U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A
                                  First Amended


[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2004

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

                          Commission File No. 333-47699

                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                  --------------------------------------------
                 (Name of small business issuer in its charter)

             Nevada                                            77-0140428
--------------------------------------------------------------------------------
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization) Identification Number)

   668 N. 44th Street, Suite 233, Phoenix, AZ.                        85008
--------------------------------------------------------------------------------
    (Address of principal executive offices)                        (Zip Code)

Issuer's telephone number: (602) 267-3800

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: None

                    (Common Stock (Par Value $.01 Per Share)
                     --------------------------------------
                                 Title of Class

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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. [X]

State issuer's revenues for its most recent fiscal year: $105,972

Based  on the  closing  sales  price of $.08 per  share of the  Common  Stock on
February 18, 2005, the aggregate  market value of the voting stock of registrant
held by non-affiliates was $6,954,909.

The registrant has one class of Common Stock with 182,594,325 shares outstanding
as of February 18, 2004.

Documents Incorporated By Reference: None

Transitional Small Business Issuer Disclosure Format (check one):
                                                          Yes [ ]  No [X].

                                       1
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Table of Contents

PART I

ITEM 1.  DESCRIPTION OF BUSINESS ..........................................  3
ITEM 2.  DESCRIPTION OF PROPERTY .......................................... 15
ITEM 3.  LEGAL PROCEEDINGS ................................................ 15
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............. 15

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......... 16
ITEM 6.  MANAGEMENT'S PLAN OF OPERATION ................................... 18
ITEM 7.  FINANCIAL STATEMENTS ............................................. 21
ITEM 8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
           ACCOUNTING  AND FINANCIAL DISCLOSURE ........................... 21
ITEM 8A. CONTROLS AND PROCEDURES .......................................... 22

PART III

ITEM  9. DIRECTORS AND EXECUTIVE OFFICERS ................................. 23
ITEM 10. EXECUTIVE COMPENSATION ........................................... 24
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ... 28
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............. 29
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ................................. 31
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ........................... 32
SIGNATURES ................................................................ 32
CERTIFICATONS .......................................................... 33-35
                                       2
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                                     PART I


This  Report on Form  10-KSB  and  documents  incorporated  herein by  reference
contain  certain   "forward-looking   statements"  as  defined  by  the  Private
Securities  Litigation  Reform Act of 1995 which involve  substantial  risks and
uncertainties.  When  used in this  report  and in  other  reports  filed by the
Company, the forward-looking  statements are often identified by the use of such
terms and phrases as "anticipates," "believes," "intends," "estimates," "plans,"
"expects," "seeks,"  "scheduled,"  "foreseeable future" and similar expressions.
Although the Company  believes the  understandings  and assumptions on which the
forward-looking  statements  in  this  report  are  based  are  reasonable,  the
Company's actual results,  performances and achievements could differ materially
from the results in, or implied by, these  forward-looking  statements.  Certain
factors  that  could  cause or  contribute  to such  differences  include  those
discussed in "Management's Plan of Operations" and elsewhere herein.


ITEM 1. DESCRIPTION OF BUSINESS

a. GENERAL DEVELOPMENT OF BUSINESS

Form and Year of Organization

Originally  formed as an Idaho  corporation  in the early 1900s,  the  Company's
predecessor was not successful in the exploration of mining properties.  In 1988
the  predecessor  was merged into a newly-formed  Nevada  corporation as Eastern
Star Mining, Inc. and it was inactive thereafter,  with no assets or liabilities
through the end of 1996. In early 1997 the corporation was reactivated  when the
holder of a majority of the outstanding common stock transferred  control of the
inactive  corporation.  The  transferee  elected new  directors and officers and
caused the Company to effect a 10-into-1  reverse stock split.  Thereafter,  the
Company  raised  capital  through  the sale of its  securities  and  acquired an
interest in its oil and gas  properties  for cash and common stock.  The name of
the  corporation  was changed to Fan Energy Inc. in December  1997.  The Company
conducted no business activities until 1998 when it participated in drilling oil
and gas wells.

On December  24, 2001,  the Company  effected a share  consolidation  of one new
common share for each fifteen pre-consolidated shares.


On June 28, 2002,  the Company  effected a forward  stock split of 9.3563 shares
for 1 share.

On February 20, 2003, the Company effected a name change and a new CUSIP number.
The name was changed  from Fan Energy  Inc. to Quiet Tiger Inc.  The name change
was  approved  by a majority of the  shareholders  of the Company on January 21,
2003 as  described  in a definitive  Form 14C as filed with the  Securities  and
Exchange Commission on January 21, 2003.

All share amounts in this Form 10-KSB for the year ended  December 31, 2004 have
been adjusted to include all reverse and forward stock splits including the post
reverse of  December  24,  2001 and post  forward  stock  split of June 28, 2002
unless otherwise indicated.


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ITEM 1. DESCRIPTION OF BUSINESS - continued

General Business Development and Material Transactions

During the year 2000,  the Company  operated as an  independent  energy  company
engaged  in the  exploration  and  acquisition  of  crude  oil and  natural  gas
reserves.  In 1999 the Company  received its first  revenue from the  production
from the wells in which it owned an interest.  On December 1, 2001,  the Company
sold all of its oil and gas  interests to a director  for 236,331  shares of its
own restricted  common stock at a deemed value of $75,777 and  discontinued  its
oil and gas exploration business.

On December 29, 2000, Registrant completed and closed a public offering in which
it offered and sold 1,786,741 units, at a price of $.167 per unit, consisting of
1,786,741  shares of common stock and warrants to purchase  1,786,741  shares of
common  stock at an  exercise  price of $.167 per share  before  June 20,  2003.
Proceeds to the Company were $300,000, before costs of the offering of $12,456.

On January 8, 2001,  the Company  acquired  plant,  equipment  and other assets,
including specialized disk refurbishing  equipment,  manufacturing set-ups, real
estate  lease,  fixtures  and  related  equipment  and  other  property  with an
estimated fair value of at least $3.8 million from four independent  sellers. In
consideration  for the acquisition of the assets,  the Company issued 12,007,252
shares of its restricted  common stock to the sellers.  The equipment  valuation
was determined by a discounted cash flow of projected  operating  income using a
maximum  cost of  funds  of 20% per  annum.  This was  further  supported  by an
independent   expert's  valuation  opinion  of  the  replacement  value  of  the
equipment.  In determining the amount of Company's consideration for the assets,
the parties  estimated  the present  fair market  value of all such assets to be
equivalent to approximately $.32 per share issued.  Also on January 8, 2001, the
Company sold 2,027,198  shares of restricted  common stock to one of the sellers
for $650,000,  of which $600,000 was paid by a secured note. The assets acquired
by the Company constituted plant, equipment and other physical property intended
to be used in the manufacture of 3.5 inch micro floppy disks. None of the assets
were previously used in such a business by the sellers.

On May 3, 2002, the Company acquired from Project 1000 Inc. "P1", a wholly owned
subsidiary of SunnComm International, Inc. "SunnComm", "Digital Content Cloaking
Technology(TM)",  known as MediaCloQ or MediaMaker ("P1 Technology"), which is a
set of  methodologies  that are  designed  to work  together  to thwart  illegal
copying  or  ripping  of  optical  media  that  complies  to IEC  90608  Redbook
standards.  Each of the methodologies used is meant to work toward defeating the
various software products currently  available on the market today that are used
for the purpose of making illegal  copies of CDs or of individual  audio tracks.
The Assets  include,  but are not limited to, P1`s  proprietary  property  which
includes all English and foreign  language,  all commercial and  non-commercial,
and all present and future versions thereof, and all required and/or relevant P1
Documentation,   Intellectual  Property  Rights  and  other  proprietary  rights
therein,  and  Derivatives  thereof  that is  required  and/or  relevant  to the
development  of current  and future  versions.  The  Company  issued  23,837,710
restricted  common shares to P1 for the P1  Technology  resulting in a change of
control of the Company.  The P1  Technology  was recorded by the Company at P1's
cost.

At December 31, 2003, the Company  impaired all of its MediaCloQ  technology for
$674,629 because it determined that it could not be sold due to its inability to
work on all DVD players.

On  January  28,  2004  the  Company  entered  into  a  binding   Memorandum  of
Understanding,  "MOU",  with DarkNoise  Technologies  Limited,  a United Kingdom


                                       4
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ITEM 1. DESCRIPTION OF BUSINESS - continued

company,  "DarkNoise".  Under the terms of the MOU, Quiet Tiger will acquire all
of  DarkNoise  and its  technologies  for  $150,000  US in cash and a minimum of
10,000,000  restricted  common  shares of Quiet  Tiger,  Inc. The Company paid a
total of $70,000 in cash to DarkNoise and incurred  $30,000 of  consulting  fees
pertaining to the potential acquisition.

On March 18, 2005, the Company reached a definitive  agreement with DarkNoise to
transfer only intellectual  property and select equipment including  inventions,
pending patents, research and development and property relating to current joint
development  initiatives as consideration for the $70,000  previously  advanced.
Quiet  Tiger  plans to  further  develop  the  technology  in  order  to  ensure
effectiveness and compatibility with MediaMax.  The company intends to share the
research and development to date and the intellectual property with SunnComm and
one of its  strategic  technology  partners  in the  academic  community,  which
specializes in audio  processing and music  engineering.  It is anticipated that
this methodology could yield substantial incremental levels of protection within
the current MediaMax technology.

Once developed and integrated,  the Agreement  requires the Company to undertake
sales and marketing of the product.  DarkNoise will receive a 25% royalty on the
incremental  net revenues  generated by the inclusion of the technology with the
product or products being marketed by the Company at that time.

On March 4, 2004,  the Company  acquired an Exclusive  Marketing  Agreement from
SunnComm,  which gives the Company the exclusive  worldwide marketing rights for
SunnComm's  optical media  enhancement and control  technologies.  The Agreement
shall remain  exclusive so long as the Company pays SunnComm  $138,000 per month
to be applied against current and future royalties owed SunnComm,  and a monthly
administrative support fee of Twelve Thousand Dollars ($12,000).

On December 31, 2004, the Company completely impaired its floppy disk burnishing
equipment after having impaired its value $900,000 at December 31, 2003.

On  February  18,  2005 the  Company  received  approval  from a majority of its
shareholders to change its name to MediaMax Technology Corporation.  The Company
anticipates  the name change becoming  effective  during the first week in April
2005.


b. BUSINESS OF QUIET TIGER INC.

Industry Background

Quiet Tiger is in the business of providing copy control technology to the music
and entertainment  industry. This industry is generally unpopular with consumers
because of their  current  ability to make  inexpensive  unauthorized  copies of
entertainment  music,  video and software.  The proliferation of illicit copying
has resulted in perhaps  billions of dollars of lost revenues for  industry-wide
content  owners.  Data available from the Motion Picture  Association of America
estimates that the U.S.  motion picture  industry lost in excess of $3.5 billion
in 2003 due to packaged media piracy. One out of every three music CDs purchased
during 2003 were pirated products,  according to International Federation of the
Phonographic    Industry   ("IFPI")    (http://www.ifpi.org/site-content/library
/piracy2004.pdf).  This is a huge number  considering  that there were more than
2.4  billion  audio  CDs  sold   worldwide  in  2003,   according  to  the  IFPI
(http://www.ifpi.org/site-content/statistics/worldsales.html).        Meanwhile,
recordable  CDs  outsold  prerecorded  music  CDs  by  more  than  2 to 1.  Huge
song-swapping  services  that trade in pirated music such as KaZaa have reported


                                       5
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ITEM 1. DESCRIPTION OF BUSINESS - continued

as many as 218  million  users.  In  addition,  the  International  Intellectual
Property  Alliance  estimated  that  copyright  piracy,  not including  Internet
piracy,  around the world inflicts  $20-$22 billion in annual losses to the U.S.
copyright  industries.  As technology  has becomes more advanced and  efficient,
illegal copying activity has increased because of its ease and simplicity.

The  music  industry  is  evaluating  strategies  to stop the  recurring  annual
declining  sales,  including CD copy  protection and digital  rights  management
technologies that would prevent the copying of music CDs to a PC or CD-R device,
or downloading from  peer-to-peer  networks.  The dilemma for the music industry
has  been  to  determine  if  the  protection  on  the CD  should  override  its
playability.  Since 2000, many  developers,  including  SunnComm,  believed that
protection  was more  important  than  playability.  Through  trial  and  error,
developers  of  copy  control   technologies  have  determined  that  guaranteed
playability  can only happen when the copy control  technology is compliant with
the CD Redbook  Standard.  This Standard is what all playback  devices (i.e., CD
players, DVD players and computers) conform to in order to playback CD's.


Principal Products or Services and their Markets

The primary markets for MediaMax are all major and independent  record companies
along with their  artists  which may be concerned  over lost revenues to illegal
copying.  Other  markets  include CD  manufacturers,  CD  duplicators  and music
mastering  studios.  Record industry  estimates that over 2.4 billion music CD's
are sold annually worldwide.

The Company has an Exclusive Distribution Agreement with SunnComm to distribute,
market,  advertise,  and sublicense all of the SunnComm products  throughout the
world. The SunnComm product that the Company is currently marketing is a content
protection  control  technology  called  MediaMax.  SunnComm  currently  has  an
agreement with several major record labels and CD  manufacturers  to provide the
MediaMax product upon their demand.

SunnComm  contracted  with the  Company  for its  marketing  service  because it
believed  it would be cost  efficient  for  marketing  experts  to devote  their
full-time  efforts in selling their  product and informing  SunnComm of what the
users are  demanding.  This also  enables  SunnComm to be focused on  continuing
their  research  and  development  of  future  products  and  upgrades  for  the
marketplace.

Quiet Tiger and its record label customers  believe that the use of MediaMax can
help stem the casual and illegal copying of recorded CD music. MediaMax provides
cross-platform  playability,  security  and an  enhanced  visual  and  listening
experience  for PC and Mac users.  The  technology  is based on a two session CD
wherein the first  session is made up of CD-A Redbook audio files and the second
session  supports a versatile  multimedia  user  interface and the mechanism for
installing  the  software.   This  technology  combines   proprietary   software
components,  which are  installed  on the computer  along with special  markings
stored on the CD.

The MediaMax License Management Technology,  "LMT", provides a security platform
that is able to monitor  and control  activity  on all CD/DVD  drives or burners
when it determines that content protection could be compromised. The software is
designed to be completely  invisible to users,  programs and system  components.
CDs created with the LMT are 100% compatible with standard audio CDs; therefore,
playability on any regular CD or DVD device is assured.

                                       6
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

In  order  to  identify  a  Licensee  Copy  Controlled  Disc,  the LMT  Software
identifies certain markers on the disc concerned.  Each marker contains multiple
values. Values are based on the contents of the disc concerned and encoded using
a  proprietary  algorithm.  Only if the proper  values  are  found,  is the disc
considered SunnComm protected. To prevent detection issues in the event the disc
concerned  is  scratched,  several  different  markers  are stored on  different
locations of the disc.  The disc will be  identified  if at least one marker has
all the proper values. To prevent  circumventing the protection using publicized
hacks  such  as a  "magic-marker"  on  the  second  session  and  other  similar
workarounds,  all  markers  are  stored  very  close  to,  but not part of,  the
protected  audio  contents.  A user's  attempt  to mask the  markers  will  most
certainly be a difficult task and may cause the user to mask a part of the audio
with it. Whether the markers will be copied or not depends on the ripper program
and copy  mode  used.  However,  since the  audio on the copy  will  already  be
scrambled, the presence and detection of the markers are no longer a priority.

When the disc is inserted,  the auto launch  feature will  activate the MediaMax
program on the second session. Depending on the DRM license implementation, this
program is either  activated  directly or through another  program.  The program
first determines if the LMT Software controls are installed on the computer.  If
not,  or if the  disc  concerned  contains  a newer  version,  it will  copy the
controls  from the  disc  concerned  and will  install  same.  The LMT  Software
controls  consist of two dynamic  link  libraries.  The controls are used by the
MediaMax application.

Whenever the second session software is executed, the LMT Software controls will
first  determine  if the content  protection  device  driver is installed on the
system.  If not, it will extract it from the main LMT  Software  into a separate
file and install it as a standard Windows device driver.

The driver first  locates all CDROM devices  installed on the computer.  Then it
polls each device to determine if a new disc has been inserted.  If so, it reads
various elements of the disc to determine if it is a MediaMax protected disc. It
is important to note that the driver is  completely  idle (without any chance to
affect the computer or CD/DVD  drives),  unless an actual MediaMax disc has been
detected.  Once detected,  the driver will insert itself into the  communication
stream for that drive to prevent any non-authorized  activities.  While allowing
the computer to access the second  session and  associated  content  without any
limitations, the driver will interfere when applications try to access the first
session only.

When the driver detects that the MediaMax disc is ejected, it will remove itself
from the  communication  stream for that drive and  switch  back to the  polling
mode.  Several  enhancements  have been implemented to make it very difficult to
locate and/or remove the device drivers.

A MediaMax feature called MusicMail allows the owner of an originally  purchased
MediaMax  protected CD to share music with  friends and family in an  authorized
environment.  The owner can invite friends to download songs by using  MusicMail
to create and send email  messages.  The friends can then  download the songs by
clicking on the links included in the message.  The embedded DRM technology will
allow the friends to play the song for a limited amount of time or plays.

Another  proprietary  feature  known as On-the-Fly  Technology(TM)  provides the
consumer with a legal method of making licensed duplicate copies of the CD music
they  purchase  without  the need to  include  a 2nd set of songs on the CD in a
protected format. Whenever the consumer requests, the selected songs are encoded
straight from the original CD-A Redbook audio to a protected DRM format that can


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ITEM 1. DESCRIPTION OF BUSINESS - continued

be  saved  directly  to  the  computer's  hard  drive.  MediaMax  also  includes
SecureBurn(TM)  - SunnComm's new technology that inhibits  copying a backup copy
of a MediaMax CD.

