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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

FORM 10-KSB/A


(Mark One)


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

For the fiscal year
ending December 31, 2003

OR

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



For the transition
period from _______________to _______________

Commission file
number 000-27487

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INTERNATIONAL SPORTS AND MEDIA GROUP,
  INC. (Name of small business
  issuer in its charter)


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|                                                                            |  |                                                                
|--------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|Nevada                                                                      |  | 88-0350156                                                     
|(State
    or other jurisdiction of
    incorporation or organization)      |  | (I.R.S.
    Employer
    Identification No.)                   
|3803
    Mission Blvd. Suite 290         
                 92109           
|(Address of principal executive offices)           
    Zip Code           
|                                                                            |  |                                                                
|Registrant's telephone number, including area code:    
     (858) 488-7775
|                                                                            |  |                                                                
|Title of each class                                                         |  | Name of each
    exchange of which
    Each class is registered
|None.                                                                       |  | NASD OTC Bulletin
    Board                                    
|                                                                            | 
|Securities to be registered under
      Section 12(g) of the Act:          
|Common Stock, $0.001par value
      (Title of Class)                       

Check whether the Issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X ] No[ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most fiscal year: $14,308.00
The aggregate market value of the voting stock held by non affiliates computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock as of March 30, 2004 was $0.04, based on the last
sale price of $0.04 as reported by the NASD Over-The-Counter Bulletin Board.
As of March 30, 2004, Registrant had outstanding 73,983,730 shares of common
stock, its only class of common equity outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]

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International
  Sports and Media Group, Inc.


TABLE OF CONTENTS


PAGE NUMBERPART I
      
      
      1ITEM 1.
      
      DESCRIPTION OF BUSINESS
      1Forward-Looking Statements
      1Background
      1Overview
      2Marketing
      9Competition
      10Government Regulation
      12Employees
      13Insurance
      13Intellectual Property
      13ITEM 2.
      
      DESCRIPTION OF PROPERTY
      13ITEM 3.
      
      LEGAL PROCEEDINGS
      13ITEM 4.
      
      SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
      14PART II
      
      
      15ITEM 5.
      
      MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS
      15Market Information
      15Holders
      15Recent Sales of Unregistered
      Securities
      15Dividends
      16ITEM 6.
      
      MANAGEMENT'S DISCUSSION AND ANALYSIS
      OR PLAN OF OPERATION
      16Year Ended December 31, 2003
      Compared to Year Ended December 31, 2002
      17Liquidity and Capital Resources
      18Critical Accounting Policies
      19Recent Accounting Pronouncements
      20ITEM 7.
      
      FINANCIAL STATEMENTS
      22ITEM 8.
      
      CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
      22ITEM 8. A
      
      CONTROLS AND PROCEDURES
      22PART III
      
      
      23ITEM 9.
      
      DIRECTORS AND EXECUTIVE OFFICERS,
      PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
      EXCHANGE ACT
      23Officers and Directors
      23Background Information
      23Indemnification
      24ITEM 10.
      
      EXECUTIVE COMPENSATION
      24Summary Compensation Table
      24Director Compensation
      25Employment Agreements
      25ITEM 11.
      
      SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
      25ITEM 12.
      
      CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
      26ITEM 13.
      
      EXHIBITS AND REPORTS ON FORM 8-K
      27ITEM 14.
      
      PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
      28Relationship with Independent
      Auditors
      28Audit Fees
      28Audit-Related Fees
      28Tax Fees
      28FINANCIAL STATEMENTS
      F-1SIGNATURESCERTIFICATIONS


