U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2003

[ ] 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: NONE

Based on the closing  sales price of $.14 per share of the Common Stock on March
26, 2004, the aggregate  market value of the voting stock of registrant  held by
non-affiliates was $6,133,029.

The registrant has one class of Common Stock with 147,957,837 shares outstanding
as of March 26, 2004.

Documents Incorporated By Reference: None

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

                                       1
<PAGE>

                                     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, 2003 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.

                                       2
<PAGE>

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  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 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
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.

Also at December  31,  2003,  the Company  impaired  its floppy disk  burnishing
equipment $900,000; thus reducing its value to $100,000 which it believes is the
market value of the equipment.

                                       3
<PAGE>

On  January  28,  2004  the  Company  entered  into  a  binding   Memorandum  of
Understanding,  "MOU",  with DarkNoise  Technologies  Limited,  a United Kingdom
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. In accordance with the
MOU,  the  Company  paid a  non-refundable  deposit of $50,000  and will pay the
remaining $100,000 and issue the restricted common shares upon the completion of
the Definitive Agreement.

When the acquisition is completed,  the Company plans to have DarkNoise continue
to operate out of their West London office acting as its European  sales and R&D
satellite  branch.  All key employees of DarkNoise  have agreed to continue with
Quiet Tiger.

On March 4, 2004,  the Company  acquired an Exclusive  Marketing  Agreement from
SunnComm  Technologies,  Inc.  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).



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   ability  to  make   inexpensive   unauthorized   copies  of
entertainment  software.  The  proliferation  of illicit copying has resulted in
perhaps billions of dollars of lost revenues for  industry-wide  content owners.
The latest data available  from the MPAA estimates that the U.S.  motion picture
industry  lost in excess of $3.5 billion in 2003 due to packaged  media  piracy.
Music   industry  unit  ("CD")  sales  have  been  falling   approximately   10%
year-over-year  for  the  past  four  years,   according  to  the  International
Federation of Phonographic  Industries ("IFPI"). In addition,  the International
Intellectual  Property  Alliance ("IIPA")  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  sales
declines,   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  that  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 play back CD's.


                                       4
<PAGE>

Principal Products or Services and their Markets

The Company has an Exclusive Distribution Agreement with SunnComm to distribute,
market,  advertise,  and sublicense the SunnComm Products  throughout the world.
The  SunnComm  Product  that the  Company  will  begin  marketing  is a  content
protection  control  technology  called Media Max M4. The market for Media Max C
are all major and  independent  record  companies along with their artists which
may be concerned over lost revenues to illegal copying. Management believes that
approximately  2  billion  music  CD's are  sold  annually  worldwide.  SunnComm
currently has an agreement with a major record label and manufacturer to provide
the Media Max M4 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 would also enable SunnComm to be focused on continuing
their  research  and  development  of  future  products  and  upgrades  for  the
marketplace.

Media Max M4  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 files and the
second  session is made of up of compressed  WMA files embedded into a versatile
multimedia  user  interface.   This  technology  combines  proprietary  software
components  which are  installed  on the computer  along with  special  markings
stored on the CD.

The 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 guaranteed.

In order to identify a Licensee Copy Controlled Disc, the LMT Software will look
at certain markers on the disc concerned.  Each marker contains multiple values.
Values are based on the  contents  of the disc  concerned  but  encoded  using a
secret  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 a "magic-marker" on the
second  session and other issues,  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 not really important.

When the disc is inserted, the auto launch feature will activate the MediaMax M4
program on the second session,  which feature is called launchcd.exe.  Depending
on the DRM license implementation,  this program is either activated directly or
through another program called autorun.exe. Launched 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 M4  application
(which is browser based).

                                       5
<PAGE>

Whenever the LMT Software controls are activated,  (i.e. when 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
will poll  each  device  once per  second  to  determine  if a new disc has been
inserted. If so, it will read various elements of the disc to determine if it is
a MediaMax M4 disc. It is important to note that the driver is  completely  idle
(without any chance to affect the computer),  unless an actual  MediaMax M4 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   without  any
limitations, the driver will interfere when applications try to access the first
session.

When the driver  detects  that the  MediaMax M4 disc is ejected,  it will remove
itself  from the  communication  stream for that  drive and  switch  back to the
polling mode.  Several  enhancements are currently under  development to make it
very difficult to locate and/or remove the device drivers.

An  additional  feature  called  MusicMail  allows  the  owner of an  originally
purchased  MediaMax  protected CD to share music with friends without  violating
any  copyright  laws.  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 days
or plays.

The customer base for copy protection  technology is comprised of the five major
music labels (i.e., BMG, EMI, Sony Universal and Warner)and numerous independent
labels which sell  approximately  2 billion CD's annually.  A market also exists
for copy  protecting  music at music studios where music is originally  recorded
and  pre-release  CD's which are  promotional  copies sent to music stations and
promoters.

SunnComm believes that today's market prefers  playability over protection which
its MediaMax M4 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 M4 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  M4  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 law suits in the
USA.

                                       6
<PAGE>

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 M4 during the first quarter of 2004.

The Company  believes  that  MediaMax M4 is  currently  marketable  and could be
enhanced if necessary to meet  specific  demands of a  significant  customer.  A
licensing  agreement  is  already  in place  with a major  record  label for the
MediaMax M4 technology and is generating  modest  revenues  without  significant
consumer complaints.

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  M4.  Prior to being hired by the
Company,  Mr.  Whitmore was the  President of SunnComm and was  responsible  for
marketing its products.

MediaMax M4 is under a licensing  agreement  in place with an  international  CD
manufacturer  for the music industry.  The agreement gives the  manufacturer the
right to  manufacture,  distribute,  sell,  retain and permit its  facilities to
license the MediaMax M4  technology to fulfill its customer  orders.  It also is
under a software  licensing  agreement  with a company that believes it can sell
MediaMax M4 concurrently with its anti-CD burning  technology.  These agreements
along with its  licensing  agreement  with a major  record  label  automatically
provide distribution for the MediaMax M4 technology.




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 $386 million in assets of which $169 million are
current assets. A large part of its business involves copy protection of videos,
music and pay per view  satellite  and cable  broadcasts.  Its 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; and

          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.


                                       7
<PAGE>

Macrovision  claims the CDS-100 and CDS-200 solutions have been used on over 200
million music CDs worldwide  through 2003. 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 all the 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 and CDS-200 technologies.

SunnComm proved its competitive  position during May 2003 when it entered into a
copy control technology  agreement with one of the five largest record companies
to  license  its  copy-control   technology  for  releases  in  the  U.S.A.  and
internationally.

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
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 commence a marketing  campaign to independent labels which,
if  successful,  will  avoid  dependence  on one or a few major  customers.  The
Company estimates that the independent labels comprise  approximately  one-third
of the entire copy protection market.


Patents and Trademarks

Not Applicable


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

                                       8
<PAGE>

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,  which is active  in  research  and  development  in audio  copy
management  and  protection  technologies  and continues to upgrade its existing
technologies.


Employees

As of the date of this report, the Company had two full-time  employees involved
in the sales of MediaMax M4 and one part time employee.


c. NARRATIVE DESCRIPTION OF FLOPPY DISK EQUIPMENT

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.


Product Status and Marketing Strategy

During 2001, the Company was unable to attract  profitable orders along with the
capital necessary to put the manufacturing 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 2003,  the Company  continued  to seek  interested
buyers for the  equipment  and impaired the value of its floppy disk  burnishing
equipment to its estimated fair value of approximately $100,000.

                                       9
<PAGE>

Competition

There are  approximately  six floppy disk  manufacturers  worldwide that produce
significant  volumes.  Most of the  competitors  are  adequately  capitalized to
fulfill orders quickly and efficiently.

During 2001  through  2003 the  Company  was unable to attract  any  significant
orders in order to put the plant into a profitable operation.


Suppliers and Customers

Because the equipment has state of the art burnishers  that enable the polishing
of a disk  while  still  intact  with the disk  housing  or  cookie  shell,  the
equipment can format and certify disks with an error rate less than two percent.
Standard burnishers and disk certifiers  experience error rates of approximately
fifteen per cent.