The obvious  customer  base for copy  protection  technology is comprised of the
four major music labels (i.e., Sony BMG, EMI,  Universal Music Group and Warner)
and numerous  independent  labels,  which  collectively  sell  approximately 2.3
billion CD's annually.  A market also exists for copy protecting  music at music
studios where music is originally recorded as well as pre-release CD's which are
promotional copies sent to music stations and music promoters.

SunnComm believes that today's market prefers  playability over protection which
its MediaMax  technology  provides  because it is compliant  with the CD Redbook
Standard.


Product Status and Distribution Methods

In May 2002,  the Company  acquired  the  MediaCloQ  technology  from  SunnComm.
MediaCloQ was designed by prioritizing security over playability, which resulted
in it not complying with the CD Redbook Standard.

During 2002 and 2003, the Company  purposely kept MediaCloQ off the market until
it was able to define a marketing plan. It anticipated a plan that could involve
selling  MediaCloQ in conjunction with MediaMax or establishing a marketing team
to sell MediaCloQ as a stand-alone  product.  During the fourth quarter of 2003,
it determined from its  discussions  with major record labels that they believed
the MediaMax  technology  would address their needs with some  enhancements  and
that there was no identifiable market for MediaCloQ. The primary basis for their
decision was that it was not compliant with the CD Redbook Standard, which could
result in class action consumer lawsuits in the USA.

As a result of the discussions, the Company completely impaired MediaCloQ during
the fourth quarter of 2003 and entered into an Exclusive  Distribution Agreement
for MediaMax during the first quarter of 2004.

The Company believes that MediaMax is currently marketable and has been enhanced
to meet specific  demands of  significant  customers.  A licensing  agreement is
already in place with several major record labels as well as independent  record
labels for the MediaMax  technology and is generating  modest  revenues  without
significant consumer  complaints.  In 2004 two commercial CD releases containing
the MediaMax  technology  sold in excess of one million and two million  copies,
respectively, becoming Platinum and Double-Platinum selling albums.

In  conjunction  with the Exclusive  Distribution  Agreement,  the Company hired
William  H.  Whitmore,  Jr. to be its Chief  Executive  Officer  and to plan and
implement  a  Marketing  Strategy  for  MediaMax.  Prior to  being  hired by the
Company,  Mr.  Whitmore was the  President of SunnComm and was  responsible  for
marketing its products.

MediaMax  currently has  licensing  agreements  in place with  international  CD
manufacturers  for the music industry.  The agreements give these  manufacturers
the right to manufacture,  distribute,  sell, retain and permit their facilities
to license the MediaMax  technology to fulfill their customers'  orders. It also
is under a software licensing agreement with a company that believes it can sell
MediaMax  concurrently  with its anti-CD burning  technology.  These  agreements
along with  licensing  agreements  with two of the four major record  labels and
several  independent  record labels  effectively  provide  distribution  for the
MediaMax technology.

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ITEM 1. DESCRIPTION OF BUSINESS - continued

Competition

The most  significant  competitor  known to SunnComm and the Registrant for copy
protection  of  music  is  Macrovision  Corporation.   Macrovision  is  a  large
conglomerate with approximately $418 million in assets of which $212 million are
current  assets.  A large  part of its  business  involves  copy  protection  of
computer  software,   videos,  music  and  pay  per  view  satellite  and  cable
broadcasts.  The Music Technology group generated  approximately $4.6 million in
revenue during 2003.

Macrovision   is  actively   involved  in  developing   and  marketing   various
technologies  to meet the  needs of  emerging  music  delivery  systems  such as
downloading  and streaming via the Internet,  as well as technologies to prevent
the  unauthorized  copying  of music CDs.  Its  current  products  (CDS-100(TM),
CDS-200(TM),   and   CDS-300(TM))   provide  music  labels  with  the  following
capabilities:

     o    First  session  copy  protection,  which  inhibits the ability to copy
          music to a PC for  subsequent  redistribution  on Internet  based file
          sharing services;
     o    Encrypted  second session music files that can play on the PC, as long
          as the CD is in the PC CD/DVD-ROM drive;
     o    DRM  technology  that  enables  the second  session  music files to be
          copied to a  personal  computer  hard disk and be  managed/played  via
          Windows  Media Player and controls (at the copyright  owner's  option)
          subsequent transfer to portable devices, CD-Rs, and the Internet.

Macrovision claims the CDS-100,  CDS-200 and CDS-300 solutions have been used on
over 400 million music CDs  worldwide  through 2004. Of the total number of copy
protected CDs produced worldwide, approximately 60% were distributed in the Asia
Pacific  region  (principally  Japan),  35% in Western  Europe,  and 5% in North
America,  South America, and the rest of the world combined. The CDS-300 product
was  released  in January  2004 and  currently  is being  tested by major  music
labels.  Macrovision's  method of competition for protecting music CDs commenced
by combining  technologies that are the subject of patents developed internally,
patents  acquired  from Midbar  Tech  (1998)  Ltd. in November  2002 and patents
acquired from TTR Technologies, Inc. in May 2003.

In January  2003,  Microsoft  announced  the  release of its WMDST with a second
session  DRM  solution  that  can  be  deployed   independent  of  Macrovision's
solutions.  The announcement included SunnComm as the first company to integrate
a third party music CD copy  protection  technology with  Microsoft's  WMDST. We
believe that SunnComm uses  technology  that is competitive  with  Macrovision's
CDS-100, CDS-200 and CDS-300 technologies.

SunnComm proved its competitive  position during May 2003 when it entered into a
copy control  technology  agreement  with one of the five (at the time)  largest
record  companies  to license its  copy-control  technology  for releases in the
U.S.A. and  internationally.  That competitive position was further strengthened
in November 2004 when SunnComm entered into a copy control technology  agreement
with a second of the current four (Sony & BMG merged)  largest record  companies
to  license  its  copy  control  technology  for  releases  in  the  U.S.A.  and
internationally. The company also has copy control licensing agreements in place
with many independent record labels including one of the largest in the U.S.

SunnComm's  method of competition is to provide a copy control  technology  that
does not interfere  with the music on the protected CD and is compliant with the
CD Redbook  Standard.  This method  differs from its  competitors,  which try to


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ITEM 1. DESCRIPTION OF BUSINESS - continued

create more  effective copy control  technologies  by affecting the music on the
protected CD.


Suppliers and Customers

The Company does not require raw materials for the creation of its  intellectual
property and plans of acquisition.

During February 2004, the Company entered into an exclusive  marketing agreement
with SunnComm to license its audio copy management and protection  technologies.
The  Company  plans to  continue  marketing  to  independent  labels  which,  if
successful,  will  minimize  dependence  on a few major  customers.  The Company
estimates that the independent labels comprise  approximately  one-fourth of the
entire copy protection market.


Patents and Trademarks

The Company owns the following trade names registered with the US Patent Office:

     1.   MediaMax
     2.   MediaMax Technology
     3.   MediaMax Technologies

Government Regulations

There are no current government  regulations or environmental  compliance issues
affecting the Company's business at its current stage of development.

During June 2002,  SunnComm's  President,  Peter  Jacobs,  was invited to appear
before  the U.S.  House of  Representatives  Oversight  Subcommittee  on Digital
Rights  Management.  Mr.  Jacobs  delivered a summary of  SunnComm's  opinion on
protecting  digital  intellectual  property  rights,  which  can  be  viewed  at
www.sunncommm.com

The Company  believes that it will have continuing  opportunities to present its
opinions for copy control technologies to the U.S. House of Representatives.


Research and Development

The Company does not conduct  research and  development on audio copy management
and protection  technologies.  In the event that it acquires a technology  which
may need further  research and development  work, it plans to contract such work
with  SunnComm or other  research  facilities,  which are active in research and
development in audio copy management and protection technologies.


Employees

As of the date of this report, the Company had two full-time  employees involved
in the sales of MediaMax and one part time employee.


                                       10
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

c. NARRATIVE DESCRIPTION OF FLOPPY DISK EQUIPMENT

On January 8, 2001,  the Company  acquired  plant,  equipment  and other assets,
including specialized disk refurbishing  equipment,  manufacturing set-ups, real
estate  lease,  fixtures  and  related  equipment  and  other  property  with an
estimated fair value of at least $3.8 million from four independent  sellers. In
consideration  for the acquisition of the assets,  the Company issued 12,007,252
shares of its restricted  common stock to the sellers.  The equipment  valuation
was determined by a discounted cash flow of projected  operating  income using a
maximum  cost of  funds  of 20% per  annum.  This was  further  supported  by an
independent   expert's  valuation  opinion  of  the  replacement  value  of  the
equipment.  In determining the amount of Company's consideration for the assets,
the parties  estimated  the present  fair market  value of all such assets to be
equivalent to approximately $.32 per share issued.

During 2001, the Company was unable to attract  profitable orders along with the
capital  necessary  to  put  the  disk  refurbishing  plant  into  a  profitable
operation. A customized special order was processed during the fourth quarter of
2001 generating $56,094 of gross revenue.

During  the second  quarter of 2002,  the  floppy  disk  equipment  was put into
storage  on a month to month  lease  agreement.  While  in  storage,  Management
seriously  evaluated two potential  acquisition  candidates that were willing to
assist in the set up and  operation of the floppy disk  equipment if orders were
obtained to process. Management was unable to come to terms with both candidates
or obtain any orders for the plant  during  2002;  consequently,  the  equipment
remained in storage.

During 2003, Management learned from wholesalers that the floppy disk market was
in a severe decline and significant orders were unavailable.  Due to the lack of
capital and marketing expertise, Management decided during the second quarter of
2003 to  sell  the  floppy  disk  equipment  but  had  not  developed  a plan of
liquidation.

During the fourth  quarter of 2004,  the Company  continued  to seek  interested
buyers for the  equipment and  completely  impaired the value of its floppy disk
burnishing equipment.


d. COMPANY RISKS

Product Marketability

The  Company's  Plan  of  Operation  may be  unsuccessful.  The  success  of the
Company's  business in marketing copy protection  technology is dependent on the
marketability  of copy  protection  products from SunnComm or the acquisition of
additional  technologies  to enhance  marketability.  In the event  that  record
labels determined that the benefits of the Company's copy protection  technology
do not justify the cost of licensing the technology, it may become difficult for
the Company to raise capital to pay its overhead.


Customer Support

Successful marketing will require customer support.  Ongoing future success will
depend on the  Company's  ability  to  provide  adequate  software  support  and
maintenance  services to its customers or to contract for such services.  As the
Company  markets new  applications  or upgrades to run on new  platforms,  it is


                                       11
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

important that their business is not disrupted as a result of inadequate support
from the Company.


Potential Domestic and Foreign Government Restrictions

Federal and state law makers are  continually  discussing  passing laws that may
restrict  the use of the  internet.  Such  laws,  if  passed,  could  impact our
business  and  intellectual  property  rights.  In  addition,   consumer  rights
advocates are challenging the Digital Millennium Copyright Act of 1998.

In the event  orders  are  obtained  for copy  protection  outside of the United
States of America, foreign governments may impose restrictions on importation of
programming,  technology or components from the U.S.A. In addition,  the laws of
some foreign  countries may not protect our intellectual  property rights to the
same  extent,  as do the laws of the  U.S.A.,  which  may  increase  the risk of
unauthorized use of our technology.


Economic Losses from Litigation

Litigation may be necessary in the future.  Although the Company is an exclusive
sales agent for SunnComm,  it may require legal costs or economically  suffer if
SunnComm's  patents,  trademarks or copyrights  are  challenged,  invalidated or
circumvented.  Others may develop  technologies  that are similar or superior to
the SunnComm's  technologies  or design around its patents and patent  pendings.
Effective intellectual property protection may be unavailable or limited in some
foreign countries.


Competition

A number of competitors and potential  competitors may be developing similar and
related music copy protection systems.  SunnComm's technology may not achieve or
sustain market acceptance,  or may not meet, or continue to meet, the demands of
the music  industry.  It is possible  that there could be  significant  consumer
resistance  to audio  copy  protection,  as  consumers  may feel  that  they are
entitled to copy audio CDs. It is not clear what the reaction of the major music
labels  would be to any  consumer  resistance.  If the  market for music CD copy
protection  fails to develop,  or develops  more  slowly than  expected,  or the
Company's products being marketed do not achieve or sustain market acceptance or
if there is consumer resistance to the technology, the business would be harmed.
If the Company can't compete successfully against competitive  technologies that
may be  developed  in the future the  business  will be  harmed.  Generally,  it
requires a  substantial  time and  resource  effort to bring and be able to both
recognize a  commercially  successful  technology or invention at an early stage
and  conduct  a  successful  marketing  campaign  to  sell  this  technology  or
invention.  There  is no  assurance  that  all  or  any  of  SunnComm's  product
development efforts will result in commercially viable final products.


Limited History of Operations

The Company has only a limited history of operations. The Company operations are
subject  to  the  risks  and  competition  inherent  in the  establishment  of a
relatively new business  enterprise in a highly  competitive field of technology
transfer.  There can be no assurance that future  operations will be profitable.
Revenues and profits, if any, will depend upon various factors, including market


                                       12
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

acceptance of its products and technologies,  market  awareness,  its ability to
promptly  and  accurately  recognize  a  marketable   technology  or  invention,
dependability  of an advertising and recruiting  network,  and general  economic
conditions.  There is no assurance  that the Company will achieve its  expansion
goals and the failure to achieve such goals would have an adverse impact on it.


Operating Losses and Financing Requirements

The Company will need to raise  additional  capital through the placement of its
securities or from debt or equity financing. If the Company is not able to raise
such  financing or obtain  alternative  sources of funding,  management  will be
required to curtail  operations.  There is no assurance that the Company will be
able to  continue to operate if  additional  sales of its  securities  cannot be
generated or other sources of financing located.

Future  events,  including  the  problems,  delays,  expenses  and  difficulties
frequently  encountered  by startup  companies may lead to cost  increases  that
could make the  Company's  source of funds  insufficient  to fund the  Company's
proposed  operations.  The  Company  may seek  additional  sources  of  capital,
including an additional  offering of its equity securities,  an offering of debt
securities or obtaining  financing  through a bank or other entity.  The Company
has not  established  a limit as to the  amount  of debt it may incur nor has it
adopted  a ratio of its  equity to a debt  allowance.  If the  Company  needs to
obtain  additional  financing,  there is no  assurance  that  financing  will be
available,  from any source, or that it will be available on terms acceptable to
the Company,  or that any future offering of securities will be successful.  The
Company could suffer adverse  consequences if it is unable to obtain  additional
capital when needed.


Obsolescence

Products marketed by the Company may become obsolete. Patent review is usually a
lengthy, tedious and expensive process that may take months or, perhaps, several
years to  complete.  With the current  rate of  technology  development  and its
proliferation   throughout   the  world,   SunnComm's   inventions   may  become
commercially obsolete.


Reliance on Future Acquisitions Strategy

The  Company  expects to  continue to rely on  acquisitions,  joint  ventures or
licensing agreements as a primary component of its growth strategy. It regularly
engages in evaluations of potential  target  candidates,  including  evaluations
relating to acquisitions that may be material in size and/or scope.  There is no
assurance  that the Company  will  continue  to be able to identify  potentially
successful companies that provide suitable acquisition opportunities or that the
Company will be able to acquire any such  companies on  favorable  terms.  Also,
acquisitions  involve a number of  special  risks  including  the  diversion  of
management's  attention,  assimilation  of the personnel  and  operations of the
acquired  companies,  and possible loss of key employees.  There is no assurance
that the acquired  companies  will be able to  successfully  integrate  into the
Company's  existing  infrastructure or to operate  profitably.  There is also no
assurance  given as to the  Company's  ability  to obtain  adequate  funding  to
complete any contemplated  acquisition or that any such acquisition will succeed
in enhancing  the  Company's  business and will not  ultimately  have an adverse
effect on the Company's business and operations.

                                       13
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

Possible Inability to Finance Acquisitions

In  transactions in which the Company agrees to make an acquisition for cash, it
will have to locate  financing from  third-party  sources such as banks or other
lending  sources  or it  will  have  to  raise  cash  through  the  sale  of its
securities.  There is no  assurance  that such  funding will be available to the
Company when required to close a transaction or if available on terms acceptable
to the Company.


Loss of the Company Key Directors May Adversely Affect Growth Objectives

The  Company's  success in  achieving  its growth  objectives  depends  upon the
efforts  of  its  directors.   Their  experience  and   industry-wide   contacts
significantly  benefit  the  Company.  The loss of the  services of any of these
individuals  may  have  a  material  adverse  effect  on the  Company  business,
financial  condition and results of  operations.  There is no assurance that the
Company  will be able to maintain  and achieve its growth  objectives  should it
lose any or all of these individuals' services.


Failure to Attract Qualified Personnel

A change in labor market conditions that either further reduces the availability
of employees or increases  significantly the cost of labor could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.  The  Company's  business  growth is  dependent  upon its ability to
attract and retain qualified  research  personnel,  administrators and corporate
management.  There is no  assurance  that the  Company  will be able to employ a
sufficient number of qualified training personnel in order to achieve its growth
objectives.


Issuance of Future Shares May Dilute Investors Share Value

The  Certificate  of  Incorporation  of the Company  authorizes  the issuance of
350,000,000  shares of common stock and 5,000,000 shares of preferred stock. The
future issuance of all or part of the remaining  authorized  common or preferred
stock may result in  substantial  dilution in the  percentage  of the  Company's
common stock held by the its then existing  shareholders.  Moreover,  any common
stock issued in the future may be valued on an  arbitrary  basis by the Company.
The issuance of the  Company's  shares for future  services or  acquisitions  or
other corporate  actions may have the effect of diluting the value of the shares
held by investors,  and might have an adverse  effect on any trading  market for
the Company's common stock.


