incorporates
    additional information, photos, video clips, etc., along with e-commerce capability.
    We expect to offer a variety of soccer merchandise including equipment, supplies,
    and team paraphernalia though both e-commerce and catalogue sales outlets.
    We are in negotiations with several manufacturers and distributors to obtain
    licenses and drop-ship arrangements. As of May 1, 2003, we had not yet commenced
    our wholesaling operations. Our long-term strategy is to become the first full-service soccer provider
    in the market. In addition to the magazine circulation and soccer merchandise
    sales, management expects to gradually incorporate additional services into
    the product mix including reactivating the San Diego Flash to the professional
    level, establishing soccer camps and clinics with professional team tie-ins,
    and building and managing soccer-specific stadiums. We are also actively pursuing other sports-related business opportunities
    that form a strategic fit with the Company's soccer business. The first of
    these opportunities is the acquisition of 51% of the assets of Golo Lotto
    from Latin American Futbol Corporation. Golo Lotto is an Internet gaming site
    that allows wagering on various sporting events throughout the world. Primarily
    marketing in Latin America, Golo Lotto is viewed as a natural marketing extension
    of the Company's soccer-related business. Through cross promotion, we expect
    to achieve certain economies from the immense popularity of soccer in the
    Latin American countries. We anticipate that Golo Lotto will serve only as
    a storefront where patrons can place wagers. The actual bets will be carried
    by a contracted third party.Marketing The Company currently derives revenue from the sales of the "90:00
    Minutes" magazine and sales of advertising in the magazine. Subscription
    sales are derived primarily through a telemarketing campaign and through existing
    contacts in the soccer industry. The Company is presently negotiating to secure
    nationwide newsstand distribution, which should serve to increase subscriptions
    as overall circulation increases. "90:00 Minutes" is priced to be
    competitive with other glossy sports magazines. Advertising sales are primarily generated from direct contact with various
    companies that have shown a prior interest in the soccer and sport industry.
    We also use public relations campaigns and trade shows to generate interest
    from potential advertisers. The Company has signed a cross promotional advertising agreement with Fox
    Sports World, a wholly owned division of Fox Entertainment Group, Inc. Fox
    Sports World is the number one U.S. soccer channel with more than 16 million
    viewers and offers extensive match play from numerous prestigious leagues
    including the Barclaycard English Premier League, La Liga from Spain, the
    German Bundesliga, the Scottish Premier League, the Brazilian League and the
    Argentine League. Under the terms of the agreement, "90:00 Minutes Soccer
    Magazine" will carry a full page, four-color ad for Fox Sports World
    in every issue. The magazine, in turn, will receive promotion on Fox Sports
    World that includes video banners and billboard ads during the Barclaycard
    English Premier League, and Argentinean, German and Scottish Premier League
    matches. Sales of the magazine, as well as advertising, are presently limited to the
    domestic market as part of our goal to develop US interest in the game of
    soccer and to control costs. The magazine's content is focused on the US professional
    teams while including coverage of international competition and regional international
    leagues. We expect to broaden circulation and appeal to the international
    marketplace in late 2003 by including more regional coverage and developing
    a Spanish language edition. Marketing of Golo Lotto will include cross-promotion with the magazine, through
    advertising, in addition to team sponsorships, and arena advertising. For
    logistic and legal reasons, Golo Lotto will only market in the Latin American
    countries.  4   Competition With soccer still emerging in the United States, there is limited competition
    from other soccer-specific magazines. The primary competitor of "90:00
    Minutes" is Soccer America, a weekly publication with a circulation of
    125,000. Soccer America includes limited professional coverage and virtually
    no international league coverage, instead devoting time to youth and college
    programs. "90:00 Minutes", by contrast, is devoted almost entirely
    to coverage of professional soccer, both domestic and international. Since
    it is more narrowly focused, the coverage provided by "90:00 Minutes"
    is more in depth.
    In addition to Soccer America, there are other, smaller regional magazines/newspapers
    focusing on local soccer programs. There is also some competition from European
    magazines that are imported and generally carried in specialty retail stores.
    As for nationwide general circulation of soccer magazines at the newsstand,
    offering both variety of content and quality, the competition is more limited. Competition for merchandise sales is greater, with equipment sales from existing
    uniform manufacturers such as Nike, Adidas, Reebok and Kappa being the major
    source of sales. Physical equipment, such as goals and soccer balls, are generally
    sold by manufacturers through a chain of local sales managers. Distribution
    or equipment also exists through direct mail catalogs and smaller, mostly
    web-based distributors. There is not a general, all-inclusive marketplace,
    either in print or web format, to purchase equipment, supplies, team merchandise
    and general paraphernalia, on the scale and price level being contemplated
    by the Company. Competition in the online gaming industry is intense, with numerous websites
    dedicated to sports wagering aggressively marketing. Golo Lotto intends to
    carve a niche in the market by catering to the Latin American market with
    an emphasis on soccer and other regional sports. We expect to further benefit
    from economies of scale by cross-promoting the website with the "90:00
    Minutes" magazine, and by outsourcing the administration associated with
    maintaining the various lines and processing the transactions.  Government Regulation We do not presently operate in an industry subject to government regulation.
    The annual cost for complying with government regulations is negligible. Upon consummation of the acquisition of Golo Lotto, we will be participating
    in an industry that is highly regulated. Federal law prohibits the operation
    of gaming websites on US soil in addition to the solicitation of wagering
    from persons domiciled in the US We believe that our operational model avoids
    government regulation and allows the Company to operate legally for several
    reasons. First, Golo Lotto is domiciled in the Netherlands of the Antilles
    and all of its operations take place outside of the United States. Second,
    Golo Lotto does not solicit nor accept wagering from the United States. Lastly,
    Golo Lotto does not, in and of itself, perform any bookmaking services. Golo
    Lotto is a storefront that solicits bets from customers and places those bets
    with a third party. The Company has received a legal opinion from counsel
    indicating that it's Golo Lotto operating strategy is in full compliance with
    regulatory and legal authority. Employees The Company presently employs one person, its Chief Executive Officer. All
    other relationships are in the form of independent contractors and consultants. Insurance The Company does not presently have a commercial general liability insurance
    policy. Although there have been no successful claims against the Company,
    there is no assurance that the Company will prevail against any future claim.
    Successful claims could have a serious adverse effect upon the Company's financial
    condition and its future viability. The Company will again seek to obtain
    general liability and product liability insurance at such time when its operations
    dictate. We do not maintain auto insurance coverage or workman's compensation coverage.
    At such time as the Company resumes hiring employees and/or obtains corporate
    automobiles, insurance coverage will be obtained in amounts deemed adequate. We do not carry director and officer liability insurance, but we have agreed
    to indemnify our officers and directors against any personal liability incurred
    as a result of their association with the Company. This agreement has not
    been formalized in writing. Intellectual Property The Company holds two trademarks on the names "San Diego Flash"
    and "90:00 Minutes." ITEM 2. DESCRIPTION OF PROPERTY The Company owns no real property. We lease approximately 1,000 square feet
    of office space in San Diego, California, on a month to month basis at a rate
    of $900 per month.  5   ITEM 3. LEGAL PROCEEDINGS The Company is not currently subject to any legal proceeding, threatened
    or pending. Further, the Company is not aware of any contemplated action or
    proceeding by any governmental authority to which Company is a participant. During fiscal 2001, we borrowed $6,000 from an individual under terms of
    a convertible note payable that became due during 2002. The note holder has
    sued the Company in the San Diego Municipal Court in order to recover its
    $6,000 note plus legal fees from the Company. The Company is currently negotiating
    a settlement in this matter. As of December 31, 2002, the outcome of this
    negotiation remained uncertain. 
      On May 5, 2003, Venture Counsel, Inc. obtained a legal judgement against the company in the amount of $38,802. This amount resulted from past-due legal fees payable to Venture Counsel, Inc. along with various attorney fees, court costs, and accrued interest. At December 31, 2002, the Company has accrued this amount in accounts payable in the attached audited financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of our shareholders during the fourth
    quarter of our fiscal year ended December 31, 2002.      6    PART II  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS Market Information The Company's Common Stock has been traded on the Pink Sheets since January
    2000 under the symbol "SDSD." The following table sets forth the
    trading history of the Common Stock on the Pink Sheets for each quarter of
    the last two fiscal years and the interim period ended March 31, 2003, as
    reported by Dow Jones Interactive. The quotations reflect inter-dealer prices,
    without retail mark-up, markdown or commission and may not represent actual
    transactions.


|Quarter Endings | Quarterly High | Quarterly Low | Quarterly Close
|--------------- | -------------- | ------------- | ---------------
|3/31/2000       | 3.50           | 1.046875      | 1.50           
|6/30/2000       | 1.875          | 0.25          | 1.00           
|9/29/2000       | 1.00           | 0.25          | 1.25           
|12/29/2000      | 0.040625       | 0.0625        | 0.09375        
|3/30/2001       | 0.296875       | 0.03125       | 0.09375        
|6/29/2001       | 0.125          | 0.015625      | 0.015625       
|9/28/2001       | 0.015625       | 0             | 0.015625       
|12/31/2001      | 0.296875       | 0.015625      | 0.046875       
|3/29/2002       | 0.234375       | 0.0625        | 0.1875         
|6/28/2002       | 0.234375       | 0.078125      | 0.171875       
|9/30/2002       | 0.20           | 0.02          | 0.05           
|12/31/2002      | 0.07           | 0.02          | 0.04           
|3/31/2003       | 0.05           | 0.01          | 0.04           

Holders of record

As of May 12, 2003, there were approximately 861 holders of record of the Company's
  common stock.

Dividends

The Company has never paid a cash dividend on its common stock. Payment of
  dividends is at the discretion of the Board of Directors. The Board of Directors
  plans to retain earnings, if any, for operations and does not intend to pay
  dividends in the foreseeable future.