The  believed  economic  advantage to the Company was that they would be seeking
suppliers,  which  also may be  competitors,  that had disks  rejected  in their
manufacturing process that could be burnished by the Company's equipment.

During 2001  through  2003 the  Company  was unable to attract  any  significant
orders or customers in order to put the plant into profitability.


Patents and Trademarks

The  Company  does not hold any  patents or  trademarks  pertaining  to the disk
manufacturing equipment.


Government Regulations

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


Research and Development

The Company did not conduct any  research  and  development  during 2001 through
2003 pertaining to the disk manufacturing operation.


Employees

As of the date of this  report,  the  Company had no  employees  involved in the
floppy disk business.


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


                                       10
<PAGE>

Product Marketability - continued

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
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.

                                       11
<PAGE>

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
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


                                       12
<PAGE>

Reliance on Future Acquisitions Strategy - continued

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.


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


                                       13
<PAGE>

Penny Stock Regulation - continued

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
$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.

In January 2001, the Company  purchased media  production and factory  equipment
with the capacity to produce six million  3.5-inch floppy disks per month.  Also
acquired were leasehold  improvements and a lease in Reno, Nevada for office and
industrial space for the equipment.  The lease was mutually  terminated with the
landlord during the second quarter of 2002.

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
manufacturing business.  During 2003, the SunnComm filed a UCC1 on the equipment
as security for cash advances and overhead provided to the Company.  On March 4,
2004, the Company issued SunnComm  10,152,704 of its restricted common shares as
full payment for the debt  incurred to SunnComm  during 2003.  The Company is in
the process of  removing  the UCC1  filing,  after which it will hold all of its
equipment  free and clear of  restrictions  on, or  conditions  to,  transfer or
assignment,  and are free and clear of rights of way,  covenants,  conditions or
restrictions.

                                       14
<PAGE>

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 of the fiscal
year covered by this report.

                                       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.





          2002                  High          Low
          First Quarter         N/A           N/A
          Second Quarter        $.01          $.01
          Third Quarter         $.01          $.01
          Fourth Quarter        $.01          $.03

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


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 March 26,  2003,  the  Company  had  147,957,837  shares  of common  stock
outstanding, held by 517 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>

d. Securities Authorized for Issuance under Equity Compensation Plans

<table>
------------------------ ------------------------------- -------------------------------- -----------------------------------
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                             106,038                            $0.56                             517,715
plans not approved by
security shareholders
------------------------ ------------------------------- -------------------------------- -----------------------------------
Total                                           106,038                            $0.56                             517,715
------------------------ ------------------------------- -------------------------------- -----------------------------------
</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 2003.

During the first quarter of 2004, the Company issued the following securities:

On February 2, 2004, the Company issued 6,052,949  restricted common shares at a
deemed value of $.03 per share to its officers and directors  for  reimbursement
of expenses and for services  provided during the year 2003. 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 February 2, 2004, the Company issued  986,073  restricted  common shares at a
deemed value of $.03 per share to two parties as payment of $29,582 in debt owed
to them for cash  advances  and  interest.  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 to issue a total of 13,958,333 restricted common shares
for  $450,000 in cash.  As of March 30, 2004 under the terms of the  agreements,
the Company received  $325,000 in cash and issued  10,833,333  restricted common
shares.  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.

                                       17
<PAGE>

On March 12, 2004, the Company issued  10,152,704  restricted common shares at a
deemed value of $.03 per share to SunnComm Technologies,  Inc. for reimbursement
of $304,581 in cash  advances and  overhead  expenses  incurred  during 2002 and
2003. The issuance of the stock was exempt from registration  under Section 4(2)
of  the  Securities   Act.  The  transaction  was  approved  by  a  majority  of
disinterested  shareholders  on February 4, 2004. No underwriter was involved in
the offer of sale of the shares.

On March 12, 2004, the Company issued  64,000,000  restricted common shares at a
deemed  value of $.03 per  share  to  SunnComm  Technologies,  Inc.  as  partial
consideration for an Exclusive  Marketing  Agreement.  The issuance of the stock
was exempt from  registration  under  Section  4(2) of the  Securities  Act. The
transaction was approved by a majority of disinterested shareholders on February
4, 2004. No underwriter was involved in the offer of sale of the shares.

On March 19, 2004,  the Company  issued  500,000  restricted  common shares at a
deemed  value of $.04 per share 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.


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 quarter and the balance of
the  fiscal  year.  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 also have decided to sell 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 revenues during the years ended 2002 and 2003.

During  January  2004,  the  directors of the Company  received a proposal  from
SunnComm  to  purchase  an  exclusive  marketing  agreement  for all of its copy
protection  technology and future  upgrades and revisions.  The directors of the
Company  reviewed  the  sales  projections  for Media  Max M4 along  with  their
proposal and believed  that the  acquisition  price of the  Exclusive  Marketing
Agreement was fair.

The directors  provided the projections and the proposed deal from SunnComm to a
majority of disinterested  shareholders for their approval instead of seeking an
independent  third party  valuation on the  proposal.  On February 4, 2004,  the
Company   received  the  written  consent  from  a  majority  of   disinterested
outstanding  common shares and filed a Form 14C with the Securities and Exchange
Commission to disclose the arrangement.

                                       18
<PAGE>

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  January  28,  2004  the  Company  entered  into  a  binding   Memorandum  of
Understanding,  "MOU",  with DarkNoise  Technologies  Limited,  a United Kingdom
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. In accordance with the
MOU,  the  Company  paid a  non-refundable  deposit of $50,000  and will pay the
remaining $100,000 and issue the restricted common shares upon the completion of
the Definitive Agreement.

When the acquisition is completed,  the Company plans to have DarkNoise continue
to operate out of their West London office acting as its European  sales and R&D
satellite  branch.  All key employees of DarkNoise  have agreed to continue with
Quiet Tiger.

Media Max M4 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  MusicMail  functionality.  The
overall  functionality of MediaMax M4 allows CD buyers to make authorized copies
of music on their  computer  or 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
transport 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.  The data that  DarkNoise  inserts  also acts as a
watermark  that stores a unique  content ID and is very difficult to remove from
the file.

                                       19
<PAGE>

These two technologies are extremely compatible and can be seamlessly integrated
because  Darknoise is an underlying  security layer that can further  strengthen
and secure the existing Media Max M4 systems.

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  which it estimates is
the market value of the equipment.


b. Marketing Strategy and Employees

The Company's  plan of operation for the year 2004 is to market Media Max M4 and
acquire   compatible   copy   protection   technology  that  could  enhance  the
marketability  of  Media  Max  M4.  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 2004.  Administrative  assistance  is provided by
SunnComm in addition to the services of Albert Golusin who serves as a part-time
Chief Financial Officer.

On January 28,  2004 the Company  entered  into an  agreement  to acquire all of
DarkNoise and its technologies. 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.

The marketing strategy is identical with or without DarkNoise.  QuietTiger is in
the technology business and will always be vetting new and innovative approaches
to enhance and strengthen its position in the industry.  Technologies similar to
DarkNoise will  constantly be explored and  integrated  into the product line if
they have merit and make sense.

The strategy will capitalize on all marketing channels ranging from print ads to
leading edge interactive,  online campaigns. Specific marketing & sales programs
allowing  the  company to quickly  expand  beyond  its core  audience  are being
established  and implemented  through key industry  contacts as well as industry
known, reputable vendors and service providers.  This marketing strategy coupled
with the support of the  SunnComm  team of  professionals  is the key formula to
fuel these programs.


Quiet Tiger is dedicated to becoming the  world-leading  supplier of anti-piracy
and media  enhancement  technologies  to the audio,  video,  and  digital  media
markets by  leveraging  their  long term  contacts  throughout  the world and by
expanding  the inroads that  SunnComm has developed  throughout  the U.S.  music
industry.  The two  employees of the Company with key  consultants  are pursuing
client relationships around the world that will enable the content protection of
both  manufactured CD products as well as electronic  media  distributed via the
Internet.


c. Research and Development

The Company does not currently conduct research and development  activities.  In
the event the  Company  acquires  DarkNoise  Technologies,  it may need to incur
expenditures  for  integrating  the  technology of Darknoise with Media Max M4 .
Should the  acquisition  occur,  the Company  anticipates  working  closely with
SunnComm to integrate the two technologies.