Penny Stock Regulation

The Company's common stock is deemed to be a penny stock. Penny stocks generally
are  equity  securities  with a price of less than  $5.00 per share  other  than
securities  registered on certain national securities exchanges or quoted on the
NASDAQ Stock Market,  provided that current  price and volume  information  with
respect to  transactions  in such  securities  is  provided  by the  exchange or
system.  The  Company's  securities  may be subject to "penny  stock rules" that
impose additional sales practice  requirements on  broker-dealers  who sell such
securities to persons other than established  customers and accredited investors
(generally  those with assets in excess of $1,000,000 or annual income exceeding


                                       14
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

$200,000 or $300,000  together with their spouse).  For transactions  covered by
these rules, the broker-dealer must make a special suitability determination for
the  purchase of such  securities  and have  received  the  purchaser's  written
consent  to  the  transaction  prior  to the  purchase.  Additionally,  for  any
transaction  involving a penny  stock,  unless  exempt,  the "penny stock rules"
require  the  delivery,  prior  to the  transaction,  of a  disclosure  schedule
prescribed  by  the  Commission   relating  to  the  penny  stock  market.   The
broker-dealer   also  must  disclose  the   commissions   payable  to  both  the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information  on the limited  market in penny  stocks.  Consequently,  the "penny
stock rules" may restrict the ability of  broker-dealers  to sell the  Company's
securities.  The foregoing  required penny stock  restrictions will not apply to
the Company's  securities if such securities maintain a market price of $5.00 or
greater.  There can be no assurance  that the price of the Company's  securities
will reach or maintain such a level.


ITEM 2. DESCRIPTION OF PROPERTY

On March 1, 2003, the Company entered into a three year lease for class A office
space in Phoenix,  Arizona with  escalating  monthly rental  payments every year
starting  at $3,254 per month  during the first year and ending  with $3,550 per
month in the last year.  Under the terms of the lease the Company is required to
pay  operating  costs in excess of the base year 2002 and its pro rata  share of
property taxes.

Title to Properties

Media Production Equipment

The media production equipment and assets acquired by the Company during January
2001 constitute all of the real, personal,  intangible and intellectual property
necessary  for the  Company to engage in the 3.5 inch Micro  Floppy  Disk finish
refurbishing business.


ITEM 3.  LEGAL PROCEEDINGS

No legal  proceedings  to which the Company is a party were  pending  during the
reporting  period,  and the  Company  knows of no legal  proceedings  pending or
threatened or judgments  entered  against any director or officer of the Company
in his capacity as such.


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

The  Company  did not submit any matter to a vote of  security  holders  through
solicitation  of proxies or  otherwise  during the fourth  quarter.  On March 2,
2005, the Company  electronically  filed a definitive  information  statement on
Schedule 14C with the Securities and Exchange Commission about a majority of the
shareholders approving the changing of the Company's name to MediaMax Technology
Corporation.


                                       15
<PAGE>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a. Market Information

On April 25,  2002,  the  Company  received  a trading  symbol  (FNEY) and began
trading on May 14, 2002 on the OTC Bulletin Board. On approximately February 20,
2003 the trading  symbol of the  Registrant  was changed to QTIG.  The following
table sets forth,  for the periods  indicated,  the reported  high and low split
adjusted closing prices for our common stock.


            2003                   High         Low
            First Quarter          $.09        $.01
            Second Quarter         $.02        $.01
            Third Quarter          $.02        $.01
            Fourth Quarter         $.06        $.01

            2004                   High         Low
            First Quarter          $.14        $.03
            Second Quarter         $.14        $.07
            Third Quarter          $.12        $.05
            Fourth Quarter         $.09        $.04

The Company's  common stock is quoted on the OTC Bulletin  Board ("QTIG") of the
National  Association  of Securities  Dealers,  Inc. (the "NASD").  There was no
established  market for such shares until the fourth quarter of 2003.  There can
be no assurance  that any such market will ever continue or be  maintained.  Any
market  price for  shares of common  stock of the  Company  is likely to be very
volatile,  and  numerous  factors  beyond the  control of the Company may have a
significant effect. Broad market  fluctuations,  as well as general economic and
political  conditions,  may  adversely  affect the market price of the Company's
common stock in any market that may continue.  Sales of "restricted  securities"
under Rule 144 may also have an adverse effect on the market price of the stock.
See the caption "Sales of Unregistered Securities".


b. Holders

As of February  18,  2005,  the Company had  182,594,325  shares of common stock
outstanding, held by 959 stockholders of record.


c. Dividends

The Company has never  declared or paid cash  dividends  on its common stock and
anticipates  that future  earnings,  if any, will be retained for development of
its business.


                                       16
<PAGE>

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

d. Securities Authorized for Issuance under Equity Compensation Plans

<TABLE>
<CAPTION>
------------------------ ------------------------------- -------------------------------- -----------------------------------
Plan Category              Number of securities to be       Weighted-average exercise       Number of securities remaining
                            issued upon exercise of       price of outstanding options,     available for future issuance
                         outstanding options, warrants            warrants and             under equity compensation plans
                                      and                            rights                (excluding securities reflected
                                     rights                            (b)                            in column (a))
                                      (a)                                                                (c)
------------------------ ------------------------------- -------------------------------- -----------------------------------
<S>                                   <C>                              <C>                               <C>
Equity compensation                    --                              --                                 --
plans approved by
security shareholders
------------------------ ------------------------------- -------------------------------- -----------------------------------
Equity compensation                293,662                            $0.25                             330,091
plans not approved by
security shareholders
------------------------ ------------------------------- -------------------------------- -----------------------------------
Total                              293,662                            $0.25                             330,091
------------------------ ------------------------------- -------------------------------- -----------------------------------
</TABLE>

In July 1997 the Company adopted its 1997 Statutory and  Nonstatutory  Incentive
Stock  Option  Plan (the Plan)  allowing  for the  issuance of  incentive  stock
options and nonstatutory  stock options to purchase an aggregate  623,753 shares
of  common  stock to  directors,  officers,  employees  and  consultants  of the
Company. The Plan is administered by the Board of Directors.


e. Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Securities

All  securities  sold in the past three  years have been  reported  in  previous
quarterly filings on Form 10-QSB and annual filings on Form 10-KSB.  The Company
did not sell any of its securities during the fourth quarter of 2004.

During the first quarter of 2005, the Company issued the following securities:

On January 18, 2005, the Company issued 400,000 unrestricted common shares under
its Year 2004  Employees and  Consultants  Stock  Compensation  Plan at a market
value of $.035 per share to a  consultant  for legal  consulting  pertaining  to
acquisitions.

On January 28, 2005, the Company issued 300,000 unrestricted common shares under
its Year 2004  Employees and  Consultants  Stock  Compensation  Plan at a market
value of $.035  per  share  to a  consultant  for  additional  legal  consulting
pertaining to acquisitions.


                                       17
<PAGE>

ITEM 6. MANAGEMENT'S PLAN OF OPERATION

In the  following  discussion  we are  providing  an analysis  of our  financial
condition  and the  Plan of  Operation  during  the  next  twelve  months.  This
discussion  should be read in conjunction with our financial  statements and the
notes thereto.  Certain matters  discussed  below are based on potential  future
circumstances and developments,  which we anticipate or expect, but which cannot
be assured. Such forward-looking statements include, but are not limited to, our
plans to acquire additional copy protection technology systems from SunnComm and
establish a marketing team and customer  support center for those  products.  We
are seeking a buyer for the floppy disk  production  equipment but do not have a
specific  plan  of  liquidation  as of the  date of this  report.  We also  will
continue to search for potential  acquisitions that are revenue  generating that
we  believe  could  enhance  their  profitability  if we  were  involved  in the
management  of their  operation.  The  actual  results  which we  achieve in our
operations   could  differ   materially  from  the  matters   discussed  in  the
forward-looking statements.

a. Overview

The  Company  did not  generate  any  revenue  during the year ended  2003,  but
generated $105,972 in licensing revenues during 2004 from marketing the MediaMax
product of  SunnComm.  The  Company  acquired  the right to market the  MediaMax
product through an Exclusive  Marketing  Agreement with SunnComm that it entered
into during March 2004.

At December 31, 2003, the Company  impaired all of its MediaCloQ  technology for
$674,629 due to the determination that it could not be sold due to its inability
to  work  on all DVD  players.  It also  impaired  its  floppy  disk  burnishing
equipment  $900,000;  thus  reducing its value to $100,000 that it estimated was
the market value of the equipment.

On March 4, 2004 the written consent, of a majority of disinterested outstanding
common shares of record at February 4, 2004 of Quiet Tiger,  became effective to
approve the  issuance  of  10,152,704  restricted  common  shares  valued by the
Company  at $.03 per  share to  SunnComm  Technologies,  Inc.,  "SunnComm",  for
$304,581 of debt  incurred  for cash  advances and  administrative  and overhead
expenses  charged to the  Company  and to approve  the  issuance  of  64,000,000
restricted  common  shares  valued by the  Company at $.03 per share for a total
consideration  of  $1,920,000  to  SunnComm  and the  assumption  of a  $110,000
outstanding debt due to a consultant for an Exclusive  Marketing  Agreement with
its  commercial  copy  protection  technology on CD's and all of its  continuing
upgrades.  The Agreement  provides the Company with 50% of the revenues  derived
from all existing  licensing  agreements held by SunnComm for the technology and
requires Quiet Tiger to advance $138,000 a month against future royalties and an
additional  $12,000 for  services  being  provided by  SunnComm.  The first such
payment shall be made on March 31, 2004. The Exclusive Marketing Agreement gives
the  Company  the  exclusive  marketing  rights  for  SunnComm's  optical  media
enhancement and control technologies. Under the terms of the Exclusive Marketing
Agreement,  the Company  must pay for all of its sales and  marketing  costs and
SunnComm must pay for all of its  development  and upgrade costs.  SunnComm also
agreed to indemnify the Company against consumer  complaints and product related
litigation.

On March  18,  2005,  the  Company  completed  a  Definitive  Agreement  for the
acquisition of the intellectual  property of DarkNoise.  DarkNoise's  technology
inserts data into  digital  audio files that is inaudible as long as the file is
played as is but will produce very audible distortion in the resulting output of
an MP3 or other  unsecured  file  sharing  format.  Quiet Tiger plans to further
develop the technology in order to ensure  effectiveness and compatibility  with


                                       18
<PAGE>

ITEM 6. MANAGEMENT'S PLAN OF OPERATION - continued

MediaMax.  The company intends to share the research and development to date and
the  intellectual  property with  SunnComm and one of its  strategic  technology
partners in the academic  community,  which  specializes in audio processing and
music  engineering.   It  is  anticipated  that  this  methodology  could  yield
substantial  incremental  levels  of  protection  within  the  current  MediaMax
technology.

MediaMax   technology  enables  record  labels,   artists,  CD  replicators  and
duplicators  as well as online music  providers  to protect,  enhance and manage
their music  assets.  This is achieved by adding layers of copy  management  and
enhancement  technologies  to the CD or  electronically  delivered  files.  This
results in limiting the  unauthorized  uploading  and copying of original  music
while, at the same time,  allowing those purchasing  SunnComm protected media to
legally  play,  move and  share the  music  using  Secure  Burn,  MusicMail  and
On-the-Fly  Technology   functionality.   MediaMax  allows  CD  buyers  to  make
authorized  copies of music on their  computer or to make a copy of the original
CD for  their  own  personal  use.  They are also able to listen to the music on
their PCs or transfer the content to portable  listening  devices.  All of these
features are available  through  SunnComm's secure  proprietary  multimedia user
interface.

DarkNoise's  technology  inserts data into digital audio files that is inaudible
as long as the file is played as is. But the nature of the inserted data is such
that most types of conversion or compression,  as happens when ripping a song to
MP3 or other  unsecured  file  sharing  formats,  will cause it to produce  very
audible  distortion  in the  resulting  output.  It's  analogous  to certain ink
techniques  for printed  documents  that are nearly  invisible but become highly
visible  on  photocopies  of the  document,  thereby  making  it clear  that the
document is not an original.  It is anticipated that the acquisition and further
development of this technology can lead to a seamless integration with MediaMax.

On  February  23,  2005,   Quiet  Tiger  reached  an  agreement  with  Top  Hits
Entertainment and Mediaport Entertainment to include MediaMax content protection
and enhancement technology within specialized unmanned music vending machines to
be installed  in retail  locations  throughout  the U.S.  The  partnership  will
provide  customers with an extensive  content choice via an unmanned,  automated
point-of-sale  kiosk. The patent pending process allows music buyers to purchase
full-length  music CDs,  create  their own labeled  compilation  CDs or download
entire albums or specific tracks to a portable music player.

Vended CDs will contain MediaMax content management and enhancement  technology,
which provides  additional  bonus content  including  advertising  and marketing
opportunities.  A unique component of the technology allows  identification  and
protection at the track level,  respecting  the  individual  content  management
requirements of various major and independent  record labels on a track-by-track
basis.  The partners are in the final stages of approval for pilot programs with
major retail  organizations.  The Company  anticipates  implementation  of these
programs during 2005.


b. Marketing Strategy and Employees

The  Company's  plan of  operation  for the year 2005 is to market  MediaMax and
acquire   compatible   copy   protection   technology  that  could  enhance  the
marketability  of MediaMax.  The Company  currently has two full time employees,
William H. Whitmore,  Jr. as its Chief Executive Officer and Scott Stoegbauer as
its Vice President of Sales and Marketing.  Additional employees may be hired as
needed  during  2005,  possibly  in the  areas of  outside  sales  and/or  sales


                                       19
<PAGE>

ITEM 6. MANAGEMENT'S PLAN OF OPERATION - continued

administration. Administrative assistance is provided by SunnComm in addition to
the  services  of Albert  Golusin  who  serves as a  part-time  Chief  Financial
Officer.

In the event the DarkNoise  intellectual  property is developed and  integrated,
the Company will  undertake  sales and marketing of the product.  DarkNoise will
receive a 25% royalty on the incremental net revenues generated by the inclusion
of the technology  with the product or products being marketed by the Company at
that time.  Technologies  similar to DarkNoise  will  constantly be explored and
integrated into the product line if they have merit and make sense.

The Company believes that MediaMax is currently marketable and has been enhanced
to meet specific  demands of  significant  customers.  A licensing  agreement is
already in place with several major record labels as well as independent  record
labels for the MediaMax  technology and is generating  modest  revenues  without
significant  consumer  complaints.  During  2004  there were two  commercial  CD
releases  containing the MediaMax  technology that sold in excess of one million
and two million copies, respectively,  which became Platinum and Double-Platinum
selling albums.

In  conjunction  with the Exclusive  Distribution  Agreement,  the Company hired
William  H.  Whitmore,  Jr. to be its Chief  Executive  Officer  and to plan and
implement  a  Marketing  Strategy  for  MediaMax.  Prior to  being  hired by the
Company,  Mr.  Whitmore was the  President of SunnComm and was  responsible  for
marketing its products.

MediaMax  currently has  licensing  agreements  in place with  international  CD
manufacturers  for the music industry.  The agreements give these  manufacturers
the right to manufacture,  distribute,  sell, retain and permit their facilities
to license the MediaMax  technology to fulfill their customers'  orders. It also
is under a software licensing agreement with a company that believes it can sell
MediaMax  concurrently  with its anti-CD burning  technology.  These  agreements
along with  licensing  agreements  with two of the four major record  labels and
several  independent  record labels  effectively  provide  distribution  for the
MediaMax technology.


c. Research and Development

The Company does not currently conduct research and development activities.  The
Company plans to incur  expenditures  for integrating  the DarkNoise  technology
with MediaMax and work closely with SunnComm to integrate the two  technologies.
A estimated budget for the project has not yet been determined.

d. Commitments for Capital Expenditures

The company does not currently have any  contractual  commitments  other than to
pay  SunnComm  advance  royalty  payments of  $138,000 a month to  maintain  its
exclusive marketing agreement and $12,000 a month for administrative support.

The Company plans to incur expenditures for integrating the DarkNoise technology
with MediaMax and work closely with SunnComm to integrate the two  technologies.
An estimated budget for the project has not yet been determined.  Once developed
and  integrated,  the  Agreement  requires  the Company to  undertake  sales and
marketing  of  the  product.  DarkNoise  will  receive  a  25%  royalty  on  the
incremental  net revenues  generated by the inclusion of the technology with the
product or products being marketed by the Company at that time.

                                       20
<PAGE>

ITEM 6. MANAGEMENT'S PLAN OF OPERATION - continued

In the  event  that the  sale of the  floppy  disk  refurbishing  equipment  and
operating   revenues  are   insufficient   to  fund  the  Company's   continuing
obligations,  it will  need to raise  cash  through  the sale of its  securities
through additional private financings as well as borrowings and other resources.
To the extent that  additional  capital is raised  through the sale of equity or
equity-related  securities,  the  issuance of such  securities  could  result in
dilution of our stockholders.  There can be no assurance that additional funding
will be  available  on  favorable  terms,  if at all. If adequate  funds are not
available  when we need them, we may be required to curtail our  operations.  No
assurance can be given, however, that we will have access to the capital markets
in the future,  or that  financing  will be  available  on  acceptable  terms to
satisfy our cash requirements needed to implement our business  strategies.  Our
inability to access the capital  markets or obtain  acceptable  financing  could
have a material  adverse  effect on our  results  of  operations  and  financial
condition and could severely threaten our ability as a going concern.

e. Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.


ITEM 7. FINANCIAL STATEMENTS

We are filing the financial  statements and notes to financial  statements  with
this annual report.  These reports may be found following Item 14 in Part III of
this report.