Recent Sales of Unregistered Securities
  Except as otherwise noted, the securities described in this Item 5 were issued
  pursuant to the exemption from registration provided by Section 4(2) of the
  Securities Act of 1933. Each such issuance was made pursuant to individual contracts
  which are discrete from one another and are made only with persons who were
  sophisticated in such transactions and who had knowledge of and access to sufficient
  information about the Company to make an informed investment decision. Among
  the information provided was the fact that the securities issued were restricted
  securities.

No commissions were paid in connection with the transactions described below
  unless specifically noted.

On February 10, 2000, the Company issued 5,284,369 shares of its previously
  UN-issued common stock to the shareholders of San Diego Soccer Development Corporation,
  a California company (SDSDC) in exchange for all of the issued and outstanding
  shares of SDSDC as part of a merger transaction. The shares were issued to accredited
  and less than 35 unaccredited investors pursuant to the exemption provided by
  Rule 506 of the Securities Act of 1933. Because information provided to unaccredited
  shareholders prior to the vote may have been insufficient to meet the disclosure
  requirements of this exemption, and no registration statement was filed with
  and cleared by the US Securities & Exchange Commission and applicable state
  agencies prior to the vote and the completion of the merger, the merger is subject
  to the possible rescission by the shareholders of either company.



7

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On March 6, 2000, the Company issued 1,250,000 shares of restricted common
  stock, valued at $1.00 per share, to secure a line of credit with one of the
  Company's shareholders, Broadleaf Capital, Inc. In the event of default, Broadleaf
  may terminate the Agreement, declare the outstanding balance to be due and payable,
  and convert the balance into common restricted shares of the Company. The new
  shares to be issued would be the number necessary for the Lender to have a cumulative
  ownership position of 53% of the then issued and outstanding shares plus all
  unexecuted options and warrants. The Company has been in technical default on
  its credit lines that were due on December 31, 2000; however, barring notification
  of such default, the credit lines are renewed every sixty (60) days under identical
  terms. Broadleaf has not taken any legal action against the Company nor given
  notice of default as permitted in the agreement. As a result, the obligation
  is treated as a current liability in the accompanying financial statements.

The Company had the following common stock option transactions during the two
  years ended December 31, 2002:



Shares
      
      Weighted Average Exercise Price
      
      
      ContractualLife of Options OutstandingOptions outstanding at January 1, 2002
      
      1,245,300
      $
      0.17
      
      
      3.42 yearsOptions granted
      
      75,000
      $
      0.25
      
      
      2.00 yearsOptions exercised
      
      32,500
      
      0.05
      
      
      -Options forfeited or expired
      
      -
      
      -
      
      
      -Options outstanding at December 31, 2002
      
      1,287,800
      $
      0.18
      
      
      2.16 yearsOptions price range at end of year:
      
      $0.05 through $1.25Excercisable at end of year
      
      1,287,800 Subsequent to December 31, 2002, the Company cancelled 445,000 outstanding stock
  options and issued 44,500 shares of restricted common stock as consideration
  to the option holders. The remaining 843,800 stock options, which had been issued
  to various consultants, were cancel for non-performance. During 2001, the Company issued 290,000 shares of its common stock for cash
    at $0.05 per share to accredited investors, and an additional 150,122 shares
    if its common stock were issued in conversion of $150,122 in promissory notes
    and accrued interest. The stock issued is restricted under Rule 144 of the
    Securities Act of 1933. During 2002, the Company issued 6,180,500 shares of its common stock for
    cash at $0.05 per share to accredited investors, 15,042,000 shares for services
    at $0.05 per share, an additional 452,000 shares in conversion of $10,000
    in promissory notes, and 32,500 upon exercise of stock options. The stock
    issued is restricted under Rule 144 of the Securities Act of 1933. Commencing September 14, 2002, the Company began issuing subordinated convertible
    debentures to accredited investors only. The debentures bear interest at 10%,
    mature six months from the date of issuance, and are convertible into restricted
    common stock at a discount to market of 50% from the closing bid price on
    the date of conversion. Through December 31, 2002, a total of $161,000 had
    been raised under these terms and no debentures had been converted. The aggregate
    amount of subordinated convertible debentures being offered is $200,000. The Company has outstanding a total of 285,400 in convertible promissory
    notes payable from prior periods. All of these notes are due and payable and
    convertible into restricted shares of the Company's common stock at $1.00
    per share. The Company made cash payments on the notes totaling $5,950 and
    $8,900, during 2002 and 2001, respectively, and $10,000 in outstanding notes
    were converted into 452,000 shares in 2002, and $5,100 converted into 5,100
    shares in 2001.  ITEM 6. MANAGEMENT'S DISCUSSION
    AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Company's
    financial statements and the notes thereto and the other financial information
    appearing elsewhere in this document. In addition to historical information,
    the following discussion and other parts of this document contain forward-looking
    information that involves risks and uncertainties. Actual results could differ
    materially from those anticipated by such forward-looking information due
    to a number of factors beyond the Company's control. 
    Year Ended December 31, 2002 Compared to Year Ended December 31, 2001.  8   Net Revenues Net revenues decreased from $18,460 for the year ended December 31, 2001
    to $5,613 for the year ended December 31, 2002. This decrease resulted primarily
    from the Company's ceasing operating its soccer franchises during the first
    quarter of 2001 and commencing operating its magazine business in late 2002.
    Revenues recorded in 2001 resulted entirely from ticket sales, corporate sponsorships
    and concession sales associated with soccer operations. During 2002, revenues
    represented magazine sales of $5,613, and advertising sales of $3,859.31.
    In addition, the Company recorded $20,518 in unearned revenues for 2002 relating
    to the prepayment of magazine subscriptions and advertising. Operating Expenses Operating expenses during the year ended December 31, 2002 increased $884,055
    over the year ended December 31, 2001, from $343,137 to $1,227,192. The primary
    increase in operating expenses in 2002 was attributed to consultants who were
    paid in aggregate $801,772. Of this amount, $752,100 was paid through the
    issuance of 15,042,000 shares of the Company's restricted common stock, which
    was recorded at $0.05 per share. Included in consulting expenses were costs
    of $778,913 paid to produce and distribute "90:00 Minutes." Payroll
    and payroll related taxes were $191,100 for fiscal 2002, compared to $182,219
    for fiscal 2001. For both fiscal 2002 and 2001, the primary payroll expense
    was $133,000 imputed for the Company's chief executive officer, Mr. Yan Skwara.
    Mr. Skwara did not receive any pay from the Company during either year and
    the amount of imputed salary was booked as contributed capital as Mr. Skwara
    does not anticipate being paid for these past services. Other Income and Expense Other expense was $377,543 for the year ended December 31, 2002, compared
    to $84,455 for the year ended December 31, 2001. Included in other expenses
    during fiscal 2002 and 2001 were interest expenses of $409,853 and $156,859,
    respectively. The increase in interest expense resulted from an increase the
    total debt burden during 2002. During the years ended December 31, 2002 and
    2001, the Company also recorded other income of $ 32,310 and $72,307, respectively,
    resulting from the forgiveness of certain trade payables and notes payable. Net Loss As a result of the above-mentioned factors, the Company incurred a loss
    of $1,559,122 for the year ended December 31, 2002, compared to a loss of
    $409,132 the prior year, an increase of $1,149,990. As stated above, the increase
    in loss is primarily attributed the cessation of operations during early 2001
    combined with the development and implementation of a new business plan during
    fiscal 2002. Liquidity and Capital Resources As of December 31, 2002, the Company had negative working capital of $2,361,067
    which included a bank overdraft of $3,197. Since inception, the Company has
    recorded an accumulated deficit of $8,655,023. Following the cessation of
    the soccer operations, the Company was inactive during most of calendar 2001.
    In November 2001, management resumed operations under a new operating strategy
    and began doing business as Soccer Development of America. In 2002, the Company
    commenced development of a monthly soccer publication, "90:00 Minutes,"
    which earns revenues through advertising, subscriptions and newsstand sales.
    The Company published the premier issue of "90:00 Minutes" in July
    2002 and the first monthly issue followed in September 2002. During fiscal
    2002, the Company incurred a net loss of $1,559,122, which resulted in negative
    cash flow from operations of $411,136. As a result, there is substantial doubt
    about the Company's ability to continue as a going concern. There is no assurance
    that advertising revenues, subscriptions and newsstand sales will provide
    adequate working capital to fund ongoing operations and meet current obligations.
    Further, the magazine and publishing industry is highly competitive. So, while
    direct competition from soccer-related publications is limited, there remains
    intense competition for limited advertising dollars. In the event the Company
    is unable to attract adequate advertisers and/or sell enough magazines to
    cover the costs of operations, there is substantial doubt about the Company's
    ability to continue as a going concern. The Company does not anticipate any
    cash expenditures for capital equipment or material contracts over the next
    twelve months. The sole acquisition contemplated, the acquisition of Golo
    Lotto, is expected to be consummated through the issuance of restricted common
    stock (See Note 11 in Note to Accompanying Financial Statements). 9   From the recommencement of business operations in November 2001 through
    December 31, 2002, the Company sustained operations through the sale of common
    stock in private placement transactions and through the issuance of subordinated
    convertible debentures. During this period, the Company raised $324,000 through
    the issuance of 6,470,500 shares of common stock at a price of $0.05 per share.
    The stock issued is restricted under Rule 144 of the Securities Act of 1933.
    Commencing September 14, 2002, the Company began issuing subordinated convertible
    debentures. The debentures bear interest at 10%, mature six months from the
    date of issuance, and are convertible into restricted common stock at a discount
    to market of 50% from the closing bid price on the date of conversion. Through
    December 31, 2002, a total of $161,000 had been raised under these terms and
    no debentures had been converted. The aggregate amount of subordinated convertible
    debentures being offered is $200,000. There is no guarantee that our cash
    requirements will not exceed the proceeds from the offering, even assuming
    that the entire offering is sold. In the event additional capital is required,
    we may need to sell additional securities in future offerings, either private
    or public, or to obtain additional financing from other sources. There can
    be no assurance that we will be able to obtain such additional funds if required
    either at the time the funds are needed or on terms favorable to us. If additional
    funds are not available, the Company may cease to operate as a going concern. ITEM 7. FINANCIAL STATEMENTS Our financial statements appear beginning at page F-1. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS None.       10


PART III



ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE
  REGISTRANT

Our directors and executive officers and their ages as of September 30, 2002,
  are as follows:



|NAME                     | AGE | POSITION                                       
|------------------------ | --- | -----------------------------------------------
|Yan K. Skwara            | 37  | Chief Executive Officer, President and Director
|                         |     |                                                
|Shane Traveller          | 36  | Director*                                      
|                         |     |                                                
|Lonn Paul                | 32  | Secretary, Director                            
|                         |     |                                                
|Bill Hodson              | 36  | Director*                                      
|                         |     |                                                
|Christian B. Hershberger | 34  | Director*                                      
|                         |     |                                                

*Denotes Independent Contractor

The following is a brief description of the background of our directors and
  executive officers.