PART I ITEM 1.
  DESCRIPTION OF BUSINESSForward-Looking Statements
    This Annual Report on Form 10-KSB, including "Management's
  Discussion and Analysis of Financial Condition and Results of Operations" in
  Item 7, contains forward-looking statements that involve risks and
  uncertainties, as well as assumptions that, if they never materialize or prove
  incorrect, could cause the results of International Sports and Media Group,
  Inc. and its consolidated subsidiary's ("the Company") to differ materially
  from those expressed or implied by such forward-looking statements. All
  statements other than statements of historical fact are statements that could
  be deemed forward-looking statements, including any projections of revenue,
  costs or other financial items; any statements of the plans, strategies and
  objectives of management for future operations; any statement concerning
  proposed new products, services, developments or industry rankings; any
  statements regarding future economic conditions or performance; any statements
  of belief; and any statements of assumptions underlying any of the foregoing.
  The risks, uncertainties and assumptions referred to above include but are not
  limited to the items discussed in "Factors that Could Affect Future Results"
  set forth in "Management's Discussion and Analysis of Financial Condition and
  Results of Operations" in Item 7 of this report. The Company assumes no
  obligation and does not intend to update these forward-looking statements.Background
    International Sports & Media Group, Inc. ("the Company") was
  incorporated on December 12, 1995, under the laws of the State of Nevada under
  the name Roller Coaster, Inc. The Company engaged in no operations prior to
  February 10, 2000. On February 10, 2000, the Company issued 5,284,369 shares
  of its previously un-issued common stock to the shareholders of San Diego
  Soccer Development Corporation, a California company ("SDSDC"), in exchange
  for all of the issued and outstanding shares of SDSDC as part of a merger
  transaction. In December 1999, the Board of Directors of SDSDC had unanimously
  agreed to a merger with the Company, which was then a publicly-traded
  corporation with no operations or tangible assets. The merger was approved by
  a vote of shareholders on February 7, 2000. Following the merger, the Company
  assumed SDSDC's reporting obligations under the Securities Exchange Act of
  1934. The Articles of Incorporation of Rollercoaster, Inc. were subsequently
  amended to change its name to San Diego Soccer Development Corporation. 
    SDSDC was founded in 1997 to develop, own and run a
  professional soccer team in San Diego, California, with the ultimate goal of
  becoming a Major League Soccer franchise. In November 1997, SDSDC purchased
  the San Diego Flash, an "A" League soccer franchise in the United Soccer
  Leagues for a combination of cash and common stock then valued at US $150,000.
  In December 1999, SDSDC acquired a Division 3 soccer franchise, the Riverside
  Elite, for cash of US $30,000. The San Diego Flash played three seasons,
  through 2000, and the Riverside Elite played the 2000 season. At the
  conclusion of the 2000 season, the Company ceased its soccer operations and
  withdrew its teams from competition owing to the high costs associated with
  operations relative to the revenues being generated. In 2001, ownership of the
  Riverside Elite team was forfeited back to the league, while the San Diego
  Flash continues to operate as an amateur team though it is no longer
  affiliated with the United Soccer Leagues.
    Following the cessation of the soccer operations, the Company
  was inactive during most of calendar 2001. In November 2001, we resumed
  operations under a new operating strategy and began doing business as Soccer
  Development of America. In 2002, we commenced development of a monthly 1  soccer publication,
  "90:00 Minutes Soccer Magazine," which earned revenues through advertising,
  subscriptions and newsstand sales. We published the premier issue of "90:00
  Minutes" in July 2002 and the first monthly issue followed in September 2002.
  On October 27, 2003, we entered into an agreement with LiveWire Sports Group,
  Inc. ("LiveWire") to transfer ownership of 90:00 Minutes Magazine to LiveWire
  in exchange for the cancellation of our US $19,740 debt to that company. We
  were under contract with LiveWire to publish the magazine. Costs of
  publication for the magazine were approximately US $30,000 per month, while
  revenues received from sales and advertising were approximately US $4,000. As
  part of our agreement with LiveWire, we transferred all intellectual property
  associated with the magazine to LiveWire, including the website located at
  www.90soccer.com. 
    We have a limited right to continue to solicit advertising
  for the magazine, and LiveWire will provide five full pages in the magazine
  per issue to be used by the Company or advertising obtained by the Company.
  Aside from an agreement with Fox Sports World, whereby Fox has agreed to
  sponsor the magazine, we will receive a commission of 90% of monies received
  from advertisers utilizing the five guaranteed pages and between 10% and 20%
  on all advertising thereafter. Fees due to Fox Sports World will be reimbursed
  to LiveWire by the Company should Fox Sports World elect to continue its
  sponsorship of the magazine.
    The sale of 90:00 Minutes Magazine came as part of a change
  in business plan adopted by the Company's Board of Directors. We believe that
  revenues from the sale of the magazine and advertising, when weighed against
  the costs of publication, made the disposition of the asset desirable. As part
  of the revised business plan, we have refocused our attention on four areas of
  business, including corporate communications, marketing, media and
  hospitality.
    We are currently working on the revision and implementation
  of our business plan with the objective of making the Company a premier global
  marketing and communications firm which offers a broad range of services to