                                       20
<PAGE>


d. Commitments for Capital Expenditures

In order to meet the current  commitments  of the Company during the next twelve
months, it will need  approximately $2.2 million in cash to meet its obligations
to  its  employees,  office  space  lease,  and  SunnComm.  Additional  cash  of
approximately  $500,000  will be required if the Company  executes a  definitive
agreement with DarkNoise Technologies.

In the  event  that the sale of the  floppy  disk  manufacturing  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 following reports, 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.   Marshall  had  served  as  the  Company's  principal   independent
accountant since February 1, 2001 .

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.

                                       21
<PAGE>

In  connection  with the audit of the  Company's  two most recent  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.

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.

<table>
Names of Executive                                  Date of        Date of
Officers and Directors   Age  Position              Appointment    Resignation
----------------------   ---  ----------            ------------   -------------
<S>                       <C>   <C>                 <C>            <C>
Peter H. Jacobs           55  Chairman, C.E.O       May 3, 2002   April 10, 2003
                               & Director

William H. Whitmore, Jr.  44  Vice-President        May 3, 2002   April 10, 2003
                               & Director           Jan. 16, 2004      N/A

Albert A. Golusin (1)     49  Secretary,Treasurer,  January 5, 2001    N/A
                               and Director

William E. Grafham        64  Director              July 2, 1997   January 16, 2004

Wade P. Carrigan (1),(2)  46  Director              May 3, 2002         N/A
</table>

(1) Independent 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.


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.

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 Technologies, Inc. which
publicly trades on the pink sheets under the symbol "STEH", and part-time as the
Chief  Financial  Officer and Director for Silverado  Financial  Corporation and
Dstage.com which are publicly traded on the OTC Bulletin Board of NASDAQ.

William E. Grafham has an investment  banking  background  having worked for two
major  national  Canadian  Brokerage  houses  from 1963 until  1977.  In 1977 he
established operating companies  representing West German partnerships investing
in natural resources. Offices were set up in Calgary, Alberta; Denver, Colorado;


                                       23
<PAGE>

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS - continued

and Vancouver, BC. The Calgary and Vancouver operating companies were eventually
merged into larger entities;  while the main assets of the Denver operation were
sold in 1988. Since 1988 Mr. Grafham,  a private  investor,  has participated in
the formation of a number of businesses  investing in  technology,  oil and gas,
precious  metals and mining,  and real estate.  Most of these  investments  have
resulted  in the  companies  going  public,  with  involvements  in a number  of
countries.

Peter  H.  Jacobs,   has  served  as  the  President  and  C.E.O.   of  SunnComm
Technologies,  Inc. from March 2000 to the present.  From 1998 to February 2000,
he was the principle  consultant  to, and  significant  shareholder  in, Sunrise
Communications,  LLC,  an Oregon  limited  liability  corporation.  He served as
President of FoneAmerica,  a nationwide  telecommunications company from 1987 to
1997,  where he was responsible  for the conception,  development and rollout of
thousands of advanced vending machines in an extremely short period of time. Mr.
Jacobs  has  owned  and  managed  several  high  technology   firms,   including
StellarVision  International,  which  pioneered  pay-per-view  movies  in hotels
without  the need of set-top  converters.  He has owned and  marketed  low power
television  stations in San Diego,  among other cities.  Mr. Jacobs has authored
and published a book on satellite television for non-technical readers, entitled
"Everything  You Wanted to Know About Satellite  Television,"  and earlier spent
several years producing live concerts through his own production company.  After
his  honorable  discharge  in  active  duty in the US Army in 1971,  Mr.  Jacobs
studied math and political  science at the University of Oregon,  and left prior
to  graduating  to start the first  electric car  dealership  on the West Coast,
Mini-Energy  Systems,  Inc. Mr. Jacobs  currently is also a director of SunnComm
Technologies,  Inc.  which publicly  trades on the  pinksheets  under the symbol
"STEH."

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 Mssrs.  Jacobs and Whitmore resigned from the Company in order
to devote their full time effort to SunnComm Technologies.  On January 16, 2004,
Mr.  Whitmore  became  the  Chief  Executive  Officer  and  joined  the board of
directors upon the resignation of William Grafham.



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


                                       24
<PAGE>

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS - continued

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 2003. Based on stockholder  filings with the SEC, SunnComm  Technologies,
Inc. 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, 2001, 2002 and 2003 awarded, earned or
paid to the chief  executive  officer at December  31, 2002 and all officers and
directors, as a group.

<table>
<caption>
    Summary Compensation Table
                                      Annual Compensation              Long Term Compensation
                                      -------------------              -------------------------
                                                                       Securities
Name and Principal                                                     Underlying   All Other
Positions at 12/31/03                    Salary   Bonus  Compensation    Options   Compensation
---------------------------------------- ------   -----  ------------  ----------  ------------
<S>                                         <C>     <C>        <C>          <C>         <C>
William H. Whitmore, Jr., Vice-President    (1)
    2003                                   - 0 -  - 0 -       $16,500         --        None
John James Shebanow,President (2)
    2001                                $ 62,653  - 0 -       $27,347         --        None
    2002                                  13,728  - 0 -       $39,500         --        None
Peter H. Jacobs,President (3)
    2002                                 $ - 0 -  - 0 -       $ - 0 -         --        None
    2003                                   - 0 -  - 0 -       $20,625         --        None

Wade P. Carrigan,President (4)
    2003                                   - 0 -  - 0 -       $54,375         --        None

Officers and directors, as a group
    2001                                $240,000  - 0 -       $50,000(5)      --        None
    2002                                 $ - 0 -  - 0 -       $67,000(6)      --        None
    2003                                   - 0 -  - 0 -      $146,500(7)      --        None
</table>


                                       25
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

     1.   An amount of $16,500 was accrued by Mr.  Whitmore at December 31, 2003
          and paid in 2004 with 550,000  restricted common shares for serving as
          Vice-President.

     2.   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.

     3.   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 the services of two
          officers and himself for the seven months ended  December 31, 2002. He
          resigned as the C.E.O.  and a director on April 10, 2003.  Mr.  Jacobs
          was paid by the Company  for his  services  during  2003 with  687,500
          restricted  common  shares at a deemed value of $20,625 for serving as
          President.  He also  received  366,667  restricted  common  shares for
          reimbursement of $3,728 of cash advanced to the Company.

     4.   An amount of $54,375 was accrued by Mr.  Carrigan at December 31, 2003
          and paid in 2004 with 1,812,500  restricted  common shares for serving
          as President.  He also received 366,667  restricted  common shares for
          reimbursement of $11,000 of cash advanced to the Company.

     5.   Includes  155,947  restricted  common shares issued to four directors,
          one  of  which  was  an  officer,   in   satisfaction  of  $50,000  in
          compensation or reimbursements owed to them.

     6.   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.

     7.   During 2003,  the Company  received  services  from four  officers and
          accrued $146,500 in compensation  expense.  The Company  satisfied the
          obligation by issuing  4,883,333  restricted common shares to the four
          officers during February 2004.



Management Agreement

During  the fourth  quarter of 2002,  Quiet  Tiger Inc.  agreed to a  management
agreement with  SunnComm,Inc.  effective June 15, 2002. This agreement  required
Quiet Tiger Inc. to pay SunnComm,Inc. $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 effectively  canceled at December 31, 2002. At December
31, 2002,  Quiet Tiger Inc. owed  SunnComm,Inc.  $162,500 under the terms of the
agreement.











                                       26
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

                      Value of Options at December 31, 2002
                     Aggregate Fiscal Year End Option Values
                     ---------------------------------------

                               Number of Securities
                              Underlying Unexercised           Value of
                                     Options at        Unexercised In-the-money
                                  Fiscal Year End    Options at Fiscal Year End
                            Exercisable/Unexercisable  Exercisable/Unexercisable


Peter H. Jacobs                         -- / --                $ -- / --
Wade P. Carrigan                        -- / --                $ -- / --
William H. Whitmore, Jr.                -- / --                $ -- / --
All officers and
   directors as a group (1)        106,038 / --                $ -- / --
================================================================================
     (1)  A total of  106,038  shares  are  available  under  option at $.56 per
          common share.