Background Information

Yan K. Skwara, has been President and a Director of the Company since its inception;
  he was elected CEO of the Company in September 1998. For the past five years,
  Mr. Skwara has been employed with the company, Mr. Skwara is currently employed
  full-time with the Company and brings his prior experience in the investment
  banking world to the Company. Mr. Skwara has significant experience in management,
  product support and overall knowledge in the investor relations arena. Mr. Skwara
  also maintains a significant background in the soccer industry. He is a student
  of the game and has been actively playing the game for 20 years and began his
  professional career in soccer at age nineteen where he signed his first professional
  contract with a club in Germany. Prior to playing overseas, Mr. Skwara studied
  and played at California State University of Los Angeles. He played in Germany
  for two years before coming back to the states to finish his career in Los Angeles.
  After a professional career, Mr. Skwara acquired his Soccer "D" Coaching
  License and also was founder and partner of a semi-pro franchise in Dallas,
  Texas in 1994.

Shane H. Traveller, was appointed to the Board of Directors in February 2003
  and serves as the Chairman of the Company's audit committee. A Certified Public
  Accountant, Mr. Traveller is a partner with Peak Solutions, a business consulting
  company that specializes in start-up and small-cap clients. Previously, Mr.
  Traveller was president and chief operating officer of Trimedyne, Inc., a Nasdaq
  National Market company the developed and manufactured surgical lasers where,
  prior to becoming the company' president, he had served as the chief financial
  officer. Before working for Trimedyne, Mr. Traveller was a co-founder and chief
  financial officer for Pyro Shield, Inc., a manufacturer and distributor of aerospace
  insulation materials, and chief financial officer of Worldwide Investment Network,
  Inc., an asset management and financial services company. Mr. Traveller practiced
  public accounting with Arthur Andersen, LLP and with Corbin & Wertz, LLP,
  in their respective Orange County, California offices. Mr. Traveller holds Bachelor
  of Science degrees in accounting and finance from Brigham Young University.

Lonn Paul, has served as a Director of the Company since May 10, 2002. He serves
  also as corporate secretary. Previously, Lonn Paul's back ground in the game
  of soccer is significant in that he has been both a player, coach and manager
  of different youth and adult soccer teams in San Diego County. Lonn Paul also
  served on the board of directors for the Mesa Soccer Association in 1994 through
  1997. Going back to 1987 through 1990, Lonn Paul worked in the restaurant industry
  for Rubios, McDonalds, Burger King in the capacity of manager for these restaurant
  chains.

Bill Hodson, has served on the Company's Board of Directors since April 2002.
  He is currently also the Director of Client Services, a non-executive position,
  at Livewire Corporate Communications, Inc., which has been retained by the Company
  to provide support to its marketing and distribution strategies for "90:00
  Minutes". Mr. Hodson is a creative and multi-faceted sales professional,
  with over ten years of successful sales, marketing and advertising experience.
  Prior to going to work for Livewire, Mr. Hodson worked with eFront Media, Inc.
  in Irvine, California, where he was Director of Marketing. In that position,
  he developed account management plans, including sales strategies, market share
  objectives and financial projections, managed multiple budget relating to marketing
  and advertising activities, coordinated with management the development and
  implementation of all corporate policies and procedures, as well as sales and
  marketing plans, provided leadership and direction to the sales force, spearheaded
  business development activities and organized focus groups to tune the company's
  product positioning. Mr. Hodson was a business consultant with his own company,
  Hodson Marketing, in Orange, California from 1998 to 2000 before it was sold
  to eFront Media in 2000. During the time, he introduced a new media company
  comprised of three primary properties - Ball-Striker Weekly, Ball-Striker TV
  and Equipment Promotion. He was the managing editor for Avid Golfer Magazine,
  a bi-monthly golf publication distributed to golf courses and retailers throughout
  Southern California. He also formulated and implemented marketing introduction
  plans for multiple beverage products sold to national retailers for Lighthouse
  Food and Beverage. Mr. Hodson was a Sales Manager for Winn Grips, Inc. from
  1996 to 1998, where he built a national sales team and assisted in international
  channel development, increasing sales from $16,000 to $3.8 million in less than
  two years. Mr. Hodson holds a degree in Business Studies from Fullerton College,
  Fullerton, California, and has been published in the Orange County Metropolitan,
  Las Vegas Review Journal, Los Angeles Times, USA Today, and the Wall Street
  Journal, among others.



11

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Christian B. Hershberger, has been a member of the Company's Board of Directors
  since January 2002, when he was appointed to fill one of two newly created positions.
  He was formerly the Vice President of Business Development of Soccermall.net,
  now Affiliated Sports Management Corp. ("ASMC"), a position he held
  until October 2002. ASMC currently develops software for the sports industry
  with a primary focus on soccer. In his capacity as V.P. of Business Development,
  a position he has held since April 4, 2002, Mr. Hershberger acted as the direct
  contact with retailers, sports camps, tournament administrators and coaches
  from coast to coast. Prior to going to work with ASMC, Mr. Hershberger worked
  as a stock broker and investment banker for over four years, and spent another
  two years running his own business as a consultant for structuring debt and
  creative cash flow solutions for small and medium-sized companies. He currently
  acts as the head business consultant for the Texas Spurs organization, which
  is a club completing in the Premier Development League of the United Soccer
  League. He holds a level "D" coaching license, and is working to obtain
  his national "C" license rating during the next year. He has been
  a veteran of the game for over 25 years, and has been coaching competitively
  for over five years.

Meetings

During the year ended December 31, 2002, the Board of Directors met on five
  occasions. Each incumbent Director attended at least 75% of the total number
  of meetings of the Board of Directors.

Compensation Of Directors

We have no standard arrangement pursuant to which our Directors are compensated
  or services provided as a Director. Mr. Traveller receives $1,500 per month
  for serving as Chairman of our Audit Committee. All other directors received
  a stock grant of 50,000 shares of restricted common stock during fiscal 2002
  as compensation for their service on the Board of Directors.



ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth the annual and long-term
  compensation for services in all capacities for the years ended December 31,
  2002 and 2001 paid to Yan K. Skwara, our current Chief Executive Officer. No
  other executive officers received compensation exceeding $100,000 during the
  year ended December 31, 2002.

|                           
|---------------------------
|Summary Compensation Table 
|                           
|                           
|                           
|                           
|                           
|Name and Principal Position
|                           
|Yan K. Skwara              
|Chief Executive Officer    
|                           
|                           

(1) Mr. Skwara became Chief Executive Officer effective as of December 20, 2001.

(2) Represents imputed salary which was written off to contributed capital
  as Mr. Skwara elected not to receive payment for these services.

12

---



The following table sets forth certain information concerning the number of
  individual grants of stock options made during the year ended December 31, 2002
  to each of the named executive officers:

Aggregated Option Grants In Last Fiscal Year


|Name          |  | Number of Securities Underlying Options
        Granted |  | % of Total Options Grated to Employees in Fiscal Year |  | Exercise Price |  | Expiration Date | 
|------------- |  | ------------------------------------------------------- |  | ----------------------------------------------------- |  | -------------- |  | --------------- | 
|              |  |                                                         |  |                                                       |  |                |  |                 | 
|Yan K. Skwara |  | --                                                      |  | --                                                    |  | --             |  | --              | 
|              |  |                                                         |  |                                                       |  |                |  |                 | 
|Total         |  | --                                                      |  | --                                                    |  |                |  |                 | 
|              |  |                                                         |  |                                                       |  |                |  |                 | 



The following table sets forth certain information concerning the number and
  value of securities underlying exercisable and unexercisable stock options as
  of the year ended December 31, 2002 for named officers of the Company.



Aggregated Option
  Exercises In Last Fiscal Year And Fiscal Year-End Option Values



|Name          |  | Number of Shares Acquired on Exercise |  | Value Realized |  | Number of Securities Underlying Unexercised
        Options at 
        December 31, 2001 Exercisable/Unexercisable |  | Value of Unexercised In-The-Money Options
        at December 31, 2001 Exercisable/Unexercisable (1) | 
|------------- |  | ------------------------------------- |  | -------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | 
|              |  |                                       |  |                |  |                                                                                                                     |  |                                                                                                      | 
|Yan K. Skwara |  | --                                    |  | --             |  | Exercisable    150,000                                                                                              |  | Exercisable    $0.00                                                                                 | 
|              |  |                                       |  |                |  | Unexercisable     --                                                                                                |  | Unexercisable     --                                                                                 | 
|              |  |                                       |  |                |  |                                                                                                                     |  |                                                                                                      | 
|              |  |                                       |  |                |  |                                                                                                                     |  |                                                                                                      | 





##### 

##### 

##### 

##### 

(1) The value of unexercised in-the-money options at fiscal year
  end is calculated using the last sale price of $0.04 per share as of December,
  the last trading day of 2002, as reported on the OTC Bulletin Board.