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

Effective March 5, 2004, the client-auditor relationship between the Company and
James C. Marshall,  CPA, P.C.  ("Marshall")  ceased as the board of directors of
the Company approved and accepted their  resignation.  On that date, the Company
engaged Semple & Cooper, LLP, ("Semple") as its principal  independent principal
accountant  and  engaged  them to audit the  balance  sheet of the Company as of
December  31,  2003  and the  related  statement  of  operations,  statement  of
stockholders'  equity,  and the  statement  of cash  flows  for the  year  ended
December 31, 2003.  Marshall had served as the Company's  principal  independent
accountant  since  February  1, 2001 and did not audit the  Company's  financial
statements for the two most recent fiscal years ended December 31, 2004.

Marshall  audited the balance  sheet of the Company as of December  31, 2000 and
the related statement of operations,  statement of stockholders' equity, and the
statement of cash flows for the year ended December 31, 2000.  Marshall's report
on the financial  statements of the Company for the fiscal years ended  December
31, 2001 and December 31, 2002 and any later interim  period up to and including
the date the  relationship  with  Marshall  ceased did not  contain  any adverse
opinion or  disclaimer  of  opinion  and was not  qualified  or  modified  as to
uncertainty, audit scope or accounting principles.

In connection  with the audit of the Company's  fiscal years ending December 31,
2002 and any  later  interim  period,  including  the  interim  period up to and
including  the date the  relationship  with Marshall  ceased,  there had been no
disagreements  with  Marshall  on  any  matters  of  accounting   principles  or
practices,  financial statement disclosure of auditing scope or procedure, which
disagreement(s),  if not  resolved to the  satisfaction  of Marshall  would have
caused  Marshall to make reference to the subject matter of the  disagreement(s)
in connection with its report on the Company's financial statements.

                                       21
<PAGE>

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

The Company  authorized  Marshall to respond  fully to any  inquiries of any new
auditors  hired by the Company  relating to their  engagement  as the  Company's
independent   accountant.   The  Company  requested  that  Marshall  review  the
disclosure  and Marshall was given an  opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the  Company's  expression  of its views,  or the respect in which it did not
agree with the statements made by the Company in the report on Form 8-K filed on
March 12, 2004. Such letter was filed as an exhibit to such Form 8-K.

The Company had not previously  consulted with Semple  regarding  either (i) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed;  or (ii) the type of audit opinion that might be rendered
on the Company's financial  statements;  or (iii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-B  and the  related  instructions)  between  the  Company  and  Marshall,  the
Company's previous independent  accountant,  as there were no such disagreements
or a reportable  event from  January 1, 2000  through  December 31, 2002 and any
later interim period,  including the interim period up to and including the date
the  relationship  with Marshall  ceased.  Neither had the Company  received any
written or oral advice concluding there was an important factor to be considered
by the  Company  in  reaching  a  decision  as to an  accounting,  auditing,  or
financial  reporting  issue.  Semple  reviewed the  disclosure  required by Item
304(a) before it was filed with the  Commission  and was provided an opportunity
to furnish the Company with a letter addressed to the Commission  containing any
new information,  clarification of the Company's expression of its views, or the
respects  in which it did not agree with the  statements  made by the Company in
response to Item 304(a). Semple did not furnish a letter to the Commission.


ITEM 8A.  CONTROLS AND PROCEDURES

a)   Evaluation  of disclosure  controls and  procedures.  The  Company's  chief
     executive  officer and principal  financial  officer,  after evaluating the
     effectiveness  of the Company's  "disclosure  controls and  procedures" (as
     defined  in  the  Securities  Exchange  Act of  1934  Rules  13a-15(e)  and
     15d-15(e))  as of the end of the period  covered by this annual report (the
     "Evaluation  Date"),  has concluded  that as of the  Evaluation  Date,  the
     Company's  disclosure controls and procedures were adequate and designed to
     ensure  that  material   information   relating  to  the  Company  and  its
     consolidated subsidiaries would be made known to him by others within those
     entities.

b)   Changes  in  internal  control  over  financial  reporting.  There  were no
     significant  changes  in the  Company's  internal  control  over  financial
     reporting during the fourth fiscal quarter that materially affected,  or is
     reasonably likely to materially affect, the Company's internal control over
     financial reporting.

                                       22
<PAGE>


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

The following  table sets forth the names and ages of the current  directors and
executive officers of the Company,  the principal offices and positions with the
Company  held by each  person  and the date such  person  became a  director  or
executive  officer of the Company.  Each serves until the next annual meeting of
stockholders.

Names of Executive                                  Date of        Date of
Officers and Directors    Age  Position             Appointment    Resignation
------------------------ ----  ----------           ------------- -------------

William H. Whitmore, Jr.   45  CEO & Director       May 3, 2002   April 10, 2003
                                                    Jan. 16, 2004       N/A

Albert A. Golusin (1)      50  Secretary,Treasurer, January 5, 2001     N/A
                                 and Director

Scott S. Stoegbauer        50  Vice President       March 3, 2004       N/A

Wade P. Carrigan (1),(2)   47  Director             May 3, 2002         N/A

(1)  Member of Audit Committee at December 31, 2002
(2)  Mr.  Carrigan  became the C.E.O. on April 10, 2003 and resigned as C.E.O on
     January 16, 2004.

William H.  Whitmore,  Jr., has worked with SunnComm  Technologies  from January
2001 to the present.  He previously  served as Executive Vice President for Ekid
Network,  Inc., a media  content  company for children  from  September  1999 to
January  2001.  While in this  position,  Mr.  Whitmore  managed  all aspects of
administration,  technical  development  and  marketing  for the company,  which
produced educational animated software that enabled children to use the Internet
safely.  Concurrently,  he was the  representative for the investment group that
funded this project and numerous other business models.  Mr. Whitmore managed an
extensive portfolio that included restaurants, real estate and one-stop Internet
ventures.  Prior to joining Ekid Network, Mr. Whitmore was the Vice President of
Operations  for TCBG from 1977 to August  1999, a  manufacturer  and marketer of
unique  products  for  the  children's  beverage  market.  In his  role  as Vice
President of Operations he worked closely with the production and marketing team
managing  all  aspects  of  product  development,  purchasing  and  procurement,
shipping and receiving, logistics, customer service and administration. On April
10, 2003 Mr. Whitmore resigned from the Company in order to devote his full time
effort to SunnComm  Technologies.  On January 16, 2004, Mr.  Whitmore became the
Chief Executive Officer and joined the board of directors.

Albert A. Golusin has been a Certified  Public  Accountant since 1981. He worked
with the  public  accounting  firms of Grant  Thornton &  Company,  C.P.A's  and
Kenneth Leventhal & Company, C.P.A.'s from 1979 through 1994. From 1985 to 1992,
Mr. Golusin was the  Controller of a public company called N-W Group,  Inc. that
later became Glenayre Electronics. He was responsible for managing a $40 million
cash portfolio,  managing the accounting  department and preparing the financial
statements for reporting to the Securities Commissions in the U.S.A. and Canada.
From 1993 to the present, Mr. Golusin has consulted to publicly traded companies
or  companies  preparing  to become  publicly  traded.  He  received  a B.S.  in
accounting from Brigham Young  University in December 1978. He currently  serves
as the Chief Financial Officer and Director of SunnComm which publicly trades on
the pink sheets under the symbol "SCMI.

                                       23
<PAGE>

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS - continued

Scott  Stoegbauer  became  the Vice  President  of Sales and  Marketing  for the
company  during  March  2004.  Prior to  joining  the  company  he  worked as an
independent  consultant designing,  implementing and managing  Internet/Intranet
environments  as well as consulting in technical  marketing areas such as direct
marketing,  on-line  advertising and on-line  Internet  marketing.  He worked at
Worldata in Boca Raton, Florida from 1990 through part of 2003. In 1994, as Vice
President of Technology  for the company,  he developed and marketed some of the
earliest and most innovative  Internet and eCommerce  marketing systems.  He was
subsequently  promoted to a Senior Vice President  where he helped create one of
the first on-line marketing and sales organizations in the country.

Wade  P.  Carrigan   currently  is  the  Chief  Financial   Officer  of  Roberts
Enterprises,  Inc., a livestock brokerage and investment company, and has served
as such since 1991.  He was  previously  a  commercial  loan  officer for Valley
National  Bank  specializing  in  Agribusiness  Finance.  Currently  he owns and
operates Wade Co. Investments,  a commodity investment company focused on feeder
cattle, live cattle, oil and natural gas.


SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the securities  Exchange Act of 1934, as amended,  requires the
Company's  directors,  executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the Exchange
Act to file with the  Securities  and  Exchange  Commission  initial  reports of
ownership  and reports of changes of  ownership of such  registered  securities.
Such executive  officers,  directors and greater than 10% beneficial  owners are
required by  Commission  regulation  to furnish  the Company  with copies of all
Section 16(a) forms filed by such reporting persons.

To the  Company's  knowledge,  based  solely on a review  of the  copies of such
reports  furnished to the Company and on  representations  that no other reports
were  required,  no person  required to file such a report failed to file during
fiscal 2004. Based on stockholder  filings with the SEC,  SunnComm is subject to
Section 16(a) filing requirements.


CODE OF ETHICS

The  Company  has not  adopted a Code of  Ethics as of the date of this  report.
Resources and time necessary to adopt written standards  reasonably  designed to
deter  wrongdoing  have not been  available as of the date of this  report.  The
Company plans to engage a consultant to assist in drafting of a Code of Ethics.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain  information  concerning the compensation
paid by the Company for services  rendered in all  capacities to the Company for
the three fiscal years ended December 31, 2002, 2003 and 2004 awarded, earned or
paid to the chief  executive  officer at December  31, 2004 and all officers and
directors, as a group.


                                       24
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

Present officers and directors
------------------------------
                             Base                 Other Annual      Long Term
Name/Position               Salary     Bonus      Compensation      Compensation
------------------------ -----------  -------   -----------------   ------------

William H. Whitmore, Jr.
President, Director
2002                       - 0 - (1)   - 0 -          - 0 -              None
2003                       - 0 -       - 0 -       $ 16,500 (1),(2)      None
2004                     $141,346      - 0 -       $150,000 (2)          None

Scott Stoegbauer
Vice President - Sales
2004                     $ 73,846      - 0 -       $  4,000 (5)          None

Albert Golusin
C.F.O., Director
2002                       - 0 - (1)   - 0 -          - 0 -              None
2003                       - 0 -       - 0 -       $ 55,000 (1),(3)      None
2004                       - 0 - (1)   - 0 -       $120,000 (3)          None

Wade P. Carrigan
Director
2002                       - 0 - (1)   - 0 -          - 0 -              None
2003                       - 0 -       - 0 -       $ 54,375 (1)(4)       None
2004                       - 0 -       - 0 -       $ 60,000 (4)          None

     (1)  All officers  were not directly  compensated  by Quiet Tiger Inc. from
          June 15,2002  through  December 31, 2002 as they were paid by SunnComm
          During the fourth quarter of 2002,  Quiet Tiger agreed to a management
          agreement  with  SunnComm  effective  June  15,  2002.  The  agreement
          requires  Quiet  Tiger Inc.  to pay  SunnComm  $25,000 a month for the
          part-time services of Mssrs.  Jacobs,  Whitmore and Golusin as well as
          general and administrative costs.
     (2)  Includes 550,000 restricted shares issued at a deemed value of $16,500
          for services  rendered  from  January 1, 2003 to April 8, 2003.  Stock
          compensation  during 2004 consisted of 5,000,000  shares of restricted
          stock at a market value of $.03 per share.
     (3)  Includes  1,833,333  restricted  shares  issued  at a deemed  value of
          $55,000 for  services  rendered  from  January 1, 2003 to November 30,
          2003.  Services provided by Mr. Golusin during December 2003 were paid
          for by  SunnComm.  Compensation  during 2004  consisted  of  4,000,000
          shares of restricted stock at a market value of $.03 per share.
     (4)  Includes  1,812,500  restricted  shares  issued  at a deemed  value of
          $54,375 for services rendered from April 9, 2003 to December 31, 2003.
          Compensation  during 2004 consisted of 2,000,000  shares of restricted
          stock at a market value of $.03 per share.
     (5)  Includes 50,000 restricted shares issued at a deemed value at $.08 per
          share.

<TABLE>
<CAPTION>

                                       25
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

Former officers and directors
-----------------------------
                                            Base                           Other Annual           Long Term
Name/Position                              Salary           Bonus          Compensation          Compensation
------------------                        --------          ------         -------------         ------------
<S>                                         <C>               <C>                 <C>                 <C>

John James Shebanow (6)
President
    2002                                  $13,728           - 0 -          $ 39,500 (5)                   None

Peter H. Jacobs (7)
President
    2002                                   - 0 -            - 0 -            - 0 -                        None
    2003                                   - 0 -            - 0 -          $ 20,625                       None
</TABLE>

     (6)  Mr. Shebanow  received a total of 395,846  restricted common shares in
          May of 2002 for the value of his services performed during 2001 in the
          amount of $27,347 and 2002 in the amount of $39,500 that he elected to
          receive in the form of non-cash compensation.
     (7)  Mr. Jacobs did not receive any compensation  directly from the Company
          as he was paid directly by SunnComm Technologies, Inc, which accrued a
          total of $175,000 for overhead  and  salaries  for two  officers,  and
          himself for the seven months ended December 31, 2002.  From January 1,
          2003 through  April 8, 2003,  he received  687,500  restricted  common
          shares at a deemed value of $20,625.  He resigned as the C.E.O.  and a
          director on April 9, 2003.

Officers and Directors
As a Group
----------------------
                           Base                Other Annual        Long Term
Name/Position             Salary       Bonus   Compensation      Compensation
------------------       --------     ------  -------------      ------------

   2002                  $ 13,728      - 0 -      $  67,000 (8)          None
   2003                     - 0 -      - 0 -      $ 146,500 (9)          None
   2004                  $215,192      - 0 -      $ 334,000(10)          None

     (8)  Includes 393,423 restricted common shares issued to two directors, one
          of which was an officer, in satisfaction of $67,000 in compensation or
          reimbursements owed to them.
     (9)  Includes  11,050,000  restricted  shares  issued at a deemed  value of
          $334,000  for services  rendered  from January 1, 2004 to December 31,
          2004.
     (10) Includes  4,883,333  restricted  shares  issued  at a deemed  value of
          $146,500  for services  rendered  from January 1, 2003 to December 31,
          2003.


Employment Contracts

Currently,  the Company has no employment  contacts  with any of its  employees,
officers or directors.


                                       26
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

Management Agreement

During the fourth quarter of 2002, Quiet Tiger agreed to a management  agreement
with SunnComm  effective June 15, 2002.  This agreement  required Quiet Tiger to
pay  SunnComm  $25,000  a month for the  part-time  services  of Mssrs.  Jacobs,
Whitmore and Golusin as well as general and administrative  costs. The agreement
was cancelled at December 31, 2002.

The agreement was revised during March 2004 whereby  Whitmore  became the CEO of
Quiet Tiger Inc. and was directly compensated by the company. Golusin and Jacobs
continued to provide  administrative  and accounting  services with the SunnComm
accounting staff for which the company was charged $18,000 a month.


Options granted
---------------
Options granted to directors and officers during 2004

                            Individual Option Grants
                      For the year ended December 31, 2004

                        Shares
                      Underlying       % of Total     Exercise    Expiration
                       Options      Options granted     Price         Date
      Name             Granted       to employees
------------------ -------------- ------------------ ----------- ---------------

Scott Stoegbauer       250,000           85.1%          $0.20       10/30/2007


Option Values at December 31, 2004
----------------------------------
The value of all  outstanding  options to directors and officers at December 31,
2004

                      Value of Options at December 31, 2004
                     Aggregate Fiscal Year End Option Values

                                                Shares           Value of
                                              Underlying       Unexercised
                      Shares       Value     Unexercised      in-the-money
                   Acquired on   Realized     Options at       Options at
     Name           Exercise                Dec. 31, 2004    Dec. 31, 2004
----------------- ------------ ----------- --------------- -----------------

Albert Golusin          0           $0          43,663           $0
Scott Stoegbauer        0           $0         249,999           $0
                  ------------ ----------- --------------- -----------------
                        0           $0          293,662          $0
                  ============ =========== =============== ==================


Stock Option Plan

The Company has adopted its 1997  Statutory and  Non-Statutory  Incentive  Stock
Option Plan  ("Plan")  which  authorizes  the Company to grant  incentive  stock
options within the meaning of Section 422A of the Internal Revenue Code of 1986,
as amended, and to grant nonstatutory stock options. The Plan relates to a total
of 623,756 shares of common stock.  Options relating to 293,663 shares have been
issued and are  outstanding  and all are presently  exercisable at strike prices
ranging from $.20 per share to $.56 per share.  No options  were granted  during
2003. The outstanding options must be exercised within 10 years from the date of
grant and no later than three months after  termination of employment or service
as a director,  except that any optionee who is unable to continue employment or


                                       27
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

service as a director due to total and  permanent  disability  may exercise such
options  within one year of  termination  and the options of an optionee  who is
employed or disabled  and who dies must be  exercised  within one year after the
date of death.

The Plan requires that the exercise  prices of options  granted must be at least
equal to the fair market  value of a share of common stock on the date of grant,
provided  that for  incentive  options if an employee  owns more than 10% of the
Company's  outstanding  common  stock then the  exercise  price of an  incentive
option  must be at  least  110%  of the  fair  market  value  of a share  of the
Company's common stock on the date of grant, and the maximum term of such option
may be no longer  than five years.  The  aggregate  fair market  value of common
stock,  determined at the time the option is granted,  for which incentive stock
options become exercisable by an employee during any calendar year is limited to
$100,000.

The  Plan  is to be  administered  by the  Company's  Board  of  Directors  or a
committee  thereof which determines the terms of options granted,  including the
exercise price, the number of shares of common stock subject to the option,  and
the terms and  conditions  of  exercise.  No  option  granted  under the Plan is
transferable  by the  optionee  other  than by will or the laws of  descent  and
distribution, and each option is exercisable during the lifetime of the optionee
only by such optionee.