Option Grants in the Last Two Fiscal Years

The Company did not grant options during 2002 and 2003.

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 106,038 shares have been
issued and are  outstanding and all are presently  exercisable.  No options were
granted in 2002 or 2003. The options are  exercisable at $.56 per share. A total
of 249,501 options expired during January 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 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


                                       27
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION - continued

distribution, and each option is exercisable during the lifetime of the optionee
only by such optionee.

Compensation of Directors
-------------------------
The Company does not compensate directors. During 2001 through 2003, independent
directors were not compensated;  however, officers that were also directors were
compensated as described in the Summary Compensation Table.



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

The following table sets forth, as of March 26, 2003, 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
------------------------------                -----------------------   -------

Albert A. Golusin, Secretary and Treasurer     2,662,785(3)               1.8
668 N. 44'th Street, Suite 233
Phoenix, Arizona 85008

William E. Grafham, Director                   1,528,630 (2)              1.0
Grandview Condominiums #412
Seven Mile Beach
Grand Cayman, BWI

Wade P. Carrigan, Director                     3,429,167                  2.3
P.O. Box 1908
Gilbert, Az. 85299

William H. Whitmore, Jr.                         550,000                  0.4
668 N. 44'th Street, Suite 233
Phoenix, Arizona 85008


SunnComm Technologies, Inc.                   96,740,414 (4)             65.3
668 N. 44th Street, Suite 248
Phoenix, Az. 85008


All officers and directors as a
group (4 persons)                              8,170,582 (5)              5.5


                                       28
<PAGE>

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

     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 March 19,  2004 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.   Mr. Grafham resigned as a director of the Company on January 16, 2004.
          Includes   62,375   shares  of  common  stock   underlying   presently
          exercisable  options.  Also  includes the shares owned by companies in
          which Mr. Grafham has the voting or investment power.

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

     4.   Amounts shown include  shares held by Project  1000,  Inc.  which is a
          wholly owned subsidiary.  Shares of Quiet Tiger Inc.  personally owned
          by the directors of SunnComm Technologies, Inc. are 3,479,567 and have
          not been included in the beneficial shareholdings of SunnComm.

     5.   Directors and Officers  include  William  Grafham who is a director of
          the Company on January 16, 2004.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.


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
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.  These  shares  were  issued by a
unanimous  directors consent and pursuant to the exemption found in Section 4(2)
of the Securities Act of 1933. 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.

On June 15,  2002 the  Company  issued to Albert  Golusin,  the Chief  Financial
Officer and a Director,  544,396  restricted  common shares for  accounting  and
corporate  administrative  services  provided  during part of 2001  through June
15,2002.  The deemed value of the shares  issued was  $91,634.  The Company also
issued 60,348 restricted common shares as reimbursement for expenses incurred on
behalf of the Company.  The deemed value of the shares  issued was $10,514.  The
deemed value of the restricted  common shares issued was  determined  based upon
the book value of the Company's common stock, excluding the transaction with P1,
at the  time of the  issuance  of the  stock.  These  shares  were  issued  by a


                                       29
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS - continued

unanimous  directors consent and pursuant to the exemption found in Section 4(2)
of the Securities Act of 1933.

On June 15,  2002 the  Company  issued to John  Shebanow,  a former  officer and
director  at  that  time,   395,846   restricted  common  shares  for  corporate
operational  services  provided  during part of 2001 through June  15,2002.  The
deemed  value  of the  shares  issued  was  $66,847.  The  deemed  value  of the
restricted  common shares issued was determined based upon the book value of the
Company's  common stock,  excluding the transaction  with P1, at the time of the
issuance of the stock. These shares were issued by a unanimous directors consent
and pursuant to the  exemption  found in Section 4(2) of the  Securities  Act of
1933.

During  the fourth  quarter of 2002,  Quiet  Tiger Inc.  agreed to a  management
agreement with  SunnComm,Inc.  effective June 15, 2002. This agreement  required
Quiet Tiger Inc. to pay SunnComm,Inc. $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 effectively  canceled at December 31, 2002. At December
31, 2002,  Quiet Tiger Inc. owed  SunnComm,Inc.  $162,500 under the terms of the
agreement.

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
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.


                                       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 Technologies, Inc. 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

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

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

31   Certification of Chief Executive Officer and Chief Financial Officer.


(1) Incorporated by reference on Form 8-K dated May 7, 2002.



                                       31
<PAGE>

Exhibit 31


                          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 2003



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, 2003 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 30, 2004


                                /s/ Albert A. Golusin
                              ------------------------------
                              Name: Albert A. Golusin
                              Date: March 30, 2004


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.

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


                                       32
<PAGE>



(b) Reports on Form 8-K.

The  Registrant  filed no reports on Form 8-K during the fiscal  quarter  ending
December 31, 2003.


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

Marshall  billed  aggregate fees of  approximately  $9,600 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,  2003 and  approximately
$24,000 for year ended December 31, 2002 for professional  services rendered for
the  audit of the  Company's  annual  financial  statements  and  review  of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB.

TAX FEES

Marshall  billed $600 for the  preparation of its tax returns for the year ended
December 31,2002. Marshall did not provide any services pertaining to tax advice
or strategies.

ALL OTHER FEES

Marshall did not provide or bill for any other professional  services during the
two years ended December 31, 2003.



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 30, 2004               By /s/ William H. Whitmore, Jr.
     ---------------                 ------------------------
                               William H. Whitmore, Jr., Chief Executive Officer


Date: March 30, 2004               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.

                                       33
<PAGE>


SIGNATURES - continued

Date: March 30, 2004               By /s/ William H. Whitmore
                                      ----------------------------------
                                          William H. Whitmore, Jr.  Director

Date: March 30, 2004               By /s/ Wade P. Carrigan
                                      ----------------------------------
                                          Wade P. Carrigan  Director

Date: March 30, 2004                By /s/ Albert Golusin
                                       ----------------------------------
                                           Albert Golusin  Director

                                       34
<PAGE>

CERTIFICATION

I,  William H.  Whitmore,  Jr.,  Chief  Executive  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  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

     c.   Presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

 Date: March 30, 2004

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

                                       35
<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  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

     c.   Presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

 Date: March 30, 2004

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

                                       36
<PAGE>










                          INDEX TO FINANCIAL STATEMENTS
1. Financial Statements:
     Independent Auditor's Report .......................................... F-1
     Independent Auditor's Report .......................................... F-2
     Balance Sheet December 31, 2003 ....................................... F-3
     Statements of Operations Years ended December 31, 2002 and 2003
         and Cumulative Amounts from Inception to December 31, 2003 ......   F-4
     Statement of Stockholders' Equity Years Ended December 31,
          1997, 1998, 1999, 2000, 2001, 2002 and 2003....................    F-5
     Statements of Cash Flows Years ended December 31, 2002 and 2003
       and Cumulative Amounts from Inception to December 31, 2003 ...... F-6-F-8
     Notes to Financial Statements..................................... F-9-F-26
2.  Schedules
     None


                                       37
<PAGE>

                         INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying consolidated balance sheet of Quiet Tiger, Inc.
formerly Fan Energy Inc., (a  development  stage  company) and  Subsidiary as of
December  31,  2003  and the  related  consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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, 2003 and the results of its  operations  and its
cash  flows for the year 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
and liquidity issues raise  substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                                  /s/ Semple & Cooper, LLP

Phoenix, Arizona
April 8, 2004



                                       F-1

                                       38
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To The Board of Directors and Stockholders
Quiet Tiger Inc. (formerly Fan Energy Inc.)

We have audited the accompanying consolidated balance sheet of Quiet Tiger Inc.,
formerly Fan Energy Inc., (a  development  stage  company) and its  consolidated
subsidiary  as of December 31, 2002 and the related  consolidated  statements of
operations, stockholder's equity and cash flows for the two years then ended and
the period from  reactivation,  January 1, 1997,  to December  31,  2002.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform  audits 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 its consolidated subsidiary as of December 31, 2002 and the results of their
operations and their cash flows for the two years then ended and the period from
reactivation,  January 1,  1997,  to  December  31,  2002,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has incurred  losses from operations and has
liquidity issues which raise  substantial doubt about its ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 1. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.