Employment Agreements

The Company does not currently have any employment agreements in
  place.

Indemnification

As permitted by the provisions of the General Corporation Law of
  the State of Nevada, the Company has the power to indemnify any person who was
  or is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, by reason of the fact that the person is or was a director,
  officer, employee or agent of the corporation if such officer or director acted
  in good faith and in a manner reasonably believed to be in or not opposed to
  the best interest of the Company. Any such person may be indemnified against
  expenses, including attorneys fees, judgments, fines and settlements in
  defense of any action, suit or proceeding. The Company does not maintain directors
  and officers liability insurance.

Compliance With Section 16(a) of the Securities Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires directors
  and executive officers, and persons who own more than 10% of a registered class
  of our equity securities to file with the Securities and Exchange commission
  initial reports of ownership and reports of changes in ownership of Common Stock
  and other of our equity securities. Officers, directors and greater than 10%
  shareholders are required by SEC regulations to furnish the Company with copies
  of all Section 16(a) forms they file.

13

---



The Company is not aware of any instances since January 1, 2001,
  where an executive officer, director or owner of more than ten percent of the
  outstanding shares of our common stock failed to comply with reporting requirements
  of Section 16(a) of the Securities Exchange Act of 1934 other than:



ITEM 11. SECURITY OWNERSHIP OF CERTAIN
  BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information as December 31, 2002 concerning
  the beneficial ownership of the Companys common stock by (i) each director,
  (ii) each named executive officer, (iii) each shareholder known by the Company
  to be the beneficial owner of more than 10% of its outstanding Common Stock,
  and (iv) the directors and officers as a group. Except as otherwise indicated,
  the persons named in the table have sole voting and investing power with respect
  to all shares of Common Stock owned by them.



|Title of Class                |  | Name and Address of Beneficial Owner                                                            |  | Amount of Nature of Beneficial Ownership |  | Percent of Class
|----------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ----------------
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Yan K. Skwara, CEO
        3803 Mission Blvd. Suite 290
        San Diego, CA 92109             |  | 2,644,906 shares (1)                     |  | 15.55%          
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Shane H. Traveller
      3803 Mission Blvd. Suite 290
      San Diego, CA 92109                 |  | 450,000 shares                           |  | <1%             
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Lonn Paul, Director
      3803 Mission Blvd. Suite 290
      San Diego, CA 92109                |  | 50,000 shares                            |  | <1%             
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Bill Hodson, Director
      3803 Mission Blvd. Suite 290
      San Diego, CA 92109              |  | 50,000 shares                            |  | <1%             
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Christian B. Hershberger, Director
      3803 Mission Blvd. Suite 290
      San Diego, CA 92109 |  | 50,000 shares                            |  | <1%             
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Officers and Directors as a group                                                               |  | 2,894,906 shares                         |  | 17%             
|                              |  |                                                                                                 |  |                                          |  |                 
|$0.001 par value common stock |  | Broadleaf Capital Partners                                                                      |  | 40,755,816 (2)                           |  | 53%             

(1) Includes 2,071,428 shares held by Mr. Skwara and fully vested
  options to purchase 150,000 shares of common stock held by Mr. Skwara.

(2) Amount represents number of shares into which Broadleaf's line
  of credit could be converted if the default provision of such line of credit
  are exercised. Broadleaf has not notified the Company of its default or intent
  to seek remedy under default. Accordingly, these shares have not been issued
  and are not considered in the total number of shares outstanding.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We believe that all prior related party transactions have been entered
  into upon terms no less favorable to us than those that could be obtained from
  unaffiliated third parties. Our reasonable belief of fair value is based upon
  proximate similar transactions with third parties or attempts to obtain the
  consideration from third parties. All ongoing and future transactions with such
  persons, including any loans or compensation to such persons, will be approved
  by a majority of disinterested members of the Board of Directors.

On March 6, 2000, the Company entered into a Credit Line Loan Agreement with
  Broadleaf Capital Partners, one of its shareholders. The advances bear interest
  at 10% per annum and the unpaid principal and interest was due on December 31,
  2000. In order to secure the line of credit, the Company paid an underwriting
  fee to the lender in the form of 1,250,000 restricted shares of common stock
  (see Management's Discussion and Analysis, above). At December 31, 2002, the
  principal balance on this Credit Line was $694,612, and with accrued interest,
  $884,880. In connection with the Agreement, the Company also agreed to reconstitute
  its Board of Directors by allowing the Lender to nominate 3 of the 5 directors,
  and to allow the Lender to approve certain budgets and significant expenditures,
  and to receive monthly financial statements from the Company. In addition, the
  agreement stipulates that the Lender will provide certain accounting and senior
  management overview services and public company reporting oversight in exchange
  for one percent (1%) of the Company's gross revenues. In the event of default,
  the Lender may terminate the Agreement, declare the outstanding balance to be
  due and payable, and convert the balance into common restricted shares of the
  Company. The new shares to be issued would be the number necessary for the Lender
  to have a cumulative ownership position of 53% of the then issued and outstanding
  shares plus all unexecuted options and warrants. The Company is in default on
  its credit lines that were due on December 31, 2000. The holders have not taken
  any legal action against the Company as permitted in the agreement, nor have
  they elected to nominate directors as also permitted.
  During the years ended December 31, 2001 and 2000, the Company received cash
  advances totaling $85,377 from a company whose president and CEO is Yan Skwara,
  President/CEO of San Diego Soccer Development Corporation. Interest on this
  note accrues at 10.0% per annum, and the balance is due on demand. During the
  year ended December 31, 2002, the Company made cash payments on this note totaling
  $64,593 to satisfy its obligation to this related party in full.

Further, the Company borrowed an additional $9,987 during the 2000 fiscal
  year from a company with common directors. Interest on this note accrues at
  10.0%, and the balance is due on demand. At December 31, 2002, the balance on
  this note was $9,987, with accrued interest of $2,463. As of December 31, 2002,
  no demand for payment on this note had been made.

ITEM 13. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Based on an evaluation under
  the supervision and with the participation of the our management as of a date
  within 90 days of the filing date of this Annual Report on Form 10-KSB, our
  principal executive officer and principal financial officer have concluded that
  our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
  under the Securities Exchange Act of 1934, are effective to ensure that information
  required to be disclosed in reports that we file or submit under the Exchange
  Act is recorded, processed, summarized and reported within the time periods
  specified in SEC rules and forms.

Changes in Internal Controls. There were no significant changes in our internal
  controls or in other factors that could significantly affect these controls
  subsequent to the date of their evaluation. There were no significant deficiencies
  or material weaknesses, and therefore there were no corrective actions taken.
  However, the design of any system of controls is based in part upon certain
  assumptions about the likelihood of future events and there is no certainty
  that any design will succeed in achieving its stated goal under all potential
  future considerations, regardless of how remote.

ITEM 14. EXHIBITS AND REPORTS ON FORM
  8-K

(a)(1)(2) Financial Statements. See index to financial statements
  and supporting schedules.

(a)(3) Exhibits.

The following exhibits are filed as part of this statement:

The exhibits listed below are required by Item 601 of Regulation
  S-B. Each management contract or compensatory plan or arrangement required to
  be filed as an exhibit to this Form 10-KSB has been identified.

|Exhibit No. | Description                                                                                                                             | Location                                                                                                                                                                               
|----------- | --------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                         |                                                                                                                                                                                        
|3.1         | Articles of Incorporation                                                                                                               | Filed herewith                                                                                                                                                                         
|            |                                                                                                                                         |                                                                                                                                                                                        
|3.2         | By-Laws                                                                                                                                 | Filed herewith                                                                                                                                                                         
|            |                                                                                                                                         |                                                                                                                                                                                        
|3.3         | Articles of Incorporation of SDSDC                                                                                                      | Incorporated by reference to corresponding Exhibit previously
      filed as an Exhibit to Registrant's Form 10-SB filed October 29, 1999                                              
|            |                                                                                                                                         |                                                                                                                                                                                        
|3.4         | Bylaws of SDSDC                                                                                                                         | Incorporated by reference to corresponding Exhibit previously
      filed as an Exhibit to Registrant's Form 10-SB filed October 29, 1999                                              
|            |                                                                                                                                         |                                                                                                                                                                                        
|4.1         | Form of Common Stock Certificate                                                                                                        | Incorporated by reference to corresponding Exhibit
      previously filed as an Exhibit to Registrant's Form 10-KSB for the year
      ended December 31, 2000 filed on January 7, 2003
|            |                                                                                                                                         |                                                                                                                                                                                        
|10.1        | Rollercoaster, Inc. Merger Agreement                                                                                                    | Filed herewith.                                                                                                                                                                        
|            |                                                                                                                                         |                                                                                                                                                                                        
|10.2        | Prestige Periodical Distributors distribution agreement                                                                                 | Filed herewith.                                                                                                                                                                        
|            |                                                                                                                                         |                                                                                                                                                                                        
|10.3        | Credit Line Loan Agreement with Broadleaf Capital Partners                                                                              | Filed herewith.                                                                                                                                                                        
|            |                                                                                                                                         |                                                                                                                                                                                        
|10.4        | First Amendment to Credit Line Loan Agreement                                                                                           | Filed herewith.                                                                                                                                                                        
|            |                                                                                                                                         |                                                                                                                                                                                        
|99.1        | CEO Certification Pursuant to 18 USC, Section 1350, as Adopted
      Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith                                                                                                                                                                         
|            |                                                                                                                                         |                                                                                                                                                                                        



(b) Reports on Form 8-K

None

15

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
  Act of 1934, the registrant has duly caused this report to be signed on its
  behalf by the undersigned, thereto duly authorized.