Compensation of Directors

During 2004, Mr. Carrigan received 2,000,000  restricted common shares valued at
$.03 per share for audit  committee  work  pertaining to controls and procedures
being established.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of February 18, 2005,  certain  information
with respect to the  beneficial  ownership of the Company's  common stock by (i)
each director and officer of the Company,  (ii) each person known to the Company
to be the  beneficial  owner of 5% or more of the  outstanding  shares of common
stock, with such person's address,  and (iii) all of the directors and executive
officers as a group. Unless otherwise indicated,  the person or entity listed in
the  table  is the  beneficial  owner of the  shares  and has  sole  voting  and
investment power with respect to the shares indicated.


Name of Beneficial Owner                   Shares beneficially
or Name of Officer or Director                   Owned (1)         Percent
------------------------------------------ -------------------     -------

William H. Whitmore, Jr., CEO                    4,106,000            2.1
668 N. 44th Street, Suite 233
Phoenix, AZ. 85008

Albert A. Golusin, Secretary and Treasurer       6,734,341 (2)        3.7
668 N. 44th Street, Suite 233
Phoenix, AZ. 85008

Scott Stoegbauer, V.P. Sales & Marketing           318,666 (3)        0.2
668 N. 44th Street, Suite 233
Phoenix, AZ. 85008

                                       28
<PAGE>

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  -
continued

Name of Beneficial Owner                   Shares beneficially
or Name of Officer or Director                   Owned (1)         Percent
------------------------------------------ -------------------     -------

Wade P. Carrigan, Director                       6,131,415            3.4
P.O. Box 1908
Gilbert, AZ. 85299

SunnComm                                        78,661,199 (4)       43.0
668 N. 44th Street, Suite 248
Phoenix, AZ. 85008

JTM Investments l, L.P.                         13,395,476 (5)        7.3
2213 Midvale Terrace
Henderson, NV. 89074


All officers and directors as a
group (4 persons)                               17,290,422 (6)        9.5

     1.   All securities are owned directly and  beneficially  unless  otherwise
          noted. Beneficial ownership is determined in accordance with the rules
          of the  Securities  and Exchange  Commission  and  generally  includes
          voting or  investment  power  with  respect to  securities.  Shares of
          common stock subject to options and warrants currently  exercisable or
          exercisable within 60 days of February 18, 2005 are deemed outstanding
          for  computing  the  percentage  of the person or entity  holding such
          securities but are not outstanding for computing the percentage of any
          other person or entity.

     2.   Includes   43,663   shares  of  common  stock   underlying   presently
          exercisable options.

     3.   Includes   249,999  shares  of  common  stock   underlying   presently
          exercisable options.

     4.   Amounts shown include  shares held by Project  1000,  Inc.  which is a
          wholly owned  subsidiary and shares  personally owned by the directors
          of SunnComm, excluding Mr. Golusin.

     5.   Includes   500,000  shares  of  common  stock   underlying   presently
          exercisable warrants.

     6.   Includes   293,662  shares  of  common  stock   underlying   presently
          exercisable options.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During 2003, SunnComm paid general and administrative  expenses on behalf of the
Company in the amount of  $56,786.  At  December  31,  2003,  the  Company  owed
SunnComm $139,199.

At December 31,  2003,  the Company owed  $146,500 in  compensation  expense for
services  provided by its officers during 2003. On February 2, 2004, the Company
paid the $146,500 due to officers by issuing 4,883,333  restricted common shares
to them.

                                       29
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS - continued

On January 30, 2004, the Company issued  11,000,000  restricted common shares to
its three  directors,  two of which were  officers,  for services to be rendered
during  2004 at a deemed  value of $82,500.  All  services  were  rendered as of
December 31, 2004.

On February 2, 2004, the Company issued  4,883,333  restricted  common shares to
directors  and officers for services  rendered  during 2003 at a deemed value of
$146,500  and  1,169,616  restricted  common  shares for  reimbursement  of cash
advances of $35,088.  A total of 986,072 restricted common shares were issued to
a  non-affiliate  for  payment of $29,582 of accrued  interest  expense and cash
advances  made to the Company  during 2003 and prior years.  The issuance of the
stock was exempt from registration  under Section 4(2) of the Securities Act. No
underwriter was involved in the offer of sale of the shares.

On March 4, 2004 the written consent, of a majority of disinterested outstanding
common shares of record at February 4, 2004 of Quiet Tiger,  became effective to
approve the  issuance  of  10,152,704  restricted  common  shares  valued by the
Company at $.03 per share to SunnComm, "SunnComm", for $304,581 of debt incurred
for cash  advances  and  administrative  and  overhead  expenses  charged to the
Company  and to approve the  issuance of  64,000,000  restricted  common  shares
valued by the Company at $.03 per share for a total  consideration of $1,920,000
to  SunnComm  and  the  assumption  of a  $108,860  outstanding  debt  due  to a
consultant  for an  Exclusive  Marketing  Agreement  with  its  commercial  copy
protection technology on CD's and all of its continuing upgrades.  The Agreement
provides  the  Company  with  40% of the  revenues  derived  from  all  existing
licensing  agreements  held by SunnComm for the  technology  and requires  Quiet
Tiger to advance  $138,000 a month  against  future  royalties and an additional
$12,000 for services being provided by SunnComm. The first such payment was made
on March 31, 2004.  Once annual gross revenues of $3,600,000  are achieved,  the
Company will receive 50% of all revenues derived from licensing agreements.  The
Exclusive  Marketing  Agreement gives the Company the exclusive marketing rights
for SunnComm's  optical media  enhancement and control  technologies.  Under the
terms of the Exclusive Marketing Agreement,  the Company must pay for all of its
sales and marketing  costs and SunnComm must pay for all of its  development and
upgrade costs.  SunnComm also agreed to indemnify the Company  against  consumer
complaints and product related litigation.

During the year ended  December 31,  2004,  the Company paid $18,000 a month for
ten months to SunnComm for administrative and accounting services. The agreement
with SunnComm is on a month to month basis.


                                       30
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

a.   Exhibits.  The following exhibits required by Item 601 to be filed herewith
     are incorporated by reference to previously filed documents:

Exhibit No. Description and Method of Filing
---------- -------------------------------------

 3.1      Certificate of Change to the Authorized Shares of Fan Energy, Inc., as
          filed with the  Nevada  Secretary  of State June 28,  2002 as filed on
          Exhibit 3(I) 1 on Form 8-K dated June 28, 2002.

 3.2      Amended  Articles of  Incorporation  for change of name and  increased
          authorized  shares  incorporated by reference on Exhibit 1 on Form 8-K
          filed April 24, 2003.

10.1      Asset Purchase  Agreement with Project 1000, Inc. dated May 3, 2002 on
          Exhibit 10.1 (1)

10.2      Amendment # 1 to Asset  Purchase  Agreement  with Project  1000,  Inc.
          dated May 3, 2002 on Exhibit 10.2 (1)

10.3      Amendment  # 2  to Asset  Purchase  Agreement  with Project 1000, Inc.
          dated May 3, 2002 on Exhibit 10.3 (1)

10.4      Voting Agreement with Project 1000, Inc. dated May 3, 2002  on Exhibit
          10.4 (1)

10.5      Exclusive Marketing Agreement with SunnComm  incorporated by reference
          on Form 8-K filed March 12, 2004.

16.1      Letter on Change in Certifying Accountant incorporated by reference on
          Form 8-K filed March 12, 2004.

22.1      Shareholder Consent  of  disinterested shareholders  for  transactions
          with SunnComm  incorporated by reference on Form 14C filed February 5,
          2004.

22.2      Shareholder  Consent of  majority  shareholders  for  changing  of the
          Company's  name  incorporated  by reference on Form 14C filed March 2,
          2005.
(1) Incorporated by reference on Form 8-K dated May 7, 2002.

(b)  Reports filed on Form 8-K for the three months ended December 31, 2004.

The Company did not file any Form 8-K  releases  during the three  months  ended
December 31, 2004.

The Company  announced  entering  into a  definitive  agreement  with  DarkNoise
Technology on Form 8-K on March 18, 2005.


                                       31
<PAGE>


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

James C. Marshall C.P.A., P.C.,"Marshall", was the Company's independent auditor
for the year ended  December  31,  2002 and  reviewed  the  quarterly  financial
statements  for the first three  quarters  during 2003.  Marshall  performed the
services listed below and was paid the fees listed below.

AUDIT FEES

Semple & Cooper billed aggregate fees of approximately $15,000 for the review of
the financial  statements  included in the Company's  Quarterly  Reports on Form
10-QSB for each of the three quarters ended September 30, 2004 and approximately
$15,000  for the  audit  for year  ended  December  31,  2003 and  review of the
Company's  annual  report  filed on Form 10-KSB for the year ended  December 31,
2003.

TAX FEES

James C. Marshall,  P.C.  billed $600 for the preparation of its tax returns for
the  year  ended  December  31,2003.  Marshall  did  not  provide  any  services
pertaining to tax advice or strategies.

ALL OTHER FEES

Semple & Cooper charged  approximately  $11,000 for consulting  services  during
2004.


SIGNATURES

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

                                QUIET TIGER INC.


Date: March 21, 2005                         By /s/ William H. Whitmore, Jr.
     ---------------                      -------------------------------------
                                                    William H. Whitmore, Jr.
                                                    Chief Executive Officer


Date: March 21, 2005                         By /s/ Albert Golusin
      --------------                         ----------------------------------
                                                    Albert A. Golusin,
                                                    Principal Accounting Officer

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

Date: March 21, 2005                   By /s/ William H. Whitmore, Jr.
                                       -----------------------------------------
                                              William H. Whitmore, Jr.  Director

Date: March 21, 2005                    By /s/ Wade P. Carrigan
                                        ----------------------------------------
                                               Wade P. Carrigan  Director

Date: March 21, 2005                    By /s/ Albert Golusin
                                        ----------------------------------------
                                               Albert Golusin  Director

                                       32
<PAGE>

CERTIFICATION


1.   I have reviewed this annual report on Form 10-KSB of Quiet Tiger Inc.;

2.   Based on my knowledge, this 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
     report;

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

4.   The small business issuer's other certifying officers and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
     over  financial  reporting (as defined in Exchange Act Rules  13a-15(f) and
     15d-15(f)) for the small business issuer and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c.   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     d.   Disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent functions):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


 Date: March 21, 2005

 /s/ William H. Whitmore
----------------------------------
 William H. Whitmore
 Chief Executive Officer


                                       33
<PAGE>


CERTIFICATION

I,   Albert A. Golusin,  Chief Financial  Officer of Quiet Tiger Inc.,  formerly
     Fan Energy Inc., certify that:

1.   I have reviewed this annual report on Form 10-KSB of Quiet Tiger Inc.;

2.   Based on my knowledge, this 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
     report;

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

4.   The small business issuer's other certifying officers and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal  control
     over  financial  reporting (as defined in Exchange Act Rules  13a-15(f) and
     15d-15(f)) for the small business issuer and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c.   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure  controls and procedure,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     d.   Disclosed  in this  report  any change in the small  business  owner's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's  fourth fiscal  quarter in the case of an annual report) that
          is materially affected,  or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  on internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent function(s):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.



Date: March 21, 2005

/s/ ALBERT A. GOLUSIN
------------------------------
Albert A. Golusin
Chief Financial Officer


                                       34
<PAGE>

                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2004


In  connection  with the  Annual  Report  on Form  10-KSB of Quiet  Tiger  Inc.,
formerly known as Fan Energy Inc., for the year ended December 31, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
William H. Whitmore,  Jr., Chief executive officer and Albert A. Golusin,  chief
financial officer, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                    /s/William H. Whitmore, Jr.
                                   -----------------------------------
                              Name: William H. Whitmore, Jr.
                              Date: March 14, 2005


                                    /s/Albert A. Golusin
                                  ------------------------------------
                              Name: Albert A. Golusin
                              Date: March 14, 2005


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Corporation for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

                                       35
<PAGE>

FINANCIAL STATEMENT



                          INDEX TO FINANCIAL STATEMENTS

1. Financial Statements:
     Independent Auditor's Report .......................................... 37
     Balance Sheet  ........................................................ 38
     Statements of Operations  ............................................. 39
     Statement of Stockholders' ............................................ 40
     Statements of Cash Flows  ............................................. 41
     Notes to Financial Statements....................................... 42-61
2.  Schedules
     None

                                       36
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Quiet Tiger, Inc.

We have audited the  accompanying  consolidated  balance  sheets of Quiet Tiger,
Inc.  and  Subsidiary  as  of  December  31,  2004  and  2003  and  the  related
consolidated statements of operations, changes in stockholders' equity, and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Quiet Tiger, Inc.
and Subsidiary at December 31, 2004 and 2003, and the results of its operations,
changes in  stockholders'  equity and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company's significant operating losses
raise  substantial  doubt about its ability to continue as a going concern.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Semple & Cooper LLP
------------------------
Semple & Cooper LLP

Certified Public Accountants



Phoenix, Arizona
March 28, 2005

                                       37
<PAGE>

                                QUIET TIGER, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004

                                     ASSETS

CURRENT ASSETS:
   Cash                                                         $    840
   Advances to affiliate                                         263,981
                                                   ---------------------
Total current assets                                             264,821

OTHER ASSETS:
   Furniture and equipment, net                                    6,580
   Investments                                                   100,000
   Financing fee                                                 250,000
   Exclusive marketing agreement, net                          1,724,531
   Deposits                                                       11,129
                                                   ---------------------
Total assets                                                  $2,357,061
                                                   =====================


LIABILITIES
CURRENT
  Accounts payable                                             $ 179,383
  Accrued interest payable                                           167
                                                   ---------------------
Total current liabilities                                        179,550

LONG TERM
  Convertible note payable                                        50,000

                                                   ---------------------
Total liabilities                                                229,550
                                                   ---------------------


STOCKHOLDERS' EQUITY

 Preferred stock, $.001 par value,
   50,000,000 shares authorized, none issued
Common stock, $.001 par value, 350,000,000 shares                181,894
   authorized, 181,894,325 issued and outstanding
Additional paid-in capital                                    11,413,922
Additional paid-in capital stock options                         100,500
Accumulated (deficit)                                         (9,568,805)
                                                   ---------------------
Total stockholders' equity                                     2,127,511
                                                   ---------------------

Total liabilities and stockholders' equity                    $2,357,061
                                                   =====================

       See accompanying notes to these consolidated financial statements.

                                       38
<PAGE>


                                QUIET TIGER, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                 For the years ended
                                                      December 31,
                                             2004                   2003
                                    -----------------    -------------------
REVENUES
Licensing revenue                            $105,972                     $0
                                    -----------------    -------------------
Total Revenue                                 105,972                      0
                                    -----------------    -------------------


OPERATIING EXPENSES
Impairment on equipment                       100,000                900,000
Impairment on intellectual property                 0                674,629
General and administrative                  1,241,083                260,501
Interest expense                                  167                  4,751
Amortization and depreciation                 305,463                      0
                                    -----------------    -------------------
Total Operating Expenses                    1,646,713              1,839,881
                                    -----------------    -------------------

Net Loss                                  ($1,540,741)           ($1,839,881)
                                    =================    ===================


LOSS PER SHARE:
Basic and diluted loss per share               ($0.01)                ($0.03)
                                    =================    ===================


WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic and diluted                       156,366,147             54,363,139
                                    =================    ===================


       See accompanying notes to these consolidated financial statements.


                                       39
<PAGE>

                                QUIET TIGER, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the years ended December 31, 2004 and 2003
<TABLE>
<CAPTION>

                                                                    Paid-In         Stock        Accumulated
                                    Shares          Amount         Capital        Options        (Deficit)           Total
                              ----------------- ------------- ---------------- ------------- ----------------- ----------------
<S>                                <C>              <C>           <C>             <C>            <C>               <C>
Balance at December 31, 2002         44,961,109       $44,961       $7,312,923      $100,500       ($6,188,183)      $1,270,201
Shares issued in private
placement for cash                      265,957           265            4,735                                            5,000
Shares issued for services           10,150,000        10,150           91,350                                          101,500
Rounding for forward split               55,712            57             (57)                                                0
Net (Loss) for the year ended
Dec. 31, 2003                                                                                       (1,839,881)      (1,839,881)
                              ----------------- ------------- ---------------- ------------- ----------------- ----------------
Balance at December 31, 2003         55,432,778       $55,433       $7,408,951      $100,500       ($8,028,064)       ($463,180)
                              ================= ============= ================ ============= ================= ================


Balance at December 31, 2003         55,432,778       $55,433       $7,408,951      $100,500       ($8,028,064)       ($463,180)
Shares issued in private
placement for cash, net              20,740,476        20,740          779,260                                          800,000
of costs
Shares issued for debt               17,337,738        17,338          510,094                                          527,432
Shares issued for exclusive
marketing agreement                  64,000,000        64,000        1,856,000                                        1,920,000
Shares issued for services           24,383,333        24,383          859,617                                          884,000
and fees
Net (Loss) for the year ended
December 31, 2004                                                                                   (1,540,741)      (1,540,741)
                              ----------------- ------------- ---------------- ------------- ----------------- ----------------
Balance at December 31, 2004        181,894,325      $181,894      $11,413,922      $100,500       ($9,568,805)      $2,127,511
                              ================= ============= ================ ============= ================= ================
</TABLE>

       See accompanying notes to these consolidated financial statements.