                                              /s/ JAMES C. MARSHALL
                                              --------------------------------
                                                  JAMES C. MARSHALL, CPA, P.C.
Scottsdale, Arizona
April 14, 2003


                                                F-2

                                       39
<PAGE>


                                QUIET TIGER, INC.
                           CONSOLIDATED BALANCE SHEET
                         ( A Development Stage Company)
                                December 31, 2003


                                     ASSETS
                                     ------
CURRENT ASSETS:
   Cash                                                        $          840

OTHER ASSETS:
   Equipment held for sale                                            100,000
   Deposits                                                            10,650
                                                              ---------------
Total assets                                                   $      111,490

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


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
CURRENT
   Accounts payable                                            $       49,301
   Debenture payable                                                   25,000
   Accrued interest payable                                             1,582
   Due to affiliates                                                  498,787
                                                              ---------------
Total current liabilities                                             574,670
                                                              ---------------

STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock, $.01 par value,
   5,000,000 shares authorized, none issued
Common stock, $.001 par value, 350,000,000 shares
   authorized, 55,432,778 issued and outstanding                       55,433

Additional paid-in capital                                          7,408,951
Additional paid-in capital stock options                              100,500
(Deficit) accumulated during the development stage                 (8,028,064)
Total stockholders' equity (deficit)                                 (463,180)
                                                              ---------------

Total liabilities and stockholders' equity                     $      111,490
                                                              ---------------

See accompanying notes to these consolidated financial statements.


                                      F-3

                                       40
<PAGE>


                                QUIET TIGER, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<table>
<caption>
                                                                         Cumulative
                                                                        amounts from
                                                                           January
                                        For the 12 months ended           1,1997 to
                                      -----------------------------      December 31,
                                          2003            2002               2003
                                      -------------    ------------     --------------
<S>                                        <C>             <C>                <C>
REVENUES
Floppy disk sales                          $     0         $     0         $   56,094
                                      -------------    ------------     --------------
Total Revenue                                    0               0             56,094

COST OF SALES
Cost of floppy disk sales                        0               0            (52,265)
                                      -------------    ------------     --------------
Total Cost of Sales                              0               0            (52,265)

Gross Profit                                     0               0              3,829

OPERATIING EXPENSES
Impairment on equipment                    900,000       3,033,309          3,933,309
Impairment on intellectual property        674,629               0            674,629
General and administrative                 260,501         440,394          1,284,063
Depreciation                                     0           2,488             17,092
                                      -------------    ------------     --------------
Total Operating Expenses                 1,835,130       3,476,191          5,909,093

OTHER (INCOME) EXPENSE
Interest expense                             4,751               0             13,729
Interest revenue                                 0         (15,125)           (48,266)
                                      -------------    ------------     --------------
Total Non-Operating expenses                 4,751        (15,125)           (34,537)

                                      -------------    ------------     --------------
(Loss) from continuing operations       (1,839,881)     (3,461,066)        (5,870,727)


DISCONTINUED  OPERATION
(Loss) from discontinued                         0               0           (508,220)
   operation, net

Loss from impairment of assets                   0               0         (1,557,702)
   on discontinued operation

Loss on disposal of discontinued
   Operation, net                                0               0            (91,415)
                                      ------------------------------------------------
 Loss from discontinued operations               0               0         (2,157,337)
                                      ------------------------------------------------
NET (LOSS)                             $(1,839,881)     $(3,461,066)      $(8,028,064)
                                      ================================================

(LOSS) INCOME PER SHARE:
   (Loss) per share from continuing      $   (0.03)      $   (0.09)
      operation

   (Loss) per share from
      discontinued operation                  0.00            0.00
                                      -------------    ------------

   (Loss) per share                     $   (0.03)      $   (0.09)
                                      -------------    ------------

WEIGHTED AVERAGE SHARES OUTSTANDING:
   Basic and Diluted                    54,363,169      37,349,058
                                      -------------    ------------
</table>


See accompanying notes to these consolidated financial statements.
                                       F-4


                                       41
<PAGE>


                                QUIET TIGER, INC.
                         ( A Development Stage Company)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<table>
<caption>
                                                                           (Deficit)                 Additional
                                                                            Accumulated              Paid-In
                                             Common Stock      Additional   During                   Capital
                                       ----------------------   Paid-In     Development   Treasury   Stock
                                         Shares        Amount    Capital    Stage         Shares     Options    Total
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
<S>                                          <C>        <C>         <C>          <C>         <C>       <C>         <C>
Balance January 1, 1997                    493,593      $ 494   $ 504,154    $ (504,648)                        $        0
Reclassification of deficit pursuant
  to quasi reorganization                                        (504,648)      504,648                                  0
Sale of common stock and warrants
  pursuant to private placement at
  $.31 per unit                          1,599,036      1,600     498,400                                          500,000
Issuance of common stock for services
  issued for $.31 per share                159,906        160      49,840                                           50,000
Sale of common stock and warrants
  pursuant to private placement at
  $.78 per unit                          1,279,223      1,279     998,721                                        1,000,000
Costs of private placement offerings                              (52,869)                                         (52,869)
Issuance of common stock for property,
  valued at $.21 per share.              1,439,129      1,439     298,561                                          300,000
Issuance of common stock warrants
  for offering costs                                                4,545                                            4,545
Issuance of stock options                                           2,332                             100,500      102,832
Net (loss)                                                                     (199,232)                          (199,232)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
Balance December 31, 1997                4,970,887      4,972     1,799,036    (199,232)         0    100,500    1,705,276
Issuance of common stock for services
  issued for $.31 per share                137,514        137      42,863                                           43,000
Exercise of common stock warrants for
  cash at $.31 per share                 1,320,804      1,321     411,679                                          413,000
Net (loss)                                                                   (1,456,553)                        (1,456,553)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
Balance December 31, 1998                6,429,205      6,430   2,253,578    (1,655,785)         0    100,500      704,723
Conversion of payables to common stock
  by officers, valued at $.35 per share    127,795        127      44,826                                           44,953
Forgiveness of debt by officer/director                            22,000                                           22,000
Return of common stock by
  officers/directors                      (511,698)      (512)        512                                                0
Net (loss)                                                                     (435,547)                          (435,547)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
Balance December 31, 1999                6,045,302      6,045     2,320,916  (2,091,332)         0    100,500      336,129
Issuance of common stock in public
  offering                               1,786,741      1,787     298,213                                          300,000
Cost of public offering                                           (12,456)                                         (12,456)
Net (loss)                                                                      (68,366)                           (68,366)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
Balance December 31, 2000                7,832,043      7,832   2,606,673    (2,159,698)         0    100,500      555,307
Shares issued for media production
  equipment                             12,007,252     12,007   3,837,993                                        3,850,000
Shares purchased in private placement      155,938        156      49,844                                           50,000
Shares issued under Note                 1,871,260      1,871     598,129                                          600,000
Secured Note receivable                                (1,871)   (598,129)                                        (600,000)

                                       42
<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - continued

Shares issued for services                 182,447        183      58,317                                           58,500
Acquisition  of shares from sale of oil
properties                                                                                 (75,777)                (75,777)
Net (loss)                                                                     (567,419)                          (567,419)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
Balance December 31, 2001               22,048,940     20,178   6,552,827    (2,727,117)   (75,777)   100,500    3,870,611
Shares issued for services               1,292,227      1,292     206,536                                          207,828
Shares issued for expenses                 106,119        106      28,207                                           28,313
Shares issued for intellectual property 23,837,710     23,838     650,791                                          674,629
Cancellation  of  shares  issued  under
  secured note                          (1,871,260)                                                                      0
Acquisition  of  treasury   shares  for
  interest under cancelled secured note                                                    (50,114)                (50,114)
Cancellation of treasury shares           (452,627)      (453)   (125,438)                 125,891                     0
Net (loss)                                                                   (3,461,066)                        (3,461,066)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------
Balance December 31, 2002               44,961,109     44,961   7,312,923    (6,188,183)         0    100,500    1,270,201
Shares purchased in private placement      265,957        265       4,735                                            5,000
Shares issued for services              10,150,000     10,150      91,350                                          101,500
Shares   issued   in   rounding   for
  forward split                             55,712         57         (57)                                               0
Net (Loss) for the year ended  December
  31, 2003                                                                   (1,839,881)                        (1,839,881)
                                       -----------   --------  ----------  ------------  ---------  ---------  -----------

                                        55,432,778     55,433   7,408,951    (8,028,064)         0    100,500     (463,180)
                                       ===========   ========  ==========  ============  =========  =========  ===========
</table>

See accompanying notes to these consolidated financial statements.