  attract top clients and corporations. As part of the implementation of our new
  business plan and our broader focus, we have entered into several
  relationships in the past few months which we feel will aid us in achieving
  this goals. One of those relationships is with the Latin American Futbol
  Corporation ("LAFC"). We recently entered into a Marketing Services Consulting
  Agreement with LAFC, whereby LAFC will provide business development and
  operations support services, including handling contract negotiations. For
  more detailed information regarding our agreement with LAFC, see "LAFC
  CONSULTING AGREEMENT" below.
    In January 2004, we changed the name of the Company to
  "International Sports & Media Group, Inc." to better reflect our new business
  plan.OverviewPan American Relations
    On October 30, 2003, we formed a wholly-owned subsidiary, Pan
  American Relations, Inc., a California corporation ("PAR"). Prior to forming
  PAR, we had begun offering public relations services to businesses which are
  not soccer-related under the fictitious business name of Pan American
  Relations. PAR assumed the Company's obligations under contracts executed
  prior to its incorporation and to continue the public relations business to
  current and prospective customers. PAR's public relations services include
  defining the customer's communication strategy, drafting press releases,
  franchise development, operations overview, shareholder communications,
  investor relations programs, assistance with edgarizing and creating marketing
  materials. The objective of PAR is to create the look and feel for public
  companies that do not know how to market themselves to the investment
  community. 
    Pan American Relations develops comprehensive investor
  relations programs for emerging companies. The aim of these programs is to
  create and sustain shareholder value, increase market  2  awareness of client
  companies, as well as to broaden the existing investor base and manage
  expectations of corporate developments. We help emerging companies obtain
  market awareness by ensuring existing shareholders, potential investors and
  other members of the financial community are fully aware of the company's
  objectives, accomplishments and business plan. We also provide our clients
  with a full array of corporate advisory services to facilitate the achievement
  of growth objectives and financing requirements and to accelerate the process
  of developing shareholder value.Global Hospitality Group
    We formed Global Hospitality Group, a California corporation,
  in February 2004. Global Hospitality Group ("GHG") focuses on building working
  relationships with food and beverage owners, operators, suppliers and
  strategic partners to build a broad range portfolio in the Hospitality
  business, which currently include fast food operations. GHG entered into a
  license agreement with Haig International, Inc. ("Haig"), owner of the
  original The All American Burger, located in Los Angeles, California. Under
  the license agreement, GHG licenses the right to use the name and logo of The
  All American Burger, to establish The All American Burger restaurants, and to
  offer franchises for The All American Burger restaurants. The exclusive
  license agreement has a term of 15 years. We plan to open and operate new
  restaurants primarily in San Diego, Orange, and Los Angeles Counties. 
    The All American Burger restaurants will be offering a menu
  of food and beverages with a distinctive image. We believe that the
  distinctive logo and our sparkling clean Red, White, and Blue buildings will
  be instantly recognizable and will offer easy brand identification.
    The original The All American Burger ("AAB") established by
  Haig has proven itself by being in business in southern California for over 33
  years. With top-notch food and a second to none atmosphere, we feel it has the
  correct formula establish a nationwide brand and compete with the bigger
  companies. Most chain hamburger stands started out with little to offer and
  grew because of the quality of the product they offered. Media
    As part of our expanded business plan, we signed a public
  relations agreement with 24th June Public Relations, Inc., an India-based PR
  company which represents some top International Companies, to assist in public
  relations for ISMG including presentations, meetings, proposals, and marketing
  ISMG within India. We believe that companies in the entertainment industry
  present an opportunity for PAR, which can service their public relations
  needs. We are currently identifying other media projects domestically and
  overseas. In India, films are cheaper to produce but can be just as
  profitable, and we believe that the relationship with 24th Public Relations,
  Inc. will help us initiate relationships with Indian companies which require
  the services we provide. 
    India's movie industry is the world's most prolific, churning
  out about 1,000 films a year and providing a large section of the country's
  one billion-plus population with entertainment. According to the Hindustan
  Times, experts say the industry generated revenues of about 39 billion rupees
  ($856 million) in the last financial year that ended in March. The industry's
  international profile has been boosted by recent films with Indian themes such
  as Bend it Like Beckham and Monsoon Wedding, and the Bollywood hit Lagaan
  which won a 2002 Academy Award nomination. The cost of producing and marketing
  the average Indian film ranges from $2 million to $4 million, a fraction of
  the average cost of a Hollywood film that ranges from $70 million to $80
  million, industry observers say. We believe that this market presents a good
  opportunity for PAR to expand its public relations services. Golo Lotto
    On February 7, 2003, we entered into an Asset Purchase
  Agreement (the "Purchase Agreement") with Latin American Futbol Corporation
  ("LAFC"), whereby the Company agreed to purchase 51% of 3  the assets of Golo
  Lotto (a wholly-owned subsidiary of LAFC), an online internet gaming website