                                       40
<PAGE>



                                QUIET TIGER, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                  For the years ended
                                                                                2004                2003
                                                                      ------------------ -------------------
<S>                                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                    ($1,540,741)        ($1,839,881)
   Adjustments to reconcile net
     cash used by operations:
       Amortization and depreciation expense                                     305,463                   0
       Impairment of equipment                                                   100,000             900,000
       Impairment of intellectual property                                             0             674,629
       Common stock issued for services                                          604,000             101,500
       Common stock issued for payables                                           11,681                   0
Changes in assets and liabilities:
       (Increase)/decrease  in  deposits                                            (479)            (10,650)
       Increase/(decrease) in accounts payable                                    46,222             (59,626)
       Increase/(decrease) in net due to/from affiliates                        (273,599)            203,286
       Increase/(decrease) in accrued interest                                       167               1,582
                                                                      ------------------ -------------------
Net cash (used) by operating activities                                         (747,286)            (29,160)
                                                                      ------------------ -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for equipment                                                           (7,714)                  0
Investment in DarkNoise Technologies                                             (70,000)                  0
Cash payment on assumed debt under exclusive marketing agreement                 (25,000)                  0
                                                                      ------------------ -------------------
Net cash (used) in investing activities                                         (102,714)                  0
                                                                      ------------------ -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock                                               800,000               5,000
Proceeds from sale of convertible debenture                                       50,000              25,000
                                                                      ------------------ -------------------
Net cash provided by financing activities                                        850,000              30,000
                                                                      ------------------ -------------------

Net Increase (decrease) in cash                                                        0                 840
Cash at beginning of period                                                          840                   0
                                                                      ------------------ -------------------
Cash at end of period                                                               $840                $840
                                                                      ================== ===================

Interest expense                                                                    $167              $4,751

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 64,000,000 common shares and assumption of                        $2,028,860                  $0
 $108,860 of debt for and exclusive  marketing agreement with
 SunnComm International Inc.

Payment of debenture and accrued interest for 886,073                            $26,582                  $0
 common shares

Payment of debt to affiliates for 16,305,653 common shares                      $489,169                  $0

Issuance of 1,000,000 shares for consulting fees pertaining                      $30,000                  $0
 to acquisitions.

Issuance of 3,333,333 common shares for commitment fee                          $250,000                  $0
</TABLE>

       See accompanying notes to these consolidated financial statements.


                                       41
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS

Quiet Tiger,  Inc. (the "Company") was originally formed as an Idaho corporation
in the early 1900s as a mining exploration company and was not successful in the
exploration  of mining  properties.  In 1988 the  predecessor  was merged into a
newly-formed  Nevada  Corporation  named Eastern Star,  Inc. and it was inactive
thereafter,  with no assets or  liabilities  through  the end of 1996.  In early
1997,  the  Company  was  reactivated  when  the  holder  of a  majority  of the
outstanding common stock transferred  control of the inactive  corporation.  The
name of the corporation was changed to Fan Energy Inc. during and the transferee
elected new  directors and officers and caused the Company to effect a 10-into-1
reverse  stock  split.  Effective  with the change in control  and  reactivation
during 1997, the  stockholders of the Company  approved a plan of informal quasi
reorganization.  Pursuant  to the plan,  the  Company's  accumulated  deficit of
$504,648,  as of the date of  reorganization,  was  eliminated  and  charged  to
additional  paid-in  capital as defined by  Statement  of  Financial  Accounting
Standards (SFAS) No. 7 and was considered a development  stage company effective
January 1, 1997.

During  the year 2000 Fan  Energy  Inc.  became an  independent  energy  company
engaged in the  development,  exploration and acquisition of oil and natural gas
reserves in the western United States.  On December 1, 2001 the Company sold all
of its  assets  related  to the  oil  and  natural  gas  industry  to an  entity
controlled by a director of the Company. The disinterested  members of the Board
of  Directors  of  the  Company,  following  an  independent  evaluation  of the
properties, approved the transaction unanimously.

On December 24, 2001, the Company  effected  another  reverse stock split of one
new common share for each fifteen pre-consolidated shares. On June 28, 2002, the
Company effected a forward stock split of 9.3563 shares for 1 share.

On January 8, 2001,  the Company  acquired  plant,  equipment  and other assets,
including  specialized  manufacturing  equipment,  manufacturing  set-ups,  real
estate  lease,  fixtures  and  related  equipment  and  other  property  with an
estimated fair value of at least $3.8 million from four independent  sellers. In
consideration  for the acquisition of the assets,  the Company issued 12,007,252
shares of its restricted  common stock to the sellers.  The equipment  valuation
was determined by a discounted cash flow of projected  operating  income using a
maximum  cost of  funds  of 20% per  annum.  This was  further  supported  by an
independent   expert's  valuation  opinion  of  the  replacement  value  of  the
equipment.  In determining the amount of Company's consideration for the assets,
the parties  estimated  the present  fair market  value of all such assets to be
equivalent to approximately $.32 per share issued.  Also on January 8, 2001, the
Company sold 2,027,198  shares of restricted  common stock to one of the sellers
for  $650,000,  of which  $600,000  was paid by the a secured  note.  The assets
acquired by the Company constituted plant, equipment and other physical property
intended to be used in the  manufacture of 3.5-inch micro floppy disks.  None of
the assets were previously used in such a business by the sellers.

On May 3, 2002, the Company acquired from Project 1000 Inc. "P1", a wholly owned
subsidiary  of  SunnComm   Technologies,   Inc.,   "Digital   Content   Cloaking
Technology(TM)",  known as MediaCloQ or MediaMaker ("P1 Technology"), which is a
set of  methodologies  that are  designed  to work  together  to thwart  illegal
copying  or  ripping  of  optical  media  that  complies  to IEC  90608  Redbook
standards.  Each of the methodologies used is meant to work toward defeating the
various software products currently  available on the market today that are used
for the purpose of making illegal  copies of CDs or of individual  audio tracks.
The Assets  include,  but are not limited to, P1`s  proprietary  property  which


                                       42
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS - continued

includes all English and foreign  language,  all commercial and  non-commercial,
and all present and future versions thereof, and all required and/or relevant P1
Documentation,   Intellectual  Property  Rights  and  other  proprietary  rights
therein,  and  Derivatives  thereof  that are  required  and/or  relevant to the
development  of current  and future  versions.  The  Company  issued  23,837,710
restricted  common shares to P1 for the P1  Technology  resulting in a change of
control of the  registrant.  The P1 Technology was recorded by the registrant at
P1's cost.

At December 31, 2003, the Company  impaired all of its MediaCloQ  technology for
$674,629 because it determined that it could not be sold due to its inability to
work on all DVD players.  It also impaired its floppy disk burnishing  equipment
$900,000; thus reducing its value to $100,000.

On March 18, 2005, the Company reached a definitive  agreement with DarkNoise to
transfer only intellectual  property and select equipment including  inventions,
pending patents, research and development and property relating to current joint
development initiatives.  Quiet Tiger plans to further develop the technology in
order to ensure  effectiveness  and  compatibility  with  MediaMax.  The company
intends  to share the  research  and  development  to date and the  intellectual
property  with  SunnComm  and one of its  strategic  technology  partners in the
academic community, which specializes in audio processing and music engineering.

Once developed and integrated,  the Agreement  requires the Company to undertake
sales and marketing of the product.  DarkNoise will receive a 25% royalty on the
incremental  net revenues  generated by the inclusion of the technology with the
product or products being marketed by the Company at that time.

On March 4, 2004 the written consent, of a majority of disinterested outstanding
common shares of record at February 4, 2004 of Quiet Tiger,  became effective to
approve the  issuance  of  10,152,704  restricted  common  shares  valued by the
Company  at $.03 per  share to  SunnComm  Technologies,  Inc.,  "SunnComm",  for
$304,581 of debt  incurred  for cash  advances and  administrative  and overhead
expenses  charged to the  Company  and to approve  the  issuance  of  64,000,000
restricted  common  shares  valued by the  Company at $.03 per share for a total
consideration  of  $1,920,000  to  SunnComm  and the  assumption  of a  $110,000
outstanding debt due to a consultant for an Exclusive  Marketing  Agreement with
its  commercial  copy  protection  technology on CD's and all of its  continuing
upgrades.  The Agreement  provides the Company with 50% of the revenues  derived
from all existing  licensing  agreements held by SunnComm for the technology and
requires Quiet Tiger to advance $138,000 a month against future royalties and an
additional  $12,000 for  services  being  provided by  SunnComm.  The first such
payment shall be made on March 31, 2004. The Exclusive Marketing Agreement gives
the  Company  the  exclusive  marketing  rights  for  SunnComm's  optical  media
enhancement and control technologies. Under the terms of the Exclusive Marketing
Agreement,  the Company  must pay for all of its sales and  marketing  costs and
SunnComm must pay for all of its  development  and upgrade costs.  SunnComm also
agreed to indemnify the Company against consumer  complaints and product related
litigation.

On December 31, 2004, the Company impaired the remaining  $100,000 of its floppy
disk burnishing equipment; thus eliminating any value it may have.

On March 18, 2005, the Company reached a definitive  agreement with DarkNoise to
transfer only intellectual  property and select equipment including  inventions,
pending patents, research and development and property relating to current joint
development initiatives.  Quiet Tiger plans to further develop the technology in
order to ensure  effectiveness  and  compatibility  with  MediaMax.  The company


                                       43
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS - continued

intends  to share the  research  and  development  to date and the  intellectual
property  with  SunnComm  and one of its  strategic  technology  partners in the
academic community, which specializes in audio processing and music engineering.

Once developed and integrated,  the Agreement  requires the Company to undertake
sales and marketing of the product.  DarkNoise will receive a 25% royalty on the
incremental  net revenues  generated by the inclusion of the technology with the
product or products being marketed by the Company at that time.

GOING CONCERN AND OPERATIONS

The  accompanying  consolidated  financial  statements have been prepared on the
basis of accounting principles applicable to a going concern, which contemplates
the realization of assets and extinguishment of liabilities in the normal course
of business.

At December 31, 2003, the Company  impaired all of its MediaCloQ  technology for
$674,629 because it determined that it could not be sold due to its inability to
work on all DVD players.

At December 31,  2004,  the Company  impaired all of its floppy disk  burnishing
equipment because it determined that it was not economically feasible to put the
equipment into  production.  Any cash proceeds  received from the sale of any of
its components will be used for the operations of the Company.

During 2004, the Company lost $1,540,741  from its  operations.  At December 31,
2004 the Company had working capital of $85,271 which is not sufficient  working
capital to fund its planned operations during the next twelve months.

Additional  funding will be required to effectively  market MediaMax and finance
general and administrative expenses. These circumstances raise substantial doubt
about the Company's ability to continue as a going concern. In order to meet the
Company's continuing financing needs, management of the Company intends to raise
working  capital through the sale of its common stock or other  securities,  and
ultimately achieving profitable operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RESTATEMENT OF SHARE AMOUNTS

On May 19, 1997, the Company effected a ten-into-one reverse stock split.

On December 24, 2001,  the Company  effected a  fifteen-into-one  reverse  stock
split.

On June 28, 2002,  the Company  effected a forward  stock split of 9.3563 shares
for 1 share.

All of the  common  authorized  and issued  shares  were  affected  by the Share
consolidations of May 19, 1997 and December 24, 2001 and the forward stock split
of June 28,  2002.  All share  amounts in this  entire  report  are stated  post
reverse of May 19, 1997 and December  24, 2001 and post  forward  stock split of
June 28, 2002 unless otherwise indicated.

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its subsidiary. All intercompany accounts and transactions were eliminated.

                                       44
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS - continued

INTELLECTUAL PROPERTY

The Company  periodically  evaluates the recoverability of intangible assets and
takes into account events or  circumstances  that warrant  revised  estimates of
useful  lives  or  that  indicate  that  an  impairment  exists.  The  Company's
intangible assets will be subject to amortization when put into productive use.

NON-MONETARY TRANSACTIONS

The accounting for non-monetary assets is based on the fair values of the assets
involved.  All non-monetary  transactions  with  unaffiliated  third parties are
valued at arms length.  All non-monetary  transactions  with related parties are
valued at the predecessors depreciable cost basis for the asset received.

Cost of a non-monetary asset acquired in exchange for another non-monetary asset
is  recorded at the fair value of the asset  surrendered  to obtain it. The fair
value of the asset  received is used to measure  the cost if it is more  clearly
evident than the fair value of asset surrendered.

LONG-LIVED ASSETS

On January 1, 2002,  the Company has adopted  SFAS No. 144  "Accounting  for the
Impairment or Disposal of  Long-Lived  Assets"  which  requires that  long-lived
assets to be held and used be reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.

The Company evaluates its long-lived  assets for impairment  whenever changes in
circumstances  indicate  that  the  carrying  amount  of the  asset  may  not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to future  undiscounted cash flows
expected to be generated by the asset.  If assets are considered to be impaired,
the  impairment to be recognized is measured by the amount by which the carrying
amounts  exceed the fair  values of the  assets.  Assets to be  disposed  of are
reported at the lower of carrying values or fair values, less costs of disposal.

The Exclusive Marketing Agreement with SunnComm  International Inc. is amortized
over its expected life which the company has estimated to be five years.

EQUIPMENT

Equipment  and  Intellectual   property  were  originally  stated  at  cost  and
subsequently  impaired to reflect their  estimated  fair value.  The floppy disk
equipment is held for sale and has been entirely  impaired.  A modified units of
production  method,  that was based  upon  units  produced  subject to a certain
minimum  level,  was used to  depreciate  substantially  all disk  manufacturing
equipment.  The  straight  line  method  is used  for all  other  furniture  and
equipment with estimated depreciable lives ranging from 3 to 5 years.

INCOME TAXES

The Company has adopted the provisions of SFAS No. 109,  "Accounting  for Income
Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets for
the expected  future tax  consequences  of events that have been included in the
consolidated  financial statements or tax returns.  Under this method,  deferred
tax  liabilities and assets are determined  based on the difference  between the
financial  statement and tax basis of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

                                       45
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS - continued

USE OF ESTIMATES

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

REVENUE RECOGNITION


Licensing  revenue  is  recognized  as it is earned  in  accordance  with  Staff
Accounting  Bulletin ("SAB") No. 104 when reasonable  assurance exists regarding
measurement and collectibility. The Company's sole source of revenue during 2004
was through an Exclusive Marketing Agreement that was executed during March 2004
through which the Company receives a percentage of all royalties  generated from
its  sales of  SunnComm  International  Inc.'s  copyright  protection  software.
Royalties are earned on a per-unit basis when these CDs are manufactured.



(LOSS) PER COMMON SHARE

(Loss) per common  share is computed  based on the  weighted  average  number of
common shares  outstanding  during each period.  Convertible  equity instruments
such as stock warrants and options are not considered in the  calculation of net
loss per share, as their inclusion would be antidilutive.


SHARE BASED COMPENSATION

SFAS No. 123" Accounting for Stock-Based  Compensation" defines fair value based
methods of accounting for an employee stock option or similar equity instrument.
This  statement  gives  entities a choice of  recognizing  related  compensation
expense  by  adopting  the new fair  value  method  or to  continue  to  measure
compensation  using the intrinsic  value  approach under  Accounting  Principles
Board  (APB)  Opinion  No. 25. The Company has elected to utilize APB No. 25 for
measurement;  and will, pursuant to SFAS No. 123, disclose the pro forma effects
on net income and earnings per share of using the new measurement criteria.


The Company accounts for equity instruments issued to non-employees based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instruments issued, whichever is more reliably measurable.


The Company did not issue any stock options or warrants during 2003 but issued a
debenture convertible into common stock.

During the second quarter of 2004 the Company issued options to purchase  83,333
common shares at $.20 per share and options to purchase  62,375 common shares at
$.56 were cancelled. During the third quarter of 2004 the Company issued options
to  purchase  83,333  common  shares at $.20 per  share.  Also  during the third
quarter, the Company issued warrants to purchase 900,000 common shares at strike
prices from $.25 to $5.00 per share with expiration  dates ranging from June 30,
2006 to September 30, 2006. During the fourth quarter the Company issued options
to  purchase  83,333  common  shares at $.20 per share.  Also  during the fourth
quarter the Company issued a debenture convertible into stock.

                                       46
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS - continued

Common stock equivalents outstanding at December 31 were as follows:

                                                      At December 31,
                                             2004                   2003
                                   ---------------------- ----------------------
                                    # of    Avg. Exercise  # of    Avg. Exercise
                                    common    price per    common     price per
                                    shares      share      shares       share

Outstanding stock options
 convertible into common stock

Options Outstanding (1)              293,662         $.25   106,038       $.56

Warrants convertible into
 common stock

Warrants Outstanding (2)             900,000         $.92      none       none
Debenture payable convertible
 into common stock

Debenture issued Feb. 12, 2003 (3)      none         none   886,073       $.03

Debenture issued Dec. 15, 2004 (4) 2,006,667        $.025      none       none

     (1)  All options are exercisable and expire on October 30, 2007.
     (2)  A total  500,000  warrants are  exercisable  at $.25 expiring June 30,
          2006 400,000  warrants are  exercisable  at strike prices ranging from
          $.25 to $5.00 all of which expire on September 30, 2006.
     (3)  On February 12, 2003 the Company  issued a debenture for $25,000 which
          accrued  interest  at 10% per annum and  matured in a balloon  payment
          with interest on February 11, 2004. On February 2, 2004, the principal
          amount of $25,000 and accrued  interest of $1,582 was  converted  into
          886,073  shares at a deemed  value of $.03 per share.
     (4)  On December 15, 2004 the Company  issued a debenture for $50,000 which
          accrued interest at 8% per annum and matured in a balloon payment with
          interest on December 15, 2006. At December 31, 2004,  the principal of
          $50,000 and accrued  interest of $167 were  convertible into 2,006,667
          common shares at a conversion rate of $.025 per share.


The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting  for Stock Issued to Employees"  (APB 25"),  in  accounting  for its
employee and director stock options.  Under APB 25, if the exercise price of the
employee's or director's stock options equals or exceeds the market price of the
underlying  stock on the date of grant, no  compensation  expense is recognized.
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  123"),   requires  companies  that  elect  to  apply  the
provisions  of APB  25 to  provide  pro  forma  disclosure  for  employee  stock
compensation  awards as if the  fair-value-based  method defined in SFAS 123 had
been applied.