                                       F-5

                                       43
<PAGE>


                                QUIET TIGER, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
<table>
<caption>

                                                                  For the years ended         Cummulative from
                                                                      December 31,             January 1, 1997
                                                             -------------------------------   (Inception ) to
                                                                  2003             2002          Dec. 31, 2003
                                                             ------------------------------- ------------------
<S>                                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) for the period                                    $  (1,839,881)   $   (3,461,066)    $   (8,028,064)
  Adjustments to reconcile net cash used by operations:
    Loss from discontinued operation, net                                                               508,220
    Impairment of assets on discontinued operation                                                    1,557,702
    Loss on sale of discontinued operation                                                               91,415
    Impairment of equipment                                        900,000         3,033,309          3,933,309
    Impairment of intellectual property                            674,629                              674,629
    Depreciation                                                         0             2,488             17,092
    Fair value of stock options issued                                   0                              102.832
    Common stock issued for services                               101,500           236,141            534,094
    Treasury stock received for interest                                 0           (50,114)           (50,114)
    Forgiveness of payable by officer/director 22,000
Changes in assets andliabilities:
    (Increase)/decrease  in  receivable from affiliates                  -            34,989                  -
    (Increase)/decrease  in  prepaid expenses                            -            49,500                  -
    (Increase)/decrease  in  deposits                              (10,650)                -            (10,650)
    (Increase)/decrease  in  equipment                                   -           (32,000)           (32,000)
    Increase/(decrease) in accounts payable                        (59,626)           54,630             44,965
    Increase/(decrease) in payable to affiliates                   203,286           132,123            478,427
    Increase/(decrease) in accrued interest                          1,582                                1,582
                                                             ------------------------------- ------------------
Net cash (used) by operating activities                            (29,160)                -           (154,561)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for equipment & tenant improvements                            -                 -           (168,402)
                                                             ------------------------------- ------------------
Net cash (used) in investing activities                                  -                 -           (168,402)
                                                             ------------------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of debenture payable                             25,000                               25,000
Proceeds from exercise of common stock warrants                                                         413,000
Proceeds from sale of common stock                                   5,000                            1,805,000
Cash paid for offering costs                                                                            (60,780)
Proceeds from sale of common stock under note                            -                 -             50,000
                                                             ------------------------------- ------------------
Net cash provided by financing activities                           30,000                 -          2,232,220
                                                             ------------------------------- ------------------

Cash (used)  from discontinued operations                                -                 -         (1,908,417)

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

                                       44
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOW - continued

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Issuance of common stock for equipment                                                               $3,850,000
Acquisition of 236,331 treasury stock shares in sale                                                    $75,777
  of discontinued operation.
Acquisition of 1,871,260 treasury stock shares in $600,000
  cancellation of note receivable.
Acquisition of 156,297 treasury stock shares in $50,114
    cancellation of interest on note receivable.
Issuance of common stock for intellectual property                                  $674,629           $674,629
Cancellation of 392,628 treasury shares                                            ($125,891)         ($125,891)
Cancellation of 1,871,260 treasury shares                                                             ($600,000)
</table>

See accompanying notes to these consolidated financial statements.

                                       F-6

                                       45
<PAGE>


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION


During the years ended December 31,  1997,1998,1999,2000,2001,2002  and 2003 the
Company paid cash for interest of $6,247,  $0,  $2,137,  $262,  $332, $0 and $60
respectively.


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES


During the year ended December 31, 1997, the Company:

o    issued  1,439,129  shares of common  stock,  valued at  $300,000  ($.21 per
     share), as partial consideration for unproved oil and gas properties.

o    issued 424,152 options to purchase common stock to officers,  directors and
     consultants, valued at $102,832.

o    issued 159,906 shares of common stock for services, valued at $50,000 ($.31
     per share).

o    issued  112,275  warrants  to  purchase  shares of common  stock as partial
     consideration  for finder's fees in conjunction with the private  placement
     sale of common stock, valued at $4,545.

During the year ended  December 31, 1998,  the Company  issued 137,514 shares of
common stock for services, valued at $43,000 ($.31 per share).


During the year ended December 31, 1999, the Company issued an aggregate 127,795
shares of common stock to officers for accounts payable, valued at $44,953 ($.35
per share); and an officer/director forgave $22,000 in accounts payable.

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.  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.



                                       F-7

                                       46
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOW-continued

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES-cont.


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 result of the forward split from the previous year.

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.

























The accompanying notes are an integral part of the financial statements


                                       F-8

                                       47
<PAGE>


NOTE 1 - ORGANIZATION AND BUSINESS


During the year 2000 Fan Energy Inc. (the  "Company") was an independent  energy
company  engaged in the  development,  exploration  and  acquisition  of oil and
natural gas reserves in the western United States. 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  named Eastern Star,  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.  The name of the  corporation was changed to Fan
Energy Inc. in December 1997. 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.

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.

Its  principal  activities  had been  raising  capital  through  the sale of its
securities,  acquiring  undivided  minority interests in two oil and natural gas
exploratory  prospects in California  for cash and common stock and one prospect
in Wyoming,  and commencing the drilling of exploratory and development wells on
these  properties.  During 1999 through 2001 revenue from oil and gas production
was received from two wells.  On December 1, 2001 the Company agreed to sell all
of its  assets  related  to the  oil  and  natural  gas  industry  to an  entity
controlled by a director of the Company.  The transaction  was deemed  effective
December 1, 2001,  and  included  all of the  Company's  undivided  interests in
producing natural gas wells and adjacent acreage in California and the Company's
undivided interest in oil and gas leaseholds,  geophysical  exploratory data and
other nominal assets. Following the transaction,  the Company had no interest in
any oil or  natural  gas  assets of any  nature.  The buyer  assumed  all of the
obligations  of  the  Company  to  pay  approximately   $13,500  in  outstanding
liabilities  relating to the oil and natural gas properties  transferred and any
future contingent liabilities including well closure,  remediation and clean-up,
and surrendered 236,331 restricted shares of the Company's common stock owned of
record and beneficially by the director to the Company.  The deemed value of the
shares  received was $75,777 and the Company  recorded a loss on the transaction
of $91,415. The disinterested  members of the Board of Directors of the Company,
following an independent evaluation of the properties,  approved the transaction
unanimously.

The transaction  concluded the Company's involvement in the oil and gas business
segment. Furthermore, the Company has no intention to become involved in the oil
and gas business at any future time.

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

                                      F-9

                                       48
<PAGE>


NOTE 1 - ORGANIZATION AND BUSINESS - continued


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
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  which it believes is the market
value of the equipment.

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

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

                                      F-10

                                       49
<PAGE>

NOTE 1 - ORGANIZATION AND BUSINESS-continued

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.

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.

During the second quarter of 2003, the Company  decided to discontinue its media
production  operation by selling all equipment  related  thereto.  In accordance
with  generally  accepted  accounting   principles,   this  will  represent  the
discontinuance  of a segment  of  business  in the second  quarter of 2003.  The
Company anticipates using any cash proceeds from the sale for operations.

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  which it believes is the market
value of the equipment.

The  Company  is in the  development  stage  and  has not  realized  significant
revenues from its planned  operations.  As such, the Company, as of December 31,
2003 has incurred net operating losses since reactivation as a development stage
company of $8,028,064 and has a deficit working capital of $573,830 which is not
sufficient working capital to fund its planned operations during the next twelve
months.