SAN DIEGO SOCCER DEVELOPMENT CORPORATION

By: /s/ Yan Skwara
  Yan K. Skwara, Chief Executive Officer 
  Date: May 23, 2003



Pursuant to the requirements of the Securities Exchange Act of 1934,
  this report has been signed below by the following persons on behalf of the
  registrant and in the capacities and on the dates indicated.



|SIGNATURE                                               |  | TITLE                                           |  | DATE        
|------------------------------------------------------- |  | ----------------------------------------------- |  | ------------
|                                                        |  |                                                 |  |             
|/s/ Yan K. Skwara
      Yan K. Skwara                   |  | President, Chief Executive Officer and Director |  | May 23, 2003
|                                                        |  |                                                 |  |             
|/s/ Shane H. Traveller
      Shane H. Traveller         |  | Director                                        |  | May 23, 2003
|                                                        |  |                                                 |  |             
|/s/ Lonn Paul
      Lonn Paul                           |  | Director                                        |  | May 23, 2003
|                                                        |  |                                                 |  |             
|/s/ Bill Hodson
      Bill Hodson                       |  | Director                                        |  | May 23, 2003
|                                                        |  |                                                 |  |             
|/s/ Christian Herschberger
      Christian Herschberger |  | Director                                        |  | May 23, 2003

16

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  a Nevada corporation
  CERTIFICATION OF CHIEF EXECUTIVE OFFICER 
  AND PRINCIPAL FINANCIAL OFFICER



I, Yan K. Skwara, certify that:

> 1. I have reviewed this annual report on Form 10-KSB of San Diego Soccer Development
>     Corporation;
>   2. Based on my knowledge, this annual report does not contain any untrue
>     statement of a material fact or omit to state a material fact necessary to
>     make the statements made, in light of the circumstances under which such statements
>     were made, not misleading with respect to the period covered by this annual
>     report;
>   3. Based on my knowledge, the financial statements, and other financial information
>     included in this annual report, fairly present in all material respects the
>     financial condition, results of operations and cash flows of the registrant
>     as of, and for, the periods presented in this annual report;
>   4. The registrant's other certifying officers and I are responsible for establishing
>     and maintaining disclosure controls and procedures (as defined in Exchange
>     Act Rules 13a-14 and 15d-14) for the registrant and have:
>   a) designed such disclosure controls and procedures to ensure that material
>       information relating to the registrant, including its consolidated subsidiaries,
>       is made known to us by others within those entities, particularly during
>       the period in which this annual report is being prepared;
>     b) evaluated the effectiveness of the registrant's disclosure controls
>       and procedures as of a date within 90 days prior to the filing date of this
>       annual report (the "Evaluation Date"); and
>     c) presented in this annual report our conclusions about the effectiveness
>       of the disclosure controls and procedures based on our evaluation as of
>       the Evaluation Date;
>   5. The registrant's other certifying officers and I have disclosed, based
>     on our most recent evaluation, to the registrant's auditors and the audit
>     committee of registrant's board of directors (or persons performing the equivalent
>     functions):
>   a) all significant deficiencies in the design or operation of internal
>       controls which could adversely affect the registrant's ability to record,
>       process, summarize and report financial data and have identified for the
>       registrant's auditors any material weaknesses in internal controls; and
>     b) any fraud, whether or not material, that involves management or other
>       employees who have a significant role in the registrant's internal controls;
>       and
>   6. The registrant's other certifying officers and I have indicated in this
>     annual report whether there were significant changes in internal controls
>     or in other factors that could significantly affect internal controls subsequent
>     to the date of our most recent evaluation, including any corrective actions
>     with regard to significant deficiencies and material weaknesses.

Date: May 23, 2003

Yan K. Skwara
  Chief Executive Officer and Principal Financial Officer



17

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION

FINANCIAL STATEMENTS

December 31, 2002















F-1

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CONTENTS



|Independent Auditors' Report                 | F-3
|-------------------------------------------- | ---
|                                             |    
|Balance Sheet                                | F-4
|                                             |    
|Statements of Operations                     | F-5
|                                             |    
|Statements of Stockholders' Equity (Deficit) | F-6
|                                             |    
|Statements of Cash Flows                     | F-7
|                                             |    
|Notes to the Financial Statements            | F-9



F-2

---

INDEPENDENT AUDITORS' REPORT



To the Board of Directors
  San Diego Soccer Development Corporation
  San Diego, California

We have audited the accompanying balance sheet of San Diego Soccer Development
  Corporation as of December 31, 2002, and the related statements of operations,
  stockholders' equity (deficit) and cash flows for the years ended December 31,
  2002 and 2001. These financial statements are the responsibility of the Company's
  management. Our responsibility is to express an opinion on these financial statements
  based on our 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 San Diego Soccer Development
  Corporation as of December 31, 2002 and the results of its operations and its
  cash flows for the years ended December 31, 2002 and 2001, in conformity with
  accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
  will continue as a going concern. As discussed in Note 9 to the financial statements,
  the Company has incurred significant losses which have resulted in an accumulated
  deficit, raising substantial doubt about its ability to continue as a going
  concern. Management's plans in regard to these matters are also described in
  Note 9. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.

HJ Associates & Consultants, LLP
  Salt Lake City, Utah
  April 22, 2003



F-3

---

SAN DIEGO SOCCER DEVELOPMENT CORPORATION
 BALANCE SHEET
 ASSETSDecember 31, 2002CURRENT ASSETSCash
        $
        -Total Current Assets
        
        -PROPERTY AND EQUIPMENT (Net) (Notes 1 and 2)
        
        11,502TOTAL ASSETS
        $
        11,502LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESBank overdraft
        $
        3,197Accounts payable
        
        327,054Accrued expenses (Note 7)
        
        779,653Unearned revenue
        
        20,518Note payable-related party (Note 4)
        
        9,987Credit line payable - related party (Note 4)
        
        694,612Convertible promissory notes (Note 6)
        
        446,400Notes payable (Note 5)
        
        79,646Total Current Liabilities
        
        2,361,067Total Liabilities
        
        2,361,067COMMITMENTS AND CONTINGENCIES (Note 10)STOCKHOLDERS' EQUITY (DEFICIT)Common stock: 50,000,000 shares authorized of $0.001 par value,
              31,535,154 shares issued and outstanding
        
        31,535Additional paid-in capital
        
        6,274,203Treasury stock, at cost
        
        (280)Accumulated deficit
        
        (8,655,023)Total Stockholders' Equity (Deficit)
        
        (2,349,565)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
        $
        11,502
  The accompanying notes are an integral part of these financial statements. F-4   SAN DIEGO SOCCER DEVELOPMENT CORPORATION


STATEMENTS OF OPERATIONS


For the Year Ended 
          December 31, 2002
      
      For the Year Ended 
        December 31, 2001REVENUESTicket sales
      $
      -
      
      $
      13,560Corporate sponsorships
      
      -
      
      
      2,500Other revenue
      
      -
      
      
      2,400Magazine-related revenues
      
      5,613
      
      
      -Total Revenues
      
      5,613
      
      
      18,460EXPENSESPayroll and payroll taxes
      
      191,110
      
      
      182,219General and administrative
      
      228,830
      
      
      155,438Consulting
      
      801,772
      
      
      -Depreciation and amortization
      
      5,480
      
      
      5,480Total Expenses
      
      1,227,192
      
      
      343,137Loss From Operations
      
      (1,221,579)
      
      
      (324,677)OTHER INCOME (EXPENSE)Gain on forgiveness of debt
      
      32,310
      
      
      72,307Interest income
      
      -
      
      
      97Interest expense
      
      (409,853)
      
      
      (156,859)Total Other Income (Expense)
      
      (377,543)
      
      
      (84,455)NET LOSS
      $
      (1,599,122)
      
      $
      (409,132)BASIC LOSS PER SHARE
      $
      (0.09)
      
      $
      (0.04)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
      $
      17,631,619
      
      $
      9,401,533


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


F-5

---

##### 



SAN DIEGO SOCCER DEVELOPMENT CORPORATION
            Statements of Stockholders' Equity (Deficit)Common StockShares
      
      
      Amount
      
      
      Additional Paid-In Capital
      
      
      Treasury Stock
      
      
      Accumulated DeficitBalance, December 31, 2000
      
      9,388,032
      
      $
      9,388
      
      $
      4,755,085
      
      $
      -
      
      
      (6,646,769)Common stock issued for cash
      
      290,000
      
      
      290
      
      
      14,210
      
      
      -
      
      
      -Common stock issued in conversion of promissory notes
      
      150,122
      
      
      150
      
      
      149,972
      
      
      -
      
      
      -Treasury stock purchased
      
      -
      
      
      -
      
      
      -
      
      
      (105)
      
      
      -Contributed capital
      
      -
      
      
      -
      
      
      133,000
      
      
      
      
      
      -Net loss for the year ended
        December 31, 2001
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (409,132 )Balance, December 31, 2001
      
      9,828,154
      
      $
      9,828
      
      $
      5,040,267
      
      $
      (105)
      
      
      (7,055,901)Common stock issued for cash
      
      6,180,500
      
      
      6,181
      
      
      303,402
      
      
      -
      
      
      -Common stock issued in conversion of promissory notes
      
      452,000
      
      
      452
      
      
      9,548
      
      
      -
      
      
      -Common stock issued for services rendered
      
      15,042,000
      
      
      15,042
      
      
      737,058
      
      
      -
      
      
      -Common stock issued on exercise of options
      
      32,500
      
      
      32
      
      
      1,593
      
      
      -
      
      
      -Expense realized on stock options granted
      
      -
      
      
      -
      
      
      1,335
      
      
      -
      
      
      -Treasury stock purchased
      
      -
      
      
      -
      
      
      -
      
      
      (175)
      