The following table illustrates the effect on net loss per share of common stock
if the Company has applied  the fair value  recognition  provisions  of SFAS 123
instead of APB 25's intrinsic value method to account for  stock-based  employee
compensation:

                                       47
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS - continued

                                                2004           2003
                                          -------------  ------------

Net loss, as reported                       $(1,540,741)  $(1,839,881)

Pro forma stock-based employee and
   Director compensation expense, under
   the fair value method                           (641)            -
                                          -------------  ------------

Pro forma net loss                         $ (1,541,382)  $(1,839,881)
                                          =============  ============

Basic loss per common share, as reported    $(0.01)            $(0.03)
                                          =============  ============

Pro Forma loss per common share             $(0.01)            $(0.03)
                                          =============  ============

The fair value for these  options was  estimated at the date of each grant using
the Black-Scholes  option valuation model,  with the following  weighted average
assumption  for 2004  (there  were no  option  grants  during  2003):  risk free
interest  rates  of  2.89% to 3.25%  in  2004;  a  dividend  yield of 0%;  and a
volatility factor of .860 to 1.409 in 2004. In addition, the fair value of these
options was estimated based on an expected life of three years.


NEW TECHNICAL PRONOUNCEMENTS

In April  2003,  the FASB  issued  SFAS  149,  "Amendment  of  Statement  133 on
Derivative  Instruments and Hedging  Activities."  SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives)   and  for  hedging   activities.   The  accounting  and  reporting
requirements will be effective for contracts entered into or modified after June
30,  2003  and  for  hedging  relationships  designated  after  June  30,  2003.
Currently,  we do not  have any  derivative  instruments  and do not  anticipate
entering into any derivative contracts.  Accordingly,  adoption of SFAS 149 does
not have a significant impact on our financial statements.

In May  2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity."  SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability  (or an asset in some  circumstances).  SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15,  2003.  Adoption  of SFAS  150 does not  have a  significant  impact  on our
financial statements.

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 153 ("SFAS 153"),  "Exchanges of
Nonmonetary Assets." SFAS 153 amends the guidance in APB No. 29, "Accounting for
Nonmonetary  Assets."  APB No.29 was based on the  principle  that  exchanges of
nonmonetary assets should be measured on the fair value of the assets exchanged.
SFAS 153 amends APB No. 29 to eliminate the exception for nonmonetary  exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for


                                       48
<PAGE>


NOTE 1 - ORGANIZATION AND BUSINESS - continued

exchanges of  nonmonetary  assets that do not have  commercial  substance if the
future cash flows of the entity are expected to change significantly as a result
of the  exchange.  SFAS 151 is effective  for  financial  statements  issued for
fiscal  years  beginning  after June 15,  2005.  The adoption of SFAS 153 is not
expected  to have a  material  effect on the  Company's  financial  position  or
results of operations.

On December 16, 2004, the Financial  Accounting  Standards Board ("FASB") issued
SFAS 123( R), which is a revision of SFAS 123.  SFAS 123( R)  supersedes  APB 25
and amends Statement of Accounting  Standards No. 95, "Statement of Cash Flows".
Generally,  the approach in SFAS 123( R) is similar to the approach described in
SFAS  123.  However,  SFAS123(  R) will  require  all  share-based  payments  to
employees,  including grants of employee stock options,  to be recognized in the
Company's  Statement  of  Operations  based  on their  fair  values.  Pro  forma
disclosures will no longer be an alternative.

SFAS  123(R)  must be  adopted  no later  than July 1, 2005 and  permits  public
companies to adopt its requirements using one of two methods:

     (1)  A  "modified  prospective"  method,  in  which  compensation  cost  is
          recognized beginning with the effective date based on the requirements
          of SFAS 123(R) for all share-based payments granted after the adoption
          date and  based on the  requirements  of SFAS  123(R)  for all  awards
          granted to employees  prior to the effective  date of SFAS 123(R) that
          remain unvested on the adoption date.
     (2)  A "modified  retrospective"  method which includes the requirements of
          the modified  prospective  method  described  above,  but also permits
          entities  to  restate  either  all prior  periods  presented  or prior
          interim  periods  of  the  year  of  adoption  based  on  the  amounts
          previously  recognized  under  SFAS  123  for  purposes  of pro  forma
          disclosures.

The Company  plans to adopt the  provisions of SFAS 123(R) on July 1, 2005 using
the modified prospective method.

As  permitted by SFAS 123 and noted above,  the Company  currently  accounts for
share-based payments to employees using the intrinsic value method prescribed by
APB 25 and related  interpretations.  As such,  the Company  generally  does not
recognize compensation expenses associated with employee stock options.

NOTE 2 - ASSET IMPAIRMENT CHARGES

In accordance  with SFAS No. 144,  "Accounting  for the Impairment of Long-Lived
Assets"  the  Company  impaired  all of its disk  manufacturing  segment  with a
$100,000  impairment  at  December  31,  2004.  The  charge had no impact on the
Company's cash flow or its ability to generate cash flow in the future.

At December 31, 2003, the Company  impaired all of its MediaCloQ  technology for
$674,629 because it determined that it could not be sold due to its inability to
work on all DVD players.  It also impaired its floppy disk burnishing  equipment
by  $900,000;  thus  reducing its value to $100,000  that it  estimated  was the
market value of the equipment.

On December 31, 2004, the Company completely impaired its floppy disk burnishing
equipment after having impaired its value $900,000 at December 31, 2003.


                                       49
<PAGE>

NOTE 3 - FURNITURE & EQUIPMENT

During the  fourth  quarter of 2004,  the  Company  decided to impair all of its
floppy  disk  manufacturing  equipment.  As a  result  of the  lack of  economic
feasibility,  the  Company  determined  that the asset  value was  impaired  and
decreased  the  carrying  value  to  reflect  the net  realizable  value  of the
equipment at December 31, 2003 as follows:

Description                   Cost            Impairment        Net Realizable
                                                                    Value
3.5" Disk Manufacturing
  Equipment                 $ 3,915,721        $3,912,211            $ 3,510
  Computers                      81,636            81,636                  0
                        ---------------     -------------      -------------
                              3,997,357         3,993,847              3,510
Less: accumulated
  depreciation                    3,510                 0              3,510
                        ---------------     -------------      -------------
                             $3,993,847        $3,993,847           $      0
                        ===============     =============      =============

There was no  depreciation  on the floppy disk  equipment  for the period  ended
December 31, 2004 and 2003.

Furniture and computer  equipment was purchased  during 2004 totaling  $7,574 is
being depreciated  straight line over 3 to 5 years.  Depreciation expense on the
furniture and computer equipment during 2004 was $1,770.

NOTE 4 - INVESTMENTS

On  January  28,  2004  the  Company  entered  into  a  binding   Memorandum  of
Understanding,  "MOU",  with DarkNoise  Technologies  Limited,  a United Kingdom
company, "DarkNoise".

The Company  advanced  $50,000 in cash to DarkNoise  during the first quarter of
2004 and an additional $20,000 during the second quarter of 2004 under the terms
of the MOU.  Also  during  the  first  quarter  the  Company  paid a  consultant
1,000,000  restricted  common  shares  at a deemed  value  of $.03 per  share to
evaluate the transaction.

On March 18, 2005, as consideration for the $70,000 of cash paid by the Company,
DarkNoise transferred to the Company intellectual property including inventions,
pending patents, research and development and property relating to current joint
development initiatives


NOTE 5 - COMMITMENT FEE

On September 23, 2004, the Company  issued  3,333,333  restricted  common shares
valued at $250,000 to the Double U Master Fund,  L.P. as a commitment  fee for a
Private  Equity Credit  Agreement  which would enable the Company to raise up to
$5,000,000  through the sale of its common  stock.  The  commitment  fee will be
amortized  over the two year life of the  Agreement  which  will  begin upon its
registration  with the Securities and Exchange  Commission.  The Company has not
set a date for the registration of the Agreement.

The Company plans to incur expenditures for integrating the DarkNoise technology
with MediaMax and work closely with SunnComm to integrate the two  technologies.
An estimated budget for the project has not yet been determined.  Once developed
and  integrated,  the  Agreement  requires  the Company to  undertake  sales and


                                       50
<PAGE>

NOTE 5 - COMMITMENT FEE - continued

marketing  of  the  product.  DarkNoise  will  receive  a  25%  royalty  on  the
incremental  net revenues  generated by the inclusion of the technology with the
product or products being marketed by the Company at that time.


NOTE 6 - CONVERTIBLE NOTE PAYABLE

On December 14, 2004, the Company issued a note for $50,000 accruing interest at
an  annual  rate of 8% due and  payable  in full  with one  balloon  payment  on
December 14, 2006. All principal and interest are convertible  into common stock
at $.025 per share at any time by the  holder.  The  Company  may not prepay the
note without the consent of the holder.  At December  31, 2004 accrued  interest
payable on the note was $167. All principal and accrued interest was convertible
into 2,006,667 common shares at December 31, 2004.

NOTE 7 - INCOME TAXES

The Company  does not provide any current or deferred  income tax  provision  or
benefit for any period  presented  because it has experienced  operating  losses
since inception.  The Company has provided a full valuation allowance because of
the   uncertainty   regarding  the   utilization   of  the  net  operating  loss
carryforwards.

At December  31, 2004,  the Company had net  operating  losses of  approximately
$4,859,000.  Realized net operating loss  carryforwards  expire between 2017 and
2024 unless utilized by the Company.

Income tax expense  does not differ from  amounts  computed by applying the U.S.
Federal income tax rate of 34% except for the valuation allowance.

Future  realization  of the net  realized  deferred  tax assets is  dependent on
generating sufficient taxable income prior to their expiration.  Tax effects are
based on a 34% Federal income tax rate. The realized net operating losses expire
over the next twenty years, as follows:

Expiration                                   Amount

   2017                                      $   199,000
   2018                                      $   199,000
   2019                                      $   136,000
   2020                                      $    68,000
   2021                                      $ 2,125,000
   2022                                      $   427,000
   2023                                      $   265,000
   2024                                      $ 1,440,000
                                             -----------
Total net operating loss available           $ 4,859,000
                                             ===========

In  addition,  the  Company has  write-downs  of  operating  assets that are not
realized  for income tax  purposes  until final  disposition  of the assets.  At
December 31, 2004, there are  approximately  $4,708,000 of unrealized tax losses
that will be recognized for income tax purposes upon final disposition in future
periods.  Upon recognition for tax purposes,  these losses will increase the net
operating loss available and be available to offset future taxable income for 20
years from the date or tax basis recognition.

                                       51
<PAGE>

NOTE 8 - COMMITMENTS AND CONTINGENCIES


Operating Lease


The Company leases office space pursuant to a non-cancelable operating lease
agreement. Future minimum lease payments pursuant to the lease as of December
31, 2004 were as follows:

2005        42,304

2006         7,100
          --------
           $49,404
          ========

     Rent expense was $40,525 for the year ended December 31, 2004.


Exclusive Marketing Agreement

On March 4, 2004 the Company entered into an Exclusive  Marketing Agreement with
SunnComm to market its commercial copy protection  technology on CD's and all of
its continuing upgrades. The exclusivity lasts as long as the Company is current
in its payments and will  continue in  perpetuity.  The  Agreement  provides the
Company with 50% of the revenues derived from all existing licensing  agreements
held by SunnComm for the technology and requires the Company to advance $138,000
a month against  future  royalties and an additional  $12,000 for services being
provided by SunnComm.  The first payment of $150,000 was made on March 30, 2004.
The Exclusive  Marketing  Agreement  gives the Company the  exclusive  marketing
rights for SunnComm's optical media enhancement and control technologies.  Under
the terms of the Exclusive Marketing Agreement,  the Company must pay for all of
its sales and marketing  costs and SunnComm must pay for all of its  development
and upgrade costs.

DarkNoise Development and Royalty Agreements

On March 18, 2005, the Company reached a definitive  agreement with DarkNoise to
transfer only intellectual  property and select equipment including  inventions,
pending patents, research and development and property relating to current joint
development  initiatives as consideration for the $70,000  previously  advanced.
Quiet  Tiger  plans to  further  develop  the  technology  in  order  to  ensure
effectiveness and compatibility with MediaMax.  The company intends to share the
research and development to date and the intellectual property with SunnComm and
one of its  strategic  technology  partners  in the  academic  community,  which
specializes in audio  processing and music  engineering.  It is anticipated that
this methodology could yield substantial incremental levels of protection within
the current MediaMax technology.

Once developed and integrated,  the Agreement  requires the Company to undertake
sales and marketing of the product.  DarkNoise will receive a 25% royalty on the
incremental  net revenues  generated by the inclusion of the technology with the
product or products being marketed by the Company at that time.

                                       52
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY

COMMON STOCK

In 1997, the Company completed the sale of common stock and warrants pursuant to
a private placement as follows:

o    1,599,036  units,  at a price of $.31 per  unit,  consisting  of  1,599,036
     shares of common stock and warrants to purchase  1,599,036 shares of common
     stock at an exercise price of $.31 per share before June 2, 1998.  Proceeds
     to the Company were $500,000, before costs of the offering of $430.

o    1,279,223  units,  at a price of $.78 per  unit,  consisting  of  1,279,223
     shares of common stock and warrants to purchase  1,279,223 shares of common
     stock at an  exercise  price of $.94 per  share  before  October  31,  1998
     (extended  to  October  31,  2000 at a reduced  exercise  price of $.23 per
     share).  Proceeds  to the  Company  were  $1,000,000  before  costs  of the
     offering of $52,439.

Also,  in  1997  the  Company   issued  shares  of  common  stock  for  non-cash
consideration, as follows:

o    159,906  shares for  services,  of which 95,944  shares are to officers and
     directors, valued at $50,000 ($.31 per share).

o    1,439,129  shares to an  officer/director  as partial  compensation for the
     acquisition of oil and gas prospects, valued at $300,000 ($.21 per share).


In 1998 the Company issued shares of common stock, as follows:

o    137,514  shares for services to officers and  directors,  valued at $43,000
     ($.31 per share which  amount was reduced  from $.91 per share by the Board
     of Directors).

o    1,320,804  shares for $413,000 cash ($.31 per share) for exercise of common
     stock warrants.

In 1999 the  Company  issued  127,795  shares of common  stock to  officers  and
directors,  for conversion of $44,953 in accounts payable ($.35 per share);  and
an officer/director  forgave the repayment of $22,000 in accounts payable due to
an entity  controlled by him; and two  directors/officers  returned an aggregate
511,698 shares of common stock to the Company for no consideration.

In 2000, the Company completed the sale of common stock and warrants pursuant to
a Prospectus as follows:

1,786,741 units, at a price of $.167 per unit, consisting of 1,786,741 shares of
common  stock and  warrants to purchase  1,786,741  shares of common stock at an
exercise price of $.167 per share before June 20, 2003.  Proceeds to the Company
were $ 300,000, before costs of the offering of $ 12,456.

On January 8, 2001 the Company issued 12,007,252 restricted shares of its common
stock  to  four  persons  for  plant,  equipment  and  other  assets,  including
specialized manufacturing equipment,  manufacturing set ups, real estate leases,
fixtures and related  equipment and other property with an estimated fair market
value of $3.85 million. Also on that date the Company issued 2,027,198 shares of
restricted  common stock to one of the persons for $650,000,  of which  $600,000
was paid by the purchaser's  secured  promissory note, due March 31, 2003. Three
of the purchasers became directors of the Company.

                                       53
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY - continued

The purchasers  represented that they had complete information about the Company
and  its  business  and  properties  and  agreed  to  take  the  securities  for
investment.  Certificates  representing the shares bear restrictive  legends and
stop  transfer  instructions  have been  placed  with the  transfer  agent.  The
issuance of the stock was exempt from  registration  under  Section  4(2) of the
Securities Act.

On May 31, 2001 the Company issued 182,447 restricted shares to its officers and
directors for services  provided during the year 2000. The issuance of the stock
was exempt from registration under Section 4(2) of the Securities Act.

On December 1, 2001 the Company  received  236,331 of its own restricted  common
shares at a deemed  value of $75,777  from a director as part of the sale of all
of its oil and gas interests to the same director.

On May 3, 2002 the Company  issued  23,837,710  restricted  shares of its common
stock to Project 1000, Inc., a wholly owned subsidiary of SunnComm  Technologies
Inc., for all the rights and the  intellectual  property  pertaining to "Digital
Content Cloaking Technology(TM)", known as MediaCloQ.

On  June  15,  2002  the  Company  received  156,297  and  1,871,260  of its own
restricted common shares for interest receivable of $50,114 and the cancellation
of a $600,000 note, respectively, from an affiliate.

Also on June 15, 2002 the Company issued 1,398,346 of its own restricted  common
shares at a deemed value of $236,141 for unpaid  expenses and services  rendered
through June 15, 2002.

On January  1, 2003 the  Company  agreed to issue an  additional  55,712  common
shares to a brokerage firm requiring more shares for shareholders of the Company
as a result of the forward split from the previous year.

On January 14, 2003 the Company issued 265,957  restricted  common shares to two
accredited  investors  for $5,000 in cash.  The shares were issued under Section
4(2) of the 1933 Securities Act.

On January 14, 2003 the Company  issued  150,000  restricted  common shares to a
consultant that prepared a business plan valued at $1,500 for the Company during
2002. The shares were issued under Section 4(2) of the 1933 Securities Act.

On January 24,  2003 the Company  issued  5,000,000  unrestricted  shares and on
February 19, 2003 an additional 5,000,000 unrestricted shares under its S-8 plan
to an individual at a deemed value of $100,000 for assisting in structuring  the
Company,  performing  due diligence and  negotiating  agreements  with potential
acquisition candidates.