The Company has written down its media production equipment to its estimated net
realizable value.

Additional  funding  will be  required  to  effectively  market  MediaMax M4 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  disk
manufacturing  equipment,  common  stock or  other  securities,  and  ultimately
achieving profitable operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RESTATEMENT OF SHARE AMOUNTS

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

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

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. All
share amounts in this entire report are stated post reverse of December 24, 2001
and post forward stock split of June 28, 2002 unless  otherwise  indicated.  The
Company has restated the prior  periods to reflect this share  consolidation  to
January 1, 1997.
                                      F-11

                                       50
<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

PRINCIPLES OF CONSOLIDATION

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

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 Compay's intangible
assets will be subject to amortization when put into productive use.

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.


EQUIPMENT

Equipment  and  Intellectual   property  were  originally  stated  at  cost  and
subsequently  impaired to reflect  their fair value.  The  equipment is held for
sale. 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
equipment.  The  estimated  depreciable  lives  range  from  3 to 10  years  for
machinery, equipment and fixtures.


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.


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.

                                      F-12

                                       51
<PAGE>


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(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 supplementally the pro
forma effects on net income and earnings per share of using the new  measurement
criteria.

The  Company did not issue any stock  options or  warrants  during 2002 or 2003.
During 2003 the Company issued a debenture convertible into common stock. Common
stock equivalents outstanding at December 31 were as follows:

<table>
<caption>
                                                      At December 31,
                                            2002                       2003
                                    # of    Exercise Price       # of    Exercise Price
                               common shares  per share     common shares  per share
<S>                                  <C>        <C>                <C>        <C>
Outstanding Warrants convertible
 into common stock

Warrants issued Oct. 31,1997  (1)    736,032     $.24                none     none
Warrants issued Dec. 29, 2001 (2)  1,871,260     $.16                none     none

Outstanding stock options convertible
 into common stock

Options issued Oct. 30, 1997 (3)     106,038     $.56             106,038     $.56
Options issued Oct. 30, 1997 (4)     249,501     $.22                none     none

Debenture payable convertible
 into common stock

Debenture issued Feb. 12, 2003 (5)      none     none             886,073     $.03
</table>

     (1)  All warrants issued expired unexercised on March 31, 2003.
     (2)  All warrants issued expired unexercised on June 20, 2003.
     (3)  All options are exercisable and expire on October 30, 2007.
     (4)  On January  5,2003,  155,938  options  expired and on January  20,2003
          93,563 options expired.
     5)   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.

                                      F-13

                                       52
<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

NEW TECHNICAL PRONOUNCEMENTS

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

     In November  2002, the FASB issued FASB  Interpretation  No. 45 ("FIN 45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others." FIN 45 expands on the accounting
guidance  of  SFAS  No.  5,  57 and  107 and  incorporates  without  change  the
provisions  of FASB  Interpretation  No. 34, which is being  superceded.  FIN 45
elaborates on existing  disclosure  requirements for most guarantees,  including
standby letters of credit.  It also clarifies that guarantees must be recognized
as an initial  liability  for fair value,  or market value,  of the  obligations
assumed  under the  guarantee  and that this  information  must be  disclosed in
interim and annual financial  statements.  FIN 45 applies on a prospective basis
to guarantees issued or modified after December 31, 2002. The adoption of FIN 45
did not have a material effect on the Company's financial position or results of
operations.

     In December 2002, FASB issued Statement No. 148 (SFAS No. 148), "Accounting
for  Stock-Based  Compensation  -- Transition  and Disclosure -- An Amendment of
FASB  Statement  No.  123." SFAS No. 148 amends  SFAS No. 123,  "Accounting  for
Stock-Based  Compensation," to provide  alternative  methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.   In  addition,  SFAS  No.  148  amends  the  disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
Company is required to follow the  prescribed  format and provide the additional
disclosures  required by SFAS No. 148 in its annual financial statements for the
year ended  December  31,  2002 and must also  provide  the  disclosures  in its
quarterly reports containing  condensed financial statements for interim periods
beginning  with the quarterly  period ended March 31, 2003. The adoption of SFAS
No. 148 did not have a material  effect on the Company's  financial  position or
results of operations.

     In January  2003,  the FASB issued FIN No. 46,  "Consolidation  of Variable
Interest Entities" ("FIN 46") which is an interpretation of Accounting  Research
Bulletin No. 51, "Consolidated Financial Statements." FIN 46 requires a variable
interest  entity (VIE) to be  consolidated by a company that is considered to be
the primary  beneficiary  of that VIE. In December 2003, the FASB issued FIN No.
46 (revised December 2003),  "Consolidation of Variable Interest Entities" ("FIN
46-R") to address certain FIN 46 implementation  issues. The effective dates and
impact of FIN 46 and FIN 46-R for our consolidated  financial  statements are as
follows:

1.   Special  purpose  entities  ("SPEs")  created prior to February 1, 2003. We
     must apply either the provisions of FIN 46 or early adopt the provisions of
     FIN 46-R at the end of the first interim or annual  reporting period ending
     after  December 15, 2003. We have  completed our  assessment and determined
     that we have no SPE's.

                                      F-14


                                       53
<PAGE>


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.   Non-SPEs  created  prior to February 1, 2003.  We are required to adopt FIN
     46-R at the end of the first  interim  or annual  reporting  period  ending
     after March 15, 2004. While not required, we could elect to adopt FIN 46 or
     FIN 46-R for these  non-SPEs  as of the end of the first  interim or annual
     reporting  period ending after  December 15, 2003. We have not entered into
     any material joint venture or partnership  agreements  prior to February 1,
     2003.

3.   All entities,  regardless of whether a SPE, that were created subsequent to
     January 31, 2003. We are required to apply the  provisions of FIN 46 unless
     we elect to early adopt the  provisions of FIN 46-R as of the first interim
     or annual  reporting  period  ending after  December 15, 2003. If we do not
     elect to early  adopt FIN 46-R,  then we are  required to apply FIN 46-R to
     these  entities  as of the end of the first  interim  or  annual  reporting
     period  ending after March 15, 2004.  We have not entered into any material
     joint venture or partnership  agreements subsequent to January 31, 2003 and
     we do not  expect to enter  into any such  material  agreements  during our
     first  interim  period  ended  January  31,  2004.  If we  enter  into  any
     significant  joint  venture and  partnership  agreements in the future that
     would  require  consolidation  under  FIN 46 or FIN 46-R,  it could  have a
     material impact on our consolidated financial statements in future filings.

EITF  00-21,  "Revenue  Arrangements  with  Multiple  Deliverables,"  was  first
discussed at the July 2000 EITF meeting and was issued in February 2002. Certain
revisions  to the  scope  language  were  made and  finalized  in May  2003.  It
addresses  the  accounting  for multiple  element  revenue  arrangements,  which
involve more than one deliverable or unit of accounting in  circumstances  where
the delivery of those units takes place in different  accounting  periods.  EITF
00-21 requires  disclosures of the accounting policy for revenue  recognition of
multiple  element  revenue  arrangements  and the nature and description of such
arrangements.  The  accounting  and  reporting  requirements  are  effective for
revenue  arrangements  entered into in fiscal periods  beginning  after June 15,
2003. Adoption of EITF 00-21 does not have a significant impact on our financial
statements.

     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.

                                      F-15

                                       54
<PAGE>


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     In December of 2003,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 132 (Revised) ("Revised SFAS 132"),  "Employer's  Disclosure about
Pensions and Other Postretirement Benefits." Revised SFAS 132 retains disclosure
requirements in original SFAS 132 and requires additional  disclosures  relating
to assets,  obligations,  cash flows and net periodic benefit cost. Revised SFAS
132 is effective  for fiscal years ending after  December 15, 2003,  except that
certain  disclosures  are effective for fiscal years ending after June 15, 2004.
Interim period  disclosures  are effective for interim  periods  beginning after
December  15,  2003.  The  adoption  of SFAS No.  132  (Revised)  did not have a
material effect on the Company's financial position or results of operations.