      
      -Beneficial conversion on convertible notes
      
      -
      
      
      -
      
      
      169,000
      
      
      -
      
      
      -Net loss for the year ended
        December 31, 2002
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,599,122)Balance, December 31, 2002
      
      31,535,154
      
      $
      31,535
      
      $
      6,274,203
      
      $
      (280)
      $
      
      (8,655,023) The accompanying notes are an integral part of these financial statements. F-6   SAN DIEGO SOCCER DEVELOPMENT CORPORATIONStatements of Cash FlowsFor the
          Year Ended
      
      For the 
          Year EndedDecember 31, 
          2002
      
      December 31, 
          2001CASH FLOWS FROM OPERATING ACTIVITIESNet Loss
      
      $
      (1,599,122)
      $
      (490,132)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation and amortization
      
      
      5,480
      
      5,480Contributed capital for services rendered
      
      
      -
      
      133,000Stock issued for services
      
      
      752,100
      
      -Expensed recognized on stock options granted
      
      
      1,335
      
      -Stock issued in conversion of warrants
      
      
      1,625
      
      -Beneficial conversion recognized
      
      
      169,000
      
      -Write-off of subscription receivable
      
      
      -
      
      -Changes in operating assets and liabilities:Decrease in deposits
      
      
      -
      
      1,350Increase (decrease) in accounts payable
      
      
      61,796
      
      (49,736)Increase (decrease) in unearned revenue
      
      
      20,518
      
      (1,238)Increase in accrued expenses
      
      
      176,132
      
      169,317Net Cash Used by Operating Activities
      
      
      (411,136)
      
      (150,959)CASH FLOWS FROM INVESTING ACTIVITIES
      
      
      -
      
      -CASH FLOWS FROM FINANCING ACTIVITIESCommon stock issued for cash
      
      
      309,583
      
      14,500Cash received from notes payable and notes payable, related
      
      
      -
      
      72,944Convertible promissory notes proceeds
      
      
      169,000
      
      52,600Payments on notes payable - related
      
      
      (64,593)
      
      (20,784)Payments on convertible promissory notes
      
      
      (5,950)
      
      (8,900)Increase in bank overdraft
      
      
      3,197
      
      -Purchase of treasury stock
      
      
      (175)
      
      (106)Net Cash Provided by Financing Activities
      
      
      411,062
      
      110,254NET DECREASE IN CASH
      
      
      (74)
      
      (40,705)CASH AT BEGINNING OF PERIOD
      
      
      74
      
      40,779CASH AT END OF PERIOD
      
      $
      -
      $
      74 The accompanying notes are an integral part of these financial statements. F-7   SAN DIEGO SOCCER DEVELOPMENT CORPORATIONStatements of Cash Flows(Continued) For the
          Year Ended
      
      For the 
          Year EndedDecember 31, 
          2002
      
      December 31, 
          2001SUPPLEMENTAL CASH FLOW INFORMATIONCASH PAID FOR:Interest
      
      $
      -
      $
      -Income taxes
      
      
      -
      
      -NON-CASH INVESTING AND FINANCING ACTIVITIESCommon stock issued for conversion of promissory
        notes
      
      $
      10,000
      $
      130,100Common stock issued for settlement of accrued liabilities
      
      $
      -
      $
      20,022Contributed capital for services rendered
      
      $
      -
      $
      133,000Common stock issued for services rendered
      
      $
      752,100
      $
      -  The accompanying notes are an integral part of these financial statements. F-8


---

SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

San Diego Soccer Development Corporation (formerly Roller Coaster, Inc.), ("the
  Company") was incorporated on December 12, 1995, under the laws of the
  state of Nevada under the name Roller Coaster, Inc. The Company engaged in no
  operations prior to February 10, 2000.

On February 10, 2000, the Company issued 5,284,369 shares of its previously
  un-issued common stock to the shareholders of San Diego Soccer Development Corporation,
  a California company (SDSDC) in exchange for all of the issued and outstanding
  shares of SDSDC. Immediately following the acquisition of SDSDC, the Company
  changed its name to San Diego Soccer Development Corporation, and changed its
  state of domicile from California to Nevada.

At the time of acquisition of SDSDC, the Company was completely inactive, with
  no operations, assets, or liabilities. Additionally, the exchange of the Company's
  common stock for the common stock of SDSDC resulted in the former shareholders
  of SDSDC obtaining control of the Company. Accordingly, SDSDC is the treated
  as the continuing entity for accounting purposes, and the Company being the
  continuing entity for legal purposes. The transaction was accounted for as a
  recapitalization of SDSDC, with no adjustment to the basis of SDSDC's assets
  acquired or liabilities assumed.

SDSDC was incorporated on August 22, 1997 in the state of California, and has
  subsequently been engaged in the management and marketing of professional soccer
  teams, as well as the publication of a soccer magazine. The majority of the
  Company's revenues have been generated from corporate sponsorships, ticket sales,
  and advertising.

b. Accounting Methods

The Company's financial statements are prepared using the accrual method of
  accounting. The Company has elected a December 31 year-end.

c. Basic Loss Per Share

The computation of basic loss per share of common stock is based on the weighted
  average number of shares outstanding during the period.

|                    |   | For the Year Ended
      December 31,
|------------------- | - | -------------------------------------
|                    |   |                                      
|                    |   | 2002                                 
|                    |   |                                      
|Loss (numerator)    | $ | (1,599,122)                          
|Shares(denominator) |   | 17,631,619                           
|Per share amount    | $ | (0.09)                               

The Company's outstanding stock options have been excluded from the basic net
  loss per share calculation as they are antidilutive. The Company has excluded
  1,287,800 common stock equivalents.

F-9

---

SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Property and Equipment

Property and equipment is recorded at cost. Major additions and improvements
  are capitalized. The cost and related accumulated depreciation of equipment
  retired or sold are removed from the accounts and any differences between the
  undepreciated amount and the proceeds from the sale are recorded as a gain or
  loss on sale of equipment. Depreciation is computed using the straight-line
  method over the estimated useful life of the assets.

e. Income Taxes
  Deferred taxes are provided on a liability method whereby deferred tax assets
  are recognized for deductible temporary differences and operating loss and tax
  credit carryforwards and deferred tax liabilities are recognized for taxable
  temporary differences. Temporary differences are the differences between the
  reported amounts of assets and liabilities and their tax bases. Deferred tax
  assets are reduced by a valuation allowance when, in the opinion of management,
  it is more likely than not that some portion or all of the deferred tax assets
  will be realized. Deferred tax assets and liabilities are adjusted for the effects
  of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December
  31, 2002 and 2001:

|                         |  |   |             |      |            
|------------------------ |  | - | ----------- | ---- | -----------
|                         |  |   |             | 2002 |            
|                         |  |   |             |      |            
|Deferred tax assets      |  |   |             |      |            
|                         |  |   |             |      |            
|NOL Carryover            |  | $ | 2,257,300   | $    | 2,004,400  
|                         |  |   |             |      |            
|Deferred tax liabilities |  |   | -           |      | -          
|                         |  |   |             |      |            
|Valuation allowance      |  |   | (2,257,300) |      | (2,004,400)
|                         |  |   |             |      |            
|Net deferred tax asset   |  | $ | -           | $    | -          
|                         |  |   |             |      |            
|                         |  |   |             |     



The income tax provision differs from the amount of income tax determined by
  applying the US federal and state income tax rates of 39% to pretax income from
  continuing operations for the years ended December 31, 2002 and 2001 due to
  the following:

|                                           |   | 2002       |  |   | 2001     
|------------------------------------------ | - | ---------- |  | - | ---------
|                                           |   |            |  |   |          
|Book loss                                  | $ | (574,176 ) |  | $ | (159,561)
|Meals and Entertainment                    |   | 513        |  |   | 11       
|Sales Tax                                  |   | (312)      |  |   | (312)    
|Stock Issued for Services                  |   | 293,319    |  |   | 51,870   
|Accrued interest on related party payables |   | 27,479     |  |   | -        
|Valuation allowance                        |   | 253,177    |  |   | 107,992  
|                                           |   |            |  |   |          
|                                           | $ | -          |  | $ | -        
|                                           |   |            |  |   |          



F-10

---



SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Income Taxes (Continued)

At December 31, 2002, the Company had net operating loss carryforwards of approximately
  $5,788,000 that may be offset against future taxable income from the year 2002
  through 2022. No tax benefit has been reported in the December 31, 2002 consolidated
  financial statements since the potential tax benefit is offset by a valuation
  allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
  operating loss carryforwards for Federal income tax reporting purposes are subject
  to annual limitations. Should a change in ownership occur, net operating loss
  carryforwards may be limited as to use in the future.

f. Estimates

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

g. Advertising and Promotion

The Company follows the policy of charging the costs of advertising and promotion
  to expense as incurred. Advertising and promotion expense for the years ended
  December 31, 2002 and 2001 totaled $16,682 and $3,060, respectively.

h. Revenue and Expense Recognition

Revenue from magazine subscriptions and advertising contracts is recognized
  at the time the Company's corresponding magazine is published. Accordingly,
  advance subscriptions and advertising sales for the upcoming period are recorded
  as deferred revenues and recognized on a pro-rata basis during the applicable
  subscription or advertising term. Administrative, general, advertising and promotional
  expenses are charged to operations as incurred. Unearned revenue at December
  31, 2002 totaled $20,518.

i. Stock Options

The Company has granted options to purchase common stock to various parties
  as consideration for various services rendered to the Company. Under the Statement
  of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
  ("SFAS 123"), the Company is recognizing the compensation cost using
  the estimated fair value method. Under the fair value method, total compensation
  cost is the estimated fair value of the stock options at the grant date, less
  any amount paid by the employee for the stock options.