On January 30, 2004, the board of directors  approved the issuance of 11,000,000
restricted  common  shares to its directors and officers for 2004 services to be
rendered at the market price of the shares at the time of their  issuance  which
was $.03 per  share.  The  shares  issued  were  held by the  Company  until the
completion  of service  each  quarter.  All  11,000,000  shares  were earned and
released to the  directors  and  officers  during  2004.  A total of  10,000,000
restricted  common  shares were also issued to a consultant at a deemed value of
$.03 per  share for  consulting  services  pertaining  to the  transaction  with
DarkNoise Technologies, the sales commission agreement and general marketability
issues  to sell the  floppy  disk  burnishing  equipment,  the  abandonment  and
marketability of MediaCloQ(TM)  and general corporate  matters.  The issuance of
the stock was exempt from registration under Section 4(2) of the Securities Act.
No underwriter was involved in the offer of sale of the shares.

                                       54
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY (continued)

On February 2, 2004, the Company issued  4,883,333  restricted  common shares to
directors  and officers  for services  rendered and accrued for during 2003 at a
deemed  value  of  $146,500  and   1,169,616   restricted   common   shares  for
reimbursement of cash advances of $35,088.  A total of 986,072 restricted common
shares were issued to a non-affiliate for payment of $29,582 of accrued interest
expense and cash advances made to the Company  during 2003 and prior years.  The
issuance of the stock was exempt from  registration  under  Section  4(2) of the
Securities Act. No underwriter was involved in the offer of sale of the shares.

Also on February 2, 2004, the Company entered into subscription  agreements with
two accredited investors resulting in the Company issuing 13,333,333  restricted
common  shares for $425,000 in cash by June 30, 2004.  The issuance of the stock
was exempt  from  registration  under  Section  4(2) of the  Securities  Act. No
underwriter was involved in the offer of sale of the shares.

On March 4, 2004 the written consent, of a majority of disinterested outstanding
common shares of record at February 4, 2004 of Quiet Tiger,  became effective to
approve the  issuance  of  10,152,704  restricted  common  shares  valued by the
Company  at $.03 per  share to  SunnComm  Technologies,  Inc.,  "SunnComm",  for
$304,581 of debt  incurred  for cash  advances and  administrative  and overhead
expenses  charged to the  Company  and to approve  the  issuance  of  64,000,000
restricted  common  shares  valued by the  Company at $.03 per share for a total
consideration  of  $1,920,000  to  SunnComm  and the  assumption  of a  $108,860
outstanding debt due to a consultant for an Exclusive  Marketing  Agreement with
its  commercial  copy  protection  technology on CD's and all of its  continuing
upgrades.  The issuance of the stock was exempt from registration  under Section
4(2) of the Securities  Act. No underwriter was involved in the offer of sale of
the shares.

On March 19, 2004 the Company  issued  500,000  restricted  common  shares to an
accredited  investor  for $20,000 of cash.  The issuance of the stock was exempt
from  registration  under Section 4(2) of the Securities Act. No underwriter was
involved in the offer of sale of the shares.

On April 26, 2004 the Company  issued  875,000  restricted  common  shares to an
accredited  investor for $35,000 of cash.  The Company also received  $15,000 in
cash from an accredited  investor that owed the Company  $15,000 for  subscribed
shares at March 31, 2004. The issuance of the stock was exempt from registration
under Section 4(2) of the  Securities  Act. No  underwriter  was involved in the
offer of sale of the shares.

Also on April 26, 2004, the Company issued 146,012  restricted  common shares in
settlement  of $11,681 of past due payables to two vendors.  The issuance of the
stock was exempt from registration  under Section 4(2) of the Securities Act. No
underwriter was involved in the offer of sale of the shares.

On May 3,  2004 the  Company  issued  625,000  restricted  common  shares  to an
accredited  investor  for $25,000 of cash.  The issuance of the stock was exempt
from  registration  under Section 4(2) of the Securities Act. No underwriter was
involved in the offer of sale of the shares.

On June 25, 2004,  the Company  issued  50,000  restricted  common  shares to an
employee for marketing  services at a fair value of $4,000.  The issuance of the
stock was exempt from registration  under Section 4(2) of the Securities Act. No
underwriter was involved in the offer of sale of the shares.

                                       55
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY - continued

On June 23, June 30, July 19, July 28, August 5, August 12 and September 1, 2004
the  Company  issued  a  total  of  5,357,143  restricted  common  shares  to an
accredited  investor for $275,000 of cash.  The issuance of the stock was exempt
from  registration  under Section 4(2) of the Securities Act. No underwriter was
involved in the offer of sale of the shares.

On September  20, 2004 the Company  issued 50,000  restricted  common shares and
400,000 warrants at various strike prices to an accredited  investor for $25,000
of cash. The warrants issued were at the following strike prices; 50,000 at $.25
per share;  50,000 at $.50 per share;  50,000 at $.75 per share; 50,000 at $1.00
per share; 50,000 at $1.50 per share; 50,000 at $2.00 per share; 50,000 at $3.00
per share and 50,000 at $5.00 per share.  The Company  received $20,000 net of a
finders fee of $5,000.  The  issuance of the stock was exempt from  registration
under Section 4(2) of the  Securities  Act. No  underwriter  was involved in the
offer of sale of the shares.

On September 23, 2004, the Company issued 3,333,333  restricted common shares to
Double U Master  Fund,  L.P. as a  commitment  fee for a Private  Equity  Credit
Agreement at a fair value of $250,000. The issuance of the stock was exempt from
registration  under  Section  4(2) of the  Securities  Act. No  underwriter  was
involved in the offer of sale of the shares.

QUASI REORGANIZATION

Effective  January 1, 1997, the  stockholders of the Company  approved a plan of
informal quasi  reorganization.  Pursuant to the plan, the Company's accumulated
deficit of $504,648 as of the date of reorganization  was eliminated and charged
to additional paid-in capital.

WARRANTS

In 1997,  the Company  issued  736,032  warrants in  conjunction  with a private
placement.

In  1998  the  Company  registered  1,871,260  shares  of  common  stock  for  a
contemplated  public offering in Registration  No.  333-64448 which was declared
effective May 14, 1998. The offering was  discontinued  in late 1998 because the
Company was unable to complete the sale of the minimum number of shares offered.
None of the registered shares were sold. In 1999, the Company  re-registered the
shares  with a  view  towards  recommencement  of the  public  offering.  Due to
deterioration  in the market for public  companies  in the oil and gas  business
segment, the offering was again deferred before the post-effective  amendment to
the  registration  statement was made  effective.  During the second  quarter of
2000, the Company filed a post-effective  registration statement (no. 333-47699)
and recommenced  the offering,  which included shares of common stock and common
stock purchase  warrants.  The offering was completed  December 29, 2000 and the
Company sold  1,871,260  shares of common  stock and  1,871,260  stock  purchase
warrants,  each warrant  exercisable to purchase one share of common stock at an
exercise price of $.16 per share. Registrant received $300,000 in gross proceeds
and a net of $287,000 of offering costs of $ 287,000.  The Company  utilized all
of the proceeds from the offering in connection with start up of the floppy disk
business.

                                       56
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY - continued

At December 31, 2002 the status of outstanding warrants is as follows:

                              Shares         Exercise
            Issue Date       Exercisable     Price      Expiration Date
            ----------       -----------     --------   ---------------
        October 31, 1997       736,032       $ .24      March 31, 2003 (1)
        December 29, 2001    1,871,260       $ .16      June 20, 2003

During 2003 all of these warrants were not exercised and expired.  No additional
warrants were issued during 2003. There were no warrants outstanding at December
31, 2003.

During 2004, the Company issued 900,000 warrants in conjunction with two private
placements. No warrants were exercised during 2004.

At December 31, 2004 the status of outstanding warrants is as follows:

                                             Average
                              Shares         Exercise
            Issue Date       Exercisable      Price       Expiration Date
            ----------       -----------     --------     ---------------
           July 1, 2004         500,000        $ .25         June 30, 2006
        September 20, 2004      400,000       $ 1.75 (1)   September 30, 2006

     (1)  All exercise prices of the warrants range from $.25 per share to $5.00
          per share.

STOCK OPTION PLAN

In July 1997 the Company adopted its 1997 Statutory and  Nonstatutory  Incentive
Stock  Option  Plan (the Plan)  allowing  for the  issuance of  incentive  stock
options and nonstatutory  stock options to purchase an aggregate  623,753 shares
of  common  stock to  directors,  officers,  employees  and  consultants  of the
Company. The Plan is administered by the Board of Directors.

The Plan provides that  incentive  stock options be granted at an exercise price
equal to the fair market  value of the common  shares of the Company on the date
of the grant and must be at least 110% of fair  market  value when  granted to a
10% or more  shareholder.  The exercise term of all stock options  granted under
the Plan  may not  exceed  ten  years,  and no later  than  three  months  after
termination of employment, except the term of incentive stock options granted to
a 10% or more shareholder, which may not exceed five years.

                                       57
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY - continued

The  status of  outstanding  options  granted  pursuant  to the 1997 Plan was as
follows:

                                    Wtd. Average     Weighted    Wtd. Average
                          Number of   Exercise     Average Fair     Exercise
                           Shares     Price           Value          Price
                         ---------   --------      ----------    -------------
Options Outstanding at
December 31, 2000          436,630    $.32-$.56          $.51        $.32-$.80
                         ---------   ----------    ----------    -------------

Options Outstanding at
 December 31, 2001         436,630    $.32-$.56          $.51         $.32-.80
(436,630 exercisable)
Cancelled                  (81,091)   $.32-$.35          $.34        $.32-$.35
                         ---------   ----------    ----------    -------------

Options outstanding at
December 31, 2002
(355,539 exercisable)      355,539        $ .56         $ .56             $.56
Cancelled                 (249,501)       $ .22         $ .22             $.22
                         ---------   ----------    ----------    -------------

Options outstanding at
December 31, 2003
(106,038 exercisable)      106,038        $ .56         $ .56             $.56
Cancelled                  (62,375)       $ .56         $ .56             $.56
Issued                     249,999        $ .20         $ .20             $.20
                         ---------   ----------    ----------    -------------

Options outstanding at
December 31, 2004
(293,662 exercisable)      293,662    $.20-$.56         $ .25             $.25
                         =========    =========    ==========     ============


The  weighted  average  remaining  contractual  life of options  outstanding  at
December 31, 2004 was 2.8 years.

The  Company has adopted the  disclosure-only  provisions  of SFAS No. 123.  Had
compensation  cost for the Company's stock option plan been determined  based on
the fair value at the grant date consistent with the provisions of SFAS No. 123,
the  Company's  net loss and loss per share for 2004 and 2003 would be unchanged
in each year.

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used  for  grants  made in 1997  and  1998:  dividend  yield of 0%;
expected  volatility  of 0%;  discount  rate of 5.25%;  and expected  life of 10
years.

In 2004, the Company recognized as compensation expense $641 for 249,999 options
issued  during the year at a strike price of $.20 per share to an officer of the
Company, pursuant to APB No. 25. There were no other options issued during 2004.
The fair value for these  options was  estimated at the date of each grant using
the Black-Scholes  option valuation model,  with the following  weighted average
assumption  for 2004  (there  were no  option  grants  during  2003):  risk free
interest  rates  of  2.89% to 3.25%  in  2004;  a  dividend  yield of 0%;  and a


                                       58
<PAGE>

NOTE 9 - STOCKHOLDERS' EQUITY - continued

volatility factor of .860 to 1.409 in 2004. In addition, the fair value of these
options was estimated based on an expected life of three years.

In 1997, the Company  recognized as  compensation  expense  $100,500 for 436,630
options issued October 30, 1997 to  Officers/Directors,  pursuant to APB No. 25,
and $2,332 for 10,000 options issued to non-employees, pursuant to SFAS No. 123.
Those  options were issued at an exercise  price of $.22 per share less than the
then private placement cost of common stock.


STOCK SPLIT & CONSOLIDATION

Effective  January 1, 1997 the Company effected a 10-into-1 reverse stock split.
The Company did not change the  authorized  number of common shares or par value
of the  common  stock.  All  information  in these  notes  and the  accompanying
financial  statements gives  retroactive  effect to the 10-into-1  reverse stock
split.

On December  24, 2001,  the Company  effected a share  consolidation  of one new
common share for each fifteen pre-consolidated shares.


On June 28, 2002,  the Company  effected a forward  stock split of 9.3563 shares
for 1 share.

All  of  the  common   authorized   and  issued  shares  were  affected  by  the
consolidation of December 24, 2001 and forward stock split of June 28, 2002. The
Company has restated the prior  periods to reflect this share  consolidation  to
January 1, 1997.


NOTE 10 - RELATED PARTY TRANSACTIONS

During  2003,  SunnComm  Technologies,  Inc.  paid  general  and  administrative
expenses  on behalf of the Company in the amount of  $56,786.  At  December  31,
2003, the Company owed SunnComm $139,199.

At December 31,  2003,  the Company owed  $146,500 in  compensation  expense for
services  provided by its officers during 2003. On February 2, 2004, the Company
paid the $146,500 due to officers by issuing 4,883,333  restricted common shares
to them.

On January 30, 2004, the Company issued  11,000,000  restricted common shares to
its three  directors,  two of which were  officers,  for services to be rendered
during  2004 at a deemed  value of $82,500.  All  services  were  rendered as of
December 31, 2004.

On February 2, 2004, the Company issued  4,883,333  restricted  common shares to
directors  and officers for services  rendered  during 2003 at a deemed value of
$146,500  and  1,169,616  restricted  common  shares for  reimbursement  of cash
advances of $35,088.  A total of 986,072 restricted common shares were issued to
a  non-affilate  for  payment of $29,582 of accrued  interest  expense  and cash
advances  made to the Company  during 2003 and prior years.  The issuance of the
stock was exempt from registration  under Section 4(2) of the Securities Act. No
underwriter was involved in the offer of sale of the shares.

On March 4, 2004 the written consent, of a majority of disinterested outstanding
common shares of record at February 4, 2004 of Quiet Tiger,  became effective to


                                       59
<PAGE>

NOTE 10 - RELATED PARTY TRANSACTIONS - continued

approve the  issuance  of  10,152,704  restricted  common  shares  valued by the
Company  at $.03 per  share to  SunnComm  Technologies,  Inc.,  "SunnComm",  for
$304,581 of debt  incurred  for cash  advances and  administrative  and overhead
expenses  charged to the  Company  and to approve  the  issuance  of  64,000,000
restricted  common  shares  valued by the  Company at $.03 per share for a total
consideration  of  $1,920,000  to  SunnComm  and the  assumption  of a  $108,860
outstanding debt due to a consultant for an Exclusive  Marketing  Agreement with
its  commercial  copy  protection  technology on CD's and all of its  continuing
upgrades.  The Agreement  provides the Company with 40% of the revenues  derived
from all existing  licensing  agreements held by SunnComm for the technology and
requires Quiet Tiger to advance $138,000 a month against future royalties and an
additional  $12,000 for  services  being  provided by  SunnComm.  The first such
payment was made on March 31, 2004. Once annual gross revenues of $3,600,000 are
achieved,  the Company will receive 50% of all revenues  derived from  licensing
agreements.  The Exclusive  Marketing  Agreement gives the Company the exclusive
marketing   rights  for  SunnComm's   optical  media   enhancement  and  control
technologies.  Under the terms of the Exclusive Marketing Agreement, the Company
must pay for all of its sales and marketing  costs and SunnComm must pay for all
of its  development  and upgrade  costs.  SunnComm  also agreed to indemnify the
Company against consumer complaints and product related litigation.

During the year ended  December 31,  2004,  the Company paid $18,000 a month for
ten months to SunnComm  International,  Inc. for  administrative  and accounting
services. The agreement with SunnComm International, Inc. is on a month to month
basis.


NOTE 11 - SEGMENT REPORTING

During  2002 and 2003,  there were no  operating  expenses  attributable  to the
enhancement or marketing of the Company's Intellectual Property. At December 31,
2003, the Company  impaired all of its MediaCloQ  technology for $674,629 due to
the determination  that it could not be sold due to its inability to work on all
DVD players.

During 2003, the Company  reduced the net  realizable  sales value on its floppy
disk equipment to $100,000 and subsequently  fully impaired the equipment during
2004. The Company is attempting to sell the disk manufacturing equipment and has
discontinued its operation.  Expenses  incurred directly related to the overhead
expenses of its disk manufacturing  segment were $6,600 and $6,480 for the years
ended December 31, 2003 and 2004.


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NOTE 12 - FINANCIAL INSTRUMENTS

FAIR VALUE

The fair values of cash,  accounts  receivable,  accounts payable and short-term
debt  approximate  their carrying  values due to the short-term  nature of these
financial instruments.

CONCENTRATION OF CREDIT RISK

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk,  consist of cash.  The Company  maintains  cash  accounts at two
financial institutions. The Company periodically evaluates the credit worthiness
of  financial  institutions,  and  maintains  cash  accounts  only in large high
quality  financial  institutions,  thereby  minimizing  exposure for deposits in
excess of federally insured amounts.


NOTE 13 - SUBSEQUENT EVENTS

On March 2, 2005,  the Company  electronically  filed a  definitive  information
statement on Schedule 14C with the  Securities and Exchange  Commission  about a
majority of the  shareholders  approving the changing of the  Company's  name to
MediaMax Technology Corporation.

On  February  23,  2005,   Quiet  Tiger  reached  an  agreement  with  Top  Hits
Entertainment and Mediaport Entertainment to include MediaMax content protection
and enhancement technology within specialized unmanned music vending machines to
be installed  in retail  locations  throughout  the U.S.  The  partnership  will
provide  customers with an extensive  content choice via an unmanned,  automated
point-of-sale  kiosk. The patent pending process allows music buyers to purchase
full-length  music CDs,  create  their own labeled  compilation  CDs or download
entire albums or specific tracks to a portable music player.

The partners are in the final stages of approval for pilot  programs  with major
retail organizations.  The Company anticipates  implementation of these programs
during 2005.


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