NOTE 2--ASSET IMPAIRMENT CHARGES


In accordance  with SFAS No. 144,  "Accounting  for the Impairment of Long-Lived
Assets" the Company's disk  manufacturing  segment recorded an impairment charge
during 2002 of $3,033,309  and $900,000  during 2003 relating to the  equipment.
The  Company  determined  that  the  revenue  potential  of this  equipment  was
impaired,  since  it now  believes  that  the  market  for  this  technology  is
significantly less than previously  projected.  The impairment charge represents
the  difference  between the carrying value of the assets and their market value
based on estimated future discounted cash flows. The charge had no impact on the
Company's  cash flow or its  ability to generate  cash flow in the  future.  For
2003,  the  impairment  charge is  included  in the  consolidated  statement  of
earnings under the caption "Impairment on equipment."

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  which it believes is the market
value of the equipment.


NOTE 3 - EQUIPMENT


During the second quarter of 2003,  the Company  decided to sell all floppy disk
manufacturing  equipment. As a result of the projected discounted cash flow, 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        $3,812,211            $ 103,510
  Computers                      81,636            81,636                    0
                        ---------------     -------------        -------------
                              3,997,357         3,893,847              103,510
Less: accumulated
  depreciation                    3,510                 0                3,510
                        ---------------     -------------        -------------
                             $3,993,847        $3,893,847           $  100,000
                        ===============     =============        =============

Depreciation  Expense for the period ended December 31, 2003 and 2002 was $0 and
$2,488, respectively.
                                      F-16

                                       55
<PAGE>


NOTE 4 - 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, 2003,  the Company had net  operating  losses of  approximately
$3,419,000.  Realized net operating loss  carryforwards  expire between 2017 and
2022 unless utilized by the Company.

At December  31, 2003 and 2002,  deferred tax assets  consist of the  following:
[OBJECT OMITTED]

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
                                             -----------
Total net operating loss available           $ 3,419,000
                                             ===========

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, 2003, there are  approximately  $4,608,000 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.










                                      F-17

                                       56
<PAGE>


NOTE 5 - COMMITMENTS AND CONTINGENCIES


Operating Lease


The Company  leases office space  pursuant to a  noncancelable  operating  lease
agreement.  Future minimum lease  payments  pursuant to the lease as of December
31, 2003 were as follows:

2004       $40,525

2005        42,304

2006         7,100
          --------

           $89,929
          ========

     Rent expense was $26,032 for the year ended December 31, 2003.


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.

NOTE 6 - 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.
                                      F-18

                                       57
<PAGE>

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

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. 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.

                                      F-19

                                       58
<PAGE>

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

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.

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.
                                      F-20

                                       59
<PAGE>

NOTE 6 - 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.


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.

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
                         =========   ==========    ==========    =============

                                      F-21

                                       60
<PAGE>

NOTE 6 - STOCKHOLDERS' EQUITY (continued)

The  weighted  average  remaining  contractual  life of options  outstanding  at
December 31, 2003 was 3.8 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 2003 and 2002 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 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 7 - RELATED PARTY TRANSACTIONS

On May 3, 2002 the Company  issued  23,837,710  restricted  shares of its common
stock to Project  1000,  Inc.,  "P1",  a wholly  owned  subsidiary  of  SunnComm

                                      F-22
                                       61
<PAGE>

NOTE 7 - RELATED PARTY TRANSACTIONS-continued

Technologies Inc., for all the rights and the intellectual  property  pertaining
to "Digital Content Cloaking Technology(TM)",  known as MediaCloQ resulting in a
change of control of the Company. The intellectual  property was recorded at the
sellers  cost and  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.

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 to certain  officers  and  directors  at a deemed  value of $236,141  for
$163,378 of accrued and unpaid  expenses  and  services at December 31, 2001 and
$72,763 of services and un-reimbursed expenses in 2002 rendered through June 15,
2002.

During  the fourth  quarter of 2002,  Quiet  Tiger Inc.  agreed to a  management
agreement with  SunnComm,Inc.  effective June 15, 2002. This agreement  required
Quiet Tiger Inc. to pay SunnComm,Inc. $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 effectively  canceled at December 31, 2002. At December
31, 2002,  Quiet Tiger Inc. owed  SunnComm,Inc.  $162,500 under the terms of the
agreement.

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.

NOTE 8 - SEGMENT REPORTING


In June 1997,  SFAS No. 131,  "Disclosure  about  Segments of an Enterprise  and
Related  Information" was issued for a public enterprise to report financial and
descriptive  information  about its  reportable  operating  segments.  Operating
segments, as defined in the pronouncement, are components of an enterprise about
which separate financial information is available that is evaluated regularly by
the Company in deciding how to allocate resources and in assessing  performance.
The financial  information  is required to be reported on the basis that is used
internally  for  evaluating  segment  performance  and  deciding how to allocate
resources to segments. The Company has adopted SFAS No. 131.

Until  January  2001,  the  Company  had  one  reportable  segment,  oil and gas
producing  activities.  The Company had concentrated its oil and gas exploration
and development activities in the western United States, primarily in California
and Wyoming. All activities in this segment were with industry partners

                                      F-23

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NOTE 8 - SEGMENT REPORTING-continued

The Company had no oil and gas  producing  activities  during 2002.  The Company
earned  revenue from its oil and gas  activities  of $207,918 for the year ended
December 31, 2001.  Operating  expenses of $242,788 for the year ended  December
31, 2001 were  attributable  to this segment.  None of the  Company's  assets at
December 31, 2001 were  attributable  to the oil and gas activities as they were
sold on December 1, 2001.

During 2001, the Company had two reportable segments,  the oil and gas producing
activities  until  December 1, 2001, and floppy disk  manufacturing  activity at
December 31, 2001. The Company's total assets at December 31, 2001 was 4,088,287
which was all attributable to the floppy disk manufacturing  activity.  Revenues
during  2001  attributable  to the  manufacturing  operation  were  $56,094  and
operating expenses and cost of sales were $530,037.

On December 1, 2001, the Company sold all of its producing and non-producing oil
and gas  properties  to a  director  of the  Company.  The oil and gas  business
segment  was sold for $89,277  which  resulted in a loss on the sale of $91,415.
The  results  of the  oil  and  gas  business  segment  has  been  reflected  as
discontinued operation in the accompanying consolidated financial statement.

The historical operating results of the discontinued operation are as follows:

                                                              Cumulative from
                                                        Inception (Jan. 1, 1997)
                                                                     to
                                       2001          2000     December 31, 2001
                                  ------------  -----------  ---------------

Net revenue                         $   91,656   $  141,049     $    400,148
(Loss) from discontinued operation,
  Net of income taxes               $ (156,285)  $  (38,104)    $ (2,157,337)

The  disposition  of the oil and gas  operation  represents  the  disposal  of a
business  segment under  Accounting  Principles Board ("APB") Opinion Number 30.
Accordingly, results of this operation have been classified as discontinued, and
prior periods have been restated,  including the  reallocation of fixed overhead
charges.

At December 31, 2002, the Company did not have any assets related to the oil and
gas business  segment;  however,  it had  liabilities  incurred  during 2001 for
consulting expenses totaling $4,337.

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 2002, the Company reduced the net realizable sales value to $1,000,000 on
the floppy disk burnishing  equipment.  During 2003, the Company further reduced
the net realizable  sales value to $100,000.  During the second quarter of 2003,
the Company decided to sell the disk manufacturing equipment and discontinue its
operation.

The  Company  did not  generate  any  revenues  during  2002 and 2003.  Expenses
incurred   directly   related  to  the   marketing  and  overhead  of  its  disk
manufacturing  segment were $53,856 and $6,600 for the years ended  December 31,
2002 and 2003.
                                      F-24

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NOTE 9 - 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 10 SUBSEQUENT EVENTS

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

On February 2, 2004, the Company issued of 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.

Also on February 2, 2004, the Company entered into subscription  agreements with
two accredited investors to issue a total of 13,958,333 restricted common shares
for  $450,000 in cash.  As of March 30, 2004 under the terms of the  agreements,
the Company received  $325,000 in cash and issued  10,833,333  restricted common
shares.  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  share  holders  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

                                      F-25

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<PAGE>

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 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.

                                      F-26


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