F-11

---

SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

j. Change in Accounting Principle

During the year ended December 31, 2002 the Company adopted the provisions
  of FASB Statement No. 146, "Accounting for Costs Associated with Exit or
  Disposal Activities," FASB Statement No. 147, "Acquisitions of Certain
  Financial Institutions - an amendment of FASB Statements No. 72 and 144,"
  and FASB Interpretation No. 9," and FASB Statement No. 148, "Accounting
  for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB
  Statement No. 123 (SFAS 148)." Management does not believe these pronouncements
  will have a material effect on the Company's financial statements.
  NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

|                           |  |   | December 31, 
        2002
|-------------------------- |  | - | --------------------------
|                           |  |   |                           
|Soccer Equipment           |  | $ | 6,000                     
|Promotional equipment      |  |   | 9,685                     
|Computers and software     |  |   | 17,716                    
|                           |  |   |                           
|                           |  |   | 33,401                    
|Accumulated depreciation   |  |   | (21,899)                  
|                           |  |   |                           
|Net property and equipment |  | $ | 11,502                    
|                           |  |   |                           

During the years ended December 31, 2002 and 2001, the Company recorded depreciation
  expense of $5,480 and $5,480, respectively.

NOTE 3 - SOCCER FRANCHISES

During 1997, the Company purchased a soccer franchise to operate the San Diego
  Flash in San Diego, California. The Company paid cash of $62,000 and issued
  common stock valued at $88,000 for the franchise and the value of the stock
  portion was determined based on the cash price of a 1998 A-League franchise.
  The franchise was originally valued at $150,000. The San Diego franchise was
  fully-amortized during the 2000 fiscal year, due to the fact that the team ceased
  participation in its corresponding soccer league in early 2001.

F-12

---



SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 3 - SOCCER FRANCHISES (Continued)

During 1999, the Company purchased a D-3 Pro League franchise for $30,000.
  During the year ended December 31, 2000, the franchise was forfeited back to
  its corresponding league, and the Company recorded loss of $30,000. At December
  31, 2002, the Company's soccer franchise holdings were as follows:



|                         |   | December 31,
        2002
|------------------------ | - | -------------------------
|                         |   |                          
|Soccer Franchises        | $ | 150,000                  
|Accumulated amortization |   | (150,000)                
|                         |   |                          
|Net Soccer Franchises    |   | -                        
|                         |   |                          

NOTE 4 - RELATED PARTY TRANSACTIONS

a. Credit Lines Payable

The Company entered into a Credit Line Loan Agreement with Broadleaf Capital
  Partners, Inc., a significant shareholder, effective March 6, 2000. The Agreement
  provides the Company with a line of credit for approved expenditures. The advances
  bear interest at 10% per annum and the unpaid principal and interest was originally
  due on December 31, 2000. In addition, in order to secure the line of credit,
  the Company paid an underwriting fee to the lender in the form of 1,250,000
  restricted shares of common stock valued at $1,250,000. At December 31, 2002,
  the principal balance on this Credit Line was $694,612, and with accrued interest,
  totaled $884,880.

In connection with the agreement, the Company also agreed to reconstitute its
  Board of Directors by allowing the Lender to nominate 3 of the 5 directors,
  and to allow the Lender to approve budgets and significant expenditures, and
  to receive monthly financial statements from the Company. In addition, the agreement
  stipulates that the Lender will provide certain accounting and senior management
  overview services and public company reporting oversight in exchange for one
  percent (1%) of the Company's gross revenues.

In the event of default, the Lender may terminate the agreement, declare the
  outstanding balance to be due and payable, and convert that balance into common
  restricted shares of the Company. The new shares to be issued would be the number
  necessary for the Lender to have a cumulative ownership position of 53% of the
  then issued and outstanding shares plus all unexecuted options and warrants.

F-13

---

SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)

b. Loans from Related Parties

During the years ended December 31, 2001 and 2000, the Company received cash
  advances totaling $72,944 and $12,433, respectively, from a company whose president
  and CEO is a director of the Company. The Company made cash payments on this
  note totaling $20,784 during 2001. Interest on this note accrued at 10.0% per
  annum, and the balance was due on demand. During the year ended December 31,
  2002, the Company made cash payments on this note totaling $64,593, which paid
  the outstanding balance to zero. At December 31, 2002, the Company had satisfied
  its obligation to this related party in full.

The Company borrowed an additional $9,987 during the 2000 fiscal year from
  a company with common directors. Interest on this note accrues at 10.0%, and
  the balance is due on demand. At December 31, 2002, the principal balance on
  this note was $9,987, with accrued interest of $2,463. As of December 31, 2002,
  no demand for payment on this note had been made.

The total principal balance of loans from related parties at December 31, 2002
  was $9,987. The loans were originally intended to help the Company fund its
  general operating expenses. The loans are expected to be paid back when the
  Company has begun to generate adequate cash flow from operations.

F-14

---



SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 5 - NOTES PAYABLE

Notes payable consist of the following:

|                                                                                                                                                                  |   | December 31, 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -----------------
|                                                                                                                                                                  |   |                  
|Note payable to an unaffiliated company, interest
      at 10% per annum, principal and interest due December 31, 2000, unsecured,
      currently in default.    | $ | 42,500           
|                                                                                                                                                                  |   |                  
|Note payable to an unaffiliated company,
      interest at 11% per annum, principal and interest due on December 31, 2000,
      unsecured, currently in default. |   | 25,000           
|                                                                                                                                                                  |   |                  
|Note payable to an individual,
      interest at 10% per annum, principal and interest due on demand, unsecured.                                                  |   | 12,146           
|                                                                                                                                                                  |   |                  
|Total Notes Payable                                                                                                                                               |   | 79,646           
|                                                                                                                                                                  |   |                  
|Less: Current Portion                                                                                                                                             |   | (79,646)         
|                                                                                                                                                                  |   |                  
|Long-Term Notes Payable                                                                                                                                           | $ | -                
|                                                                                                                                                                  |   |                  
|                                                                                                                                                                  |   |                  
|The aggregate principal maturities of notes payable
      are as follows:                                                                                        
|                                                                                                                                                                  |   |                  
|Year Ended December 31,                                                                                                                                           |   | Amount           
|                                                                                                                                                                  |   |                  
|2002                                                                                                                                                              |   | 79,646           
|                                                                                                                                                                  |   |                  

At December 31, 2002, the Company was in default on its two notes that were
  due on December 31, 2000, and no demand for payment had been made on the third
  note. The note holders have not taken any legal action against the Company as
  permitted by the agreements.

F-15

---



SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 6 - CONVERTIBLE PROMISSORY NOTES

Convertible Promissory notes consist of the following:

|                                                                                                                                                                                                                                                                                                                                            |   | December 31, 2002
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -----------------
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Notes payable to various unrelated parties, bearing
      interest at 20% per annum, principal and interest due
      September 30, 2001, convertible into common stock
      at $1.00 per share at the option of the holder, currently in
      default                                                                                    | $ | 27,500           
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Notes payable to various unrelated parties, bearing
      interest at 10% per annum, principal and interest due
      on July 31, 2001, convertible into common stock at
      $1.00 per share at the option of the holder, currently in
      default                                                                                      |   | 40,000           
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Notes payable to various unrelated parties, bearing
      interest at 8% per annum, principal and interest due
      on July 1, 2000, convertible into common stock at
      $1.00 per share at the option of the holder, currently in
      default                                                                                        |   | 41,900           
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Notes payable to various unrelated parties, bearing
      interest at 8% per annum, principal and interest due
      on December 31, 1999, convertible into common stock 
      at $1.00 per share at the option of the holder, currently in
      default                                                                                  |   | 160,400          
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Notes payable to various unrelated parties, bearing
      interest at 8% per annum, principal and interest due
      on 12/31/2000, convertible into common stock at
      $1.00 per share at the option of the holder, currently in
      default                                                                                          |   | 15,600           
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Notes payable to various unrelated parties, bearing
      interest at 10% per annum, principal and interest due
      on various dates (all six month terms), convertible into
      common stock at 50% of market price on date of 
      conversion, at the option of the holder. The last of these
      notes matures on June 29, 2003. |   | 161,000          
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Total Notes Payable                                                                                                                                                                                                                                                                                                                         |   | 446,400          
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Less: Current Portion                                                                                                                                                                                                                                                                                                                       |   | (446,400)        
|                                                                                                                                                                                                                                                                                                                                            |   |                  
|Long-term Notes Payable                                                                                                                                                                                                                                                                                                                     | $ | -                
|                                                                                                                                                                                                                                                                                                                                            |   |                  



F-16

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

The aggregate principal maturities of notes payable are as follows:

Year Ended December 31,                    Amount

2002                                  $
  446,400
  During the years ended December 31, 2002 and 2001, the Company borrowed $169,000
  and 52,600, respectively, under the terms of its convertible promissory notes,
  and made cash payments on the notes totaling $5,950 and $8,900, respectively.
  Certain notes were converted into common stock as well, with $10,000 in outstanding
  notes being converted into 452,000 shares in 2002, and $5,100 converted into
  5,100 shares in 2001. In addition, the notes accrued interest totaling $32,196
  in 2002 and $31,260 in 2001.

The most recent subset of the convertible promissory notes discussed above
  was issued during the year ended December 31, 2002 to various unrelated parties.
  As a stipulation of this set of notes, the principal balances of the notes are
  convertible into common stock at a rate of 50% of the prevailing market price
  of the stock on the date of conversion. This beneficial conversion feature yielded
  a discount on the debt totaling $169,000, which was fully amortized at December
  31, 2002, because the notes are convertible immediately. 
  The note holders of the notes in default have not taken any legal action against
  the Company as permitted in the agreements, save one party that is in the process
  of suing the Company in order to recover its $6,000 note plus legal fees from
  the Company. The Company is currently negotiating a settlement in this matter.
  As of December 31, 2002, the outcome of this negotiation remained uncertain.

NOTE 7 - ACCRUED EXPENSES

As of December 31, 2002, accrued expenses consisted of the following:

|Accrued interest on notes payable | $ 336,649
|--------------------------------- | ---------
|Accrued franchise fees            | 12,500   
|Accrued consulting fees           | 3,115    
|Accrued payroll                   | 87,092   
|Accrued payroll tax               | 277,945  
|Accrued penalties and interest    | 47,352   
|Other accrued expenses            | 15,000   
|                                  |          
|                                  | $779,653 
|                                  |          





F-17

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)

a. Common Stock

In 2001, the Company issued 290,000 shares of its common stock for cash at
  $0.05 per share, and an additional 150,122 shares if its common stock were issued
  in conversion of $150,122 in promissory notes and accrued interest. At December
  31, 2001, the Company had a total of 9,828,154 shares of its common stock issued
  and outstanding.

During 2001, the Company recognized a salary expense of $133,000 for the president's
  compensation for the year. This expense has been offset to additional paid-in
  capital because the president does not expect to be paid for these services.

During 2002, the Company issued 6,180,500 shares of its common stock for cash
  at $0.05 per share, 15,042,000 shares for services at $0.05 per share, an additional
  452,000 shares in conversion of $10,000 in promissory notes, and 32,500 upon
  exercise of stock options. At December 31, 2002, the Company had 31,535,154
  shares of common stock issued and outstanding.

b. Warrants

Warrants for 183,320 shares were issued along with the Company's initial private
  placement offering. Warrants for 87,400 shares were exercised in total, leaving
  97,720 outstanding at December 31, 2000. All of these warrants expired in 2001.

F-18

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

c. Stock Options

The Company had the following common stock option transactions during the year
  ended December 31, 2002:

|                                                  |  | Shares              |   | Weighted Average Exercise 
        Price |  |  | Contractual 
        Life of Options 
        Outstanding
|------------------------------------------------- |  | ------------------- | - | ---------------------------------------- |  |  | ---------------------------------------------------------
|                                                  |  |                     |   |                                          |  |  |                                                          
|Options outstanding at 
          January 1, 2002 |  | 1,245,300           | $ | 0.17                                     |  |  | 3.42 years                                               
|                                                  |  |                     |   |                                          |  |  |                                                          
|Options granted                                   |  | 75,000              | $ | 0.25                                     |  |  | 2.00 years                                               
|                                                  |  |                     |   |                                          |  |  |                                                          
|Options exercised                                 |  | 32,500              |   | 0.05                                     |  |  | -                                                        
|                                                  |  |                     |   |                                          |  |  |                                                          
|Options forfeited or expired                      |  | -                   |   | -                                        |  |  | -                                                        
|                                                  |  |                     |   |                                          |  |  |                                                          
|Options outstanding at December 31, 2002          |  | 1,287,800           | $ | 0.18                                     |  |  | 2.16 years                                               
|                                                  |  |                     |   |                                          |  |  |                                                          
|                                                  |  |                     |   |                                          |  |  |                                                          
|Options price range at end of year:               |  | $0.05 through $1.25 |   |                                          | 
|                                                  |  |                     |   |                                          |  |  |                                                          
|Excercisable at end of year                       |  | 1,287,800           |   |                                          |  |  |                                                          
|                                                  |  |                     |   |                                          |  |  |                                                          

Subsequent to December 31, 2002, the Company cancelled 445,000 outstanding
  stock options and issued 44,500 shares of restricted common stock as consideration
  to the option holders. The remaining 843,800 stock options, which had been issued
  to various consultants, were cancel for non-performance.

NOTE 9 - GOING CONCERN

As reported in the financial statements, the Company has an accumulated deficit
  of approximately $8,650,000 at December 31, 2002 and has incurred a significant
  loss from operations for the year then ended. In addition, the Company was in
  default on certain of its promissory notes on December 31, 2002. The Company's
  shareholders' deficit was approximately $2,350,000 and its current liabilities
  exceeded its current assets by approximately $2,360,000.

These factors create uncertainty about the Company's ability to continue as
  a going concern. The ability of the Company to continue as a going concern is
  dependent on the Company obtaining adequate capital to fund operating losses
  until it becomes profitable. If the Company is unable to obtain adequate capital
  it could be forced to cease operations.

F-19

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 9 - GOING CONCERN (Continued)

In order to continue as a going concern and achieve a profitable level of operations,
  the Company will require, among other things, additional capital resources.
  Management's plans to obtain such resources for the Company include (1) raising
  additional capital through the sale of common stock; (2) continuing the practice
  of issuing common stock as consideration for certain employee and marketing
  services; (3) converting promissory notes into common stock and, (4) continuing
  to market and sell its soccer publication, with a particular focus on Internet
  marketing. Management cannot provide any assurances that the Company will be
  successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon
  its ability to successfully accomplish the plans described in the preceding
  paragraph and eventually secure other sources of financing and attain profitable
  operations. The accompanying financial statements do not include any adjustments
  that might be necessary if the Company is unable to continue as a going concern.

NOTE 10- COMMITMENTS AND CONTINGENCIES

During 2001, the Company entered into an office lease in San Diego, California,
  which is renewable on a "month to month" basis. The Company has no
  long-term obligation relating to its office lease.

During 2002 the Company entered into preliminary negotiations to purchase the
  assets of Golo Lotto, an on-line Internet gaming website. The negotiations led
  to a purchase agreement being signed on February 7, 2003, whereby the Company
  would issue 1,500,000 shares of common stock and pay $47,000 in cash as consideration
  for the assets.

At December 31, 2002, the Company was indebted to a principal shareholder,
  Broadleaf Capital Partners, Inc., ("Broadleaf") in the amount of $694,612,
  plus an additional $190,268 in accrued interest, under the terms of a Credit
  Line Loan Agreement ("The Agreement"). The balance of this loan was
  originally due on December 31, 2000, but has not officially been declared as
  in default, due to the fact that Broadleaf has not made demand for payment,
  and has not formally notified the Company that the note is in default. In the
  event the note falls past due, and no formal notification is made, the note
  automatically renews according to its own terms for an additional sixty days.

In the event the note falls past due, and Broadleaf formally notifies the Company
  the note is in default, Broadleaf may terminate the Agreement, declare the outstanding
  balance due and immediately payable, and convert the balance into restricted
  common shares of the Company. The new shares issued under such a scenario would
  be the number necessary for Broadleaf to have a cumulative ownership position
  of 53% of the then issued and outstanding shares plus all unexecuted options
  and warrants. Although the Company was in technical default on this note at
  December 31, 2002, no demand for payment had been made by Broadleaf, and no
  formal notification of default had been issued.

F-20

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 11 - FOURTH QUARTER LOSS RECONCILIATION

Pursuant to APB 28, "Interim Financial Reporting", the following
  is a reconciliation of the net loss as reported in the Company's September 30,
  2002 financial statements to the net loss as recorded at December 31, 2002.

|Net loss reported 
          September 30, 2002                                      | $ (694,462 )  
|------------------------------------------------------------------------------------ | --------------
|                                                                                     |               
|4th quarter accounting for beneficial conversion features
      of convertible notes | (169,000 )    
|                                                                                     |               
|4th quarter accrual of interest on overdue payables                                  | (42,000 )     
|                                                                                     |               
|4th quarter common stock for services value                                          | (524,750)     
|                                                                                     |               
|General 4th quarter operations                                                       | (168,910)     
|                                                                                     |               
|Net loss reported December 31, 2002                                                  | $ (1,599,122 )
|                                                                                     |               

NOTE 12 - SUBSEQUENT EVENTS

Convertible Promissory Note

Subsequent to December 31, 2002, the Company borrowed an additional $50,750
  from various parties under the terms of sixty-day promissory notes. The notes
  bear interest at 10% per annum, and are convertible into restricted common stock
  at a discount to market of 50% from the closing bid price on the date of conversion.
  Through May 1, 2003, a total of $201,750 had been raised under these terms and
  $8,000 of these notes had been converted into common stock.

Common Stock

Subsequent to December 31, 2002, the Company issued 1,550,000 shares of its
  common stock for services rendered at $0.05 per share. The stock issued is restricted
  under Rule 144 of the Securities Act of 1933.

Asset Purchase Agreement

On February 7, 2003, the Company announced it had signed an Asset Purchase
  Agreement with Latin American Futbol Corporation ("LAFC") to acquire
  51% of the assets of Golo Lotto (a wholly-owned subsidiary of LAFC), an on-line
  Internet gaming website that allows wagering on various sporting events around
  the world. The purchase price for the assets was contracted to be $47,000, plus
  1,500,000 shares of the Company's common stock. Although the Purchase Agreement
  as been agreed to by both parties, the transaction has not yet been consummated,
  due to the fact that the Company has not had the financial ability to provide
  the negotiated consideration to LAFC. As soon as the Company transfers the consideration
  to LAFC, the Agreement can be officially consummated.

F-21

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SAN DIEGO SOCCER DEVELOPMENT CORPORATION
  Notes to the Financial Statements
  December 31, 2002 and 2001

NOTE 12 - SUBSEQUENT EVENTS (Continued)

Stock Options

Subsequent to December 31, 2002, the Company cancel 445,000 outstanding stock
  options and issued 44,500 shares of restricted common stock as consideration
  to the option holders. The remaining 843,800 stock options, which had been issued
  to various consultants, were cancel for non-performance.

















F-22

---