  that allows wagering on various sporting events around the world. The purchase
  price for the assets was contracted to be $47,000 in cash, plus 1,500,000
  shares of the Company's common stock. Under the Purchase Agreement, LAFC was
  entitled to 50% of the future net revenues generated by the Golo Lotto
  website. During the first quarter of 2003, we paid LAFC $20,000 in cash, and
  issued the negotiated 1,500,000 shares of common stock (valued at $75,000, or
  $0.05 per share). These payments, totaling $95,000, were classified as
  "deposit on asset purchase" in the Company's financial statements. Under the
  terms of the Purchase Agreement, we were required to pay the balance of
  $14,000 to LAFC by December 31, 2003, or become subject to the termination
  provisions of the contract which would allow LAFC to reclaim the assets of
  Golo Lotto and keep all monies paid by the Company. The final payment was made
  on October 10, 2003. 
    Golo Lotto is an online Internet gaming website that allows
  wagering on various sporting events around the world. Golo Lotto, a
  corporation registered through the Netherlands Antilles, offers a state of the
  art website (www.gololotto.com) that allows wagering on various sporting
  events from around the world, including over 27 different Soccer Leagues. Golo
  Lotto offers numerous payment methods and the most secure online system. There
  will be a full 24-hour customer service support team that will take calls from
  existing clients or those interested in registering and wagering. Golo Lotto
  was the first online lotto to support and sponsor professional clubs in Latin
  America, including Club Bucaramanaga, Club Tolima, and Club Macara. Currently,
  Golo Lotto has an existing website, but traffic to the site is minimal and is
  not generating revenues. Golo Lotto has an agreement with Costa Rican
  International Sports Book ("CRIS") to manage "backend" operations from
  customer service, money transactions, game set up and site operation. 
    Once the final payment to LAFC was made, we intended to sell
  and/or transfer the Company's ownership interest in Golo Lotto to an
  independent third party operator, while retaining a marketing agreement that
  would enable us to generate revenues based on site traffic and profits while
  not participating in the gaming operations or having a direct interest in a
  gaming operation; however, at the time of the final payment in October, we had
  no purchaser for the assets and after careful consideration of the terms of
  the Purchase Agreement, our Board of Directors determined that it would be in
  the best interest of the Company not to own or control the assets of Golo
  Lotto, but to simply make use of its website and other proprietary
  intellectual property to market the gaming services of Golo Lotto.
  Accordingly, we, along with LAFC, have restructured the Purchase Agreement
  into an Exclusive License and Marketing Services Agreement (the "License and
  Marketing Services Agreement"). Payments made under the Purchase Agreement
  acted as consideration for the License and Marketing Services Agreement and
  were reclassified as "license fees" on our financial statements for the
  quarter ended September 30, 2003. 
    Despite the "worldwide" nature of the license, neither the
  Company nor Golo Lotto will market Golo Lotto's gaming services to users
  within the United States or any other jurisdiction in which its activities
  would be prohibited. Golo Lotto will retain ownership of its website and other
  assets, and the Company will retain earnings based royalties equal to 50% of
  the gross revenues generated through its marketing activities, which royalties
  would be paid out monthly. Under the terms of the agreement, the Company is
  responsible for its own expenses incurred in connection with the marketing
  services, excluding extraordinary pre-approved expenses which would be
  reimbursed by Golo Lotto. The agreement is for a perpetual term that is
  terminable only upon a showing of cause upon 90 days prior written notice. The
  agreement expressly provides that the Company shall have no control over the
  operations of Golo Lotto, nor will it provide web-hosting services. 
    We believe that the License and Marketing Agreement will
  allow us to profit from operations of the Golo Lotto website through our
  assistance in enhancing the marketing profile of the site, without exposing
  the Company to the potential liabilities associated with owning and operating
  a gaming business. We can give no assurance that the License and Marketing
  Agreement, as structured, will not be found to be in violation of applicable
  restrictions on gaming activities or that our activities in marketing Golo
  Lotto will not be found to constitute web-hosting and possibly subject the
  Company to liability in the jurisdictions in which the site is offered.
  Pursuant to the License and Marketing Agreement, the Purchase Agreement would
  be terminated and superceded in its entirety by the License and Marketing
  Agreement.  4  Millions of people place bets every day, and soccer is one of
  the most, if not the most, popular sport in the world. Prior to entering into
  the Purchase Agreement, LAFC had contributed significant marketing research
  dollars to Golo Lotto to create the brand and corporate identity, including
  retention of Strobe Communications, which spent several months creating a logo
  that would be recognizable and appealing to a wide-range of potential users.
  Our objective is to help Golo Lotto establish itself as the official lottery
  in every realm of Latin American football. We believe that the effect on the
  Company will be doubly beneficial, creating exposure to a growing worldwide
  market and a consistent revenue stream to fund other futbol projects under the
  ISMG umbrella.
    Futbol lottos around the world have grossed billions of
  dollars. We believe that this represents a niche market that needs an
  aggressive marketing approach. We intend to direct our marking efforts to the
  following target markets: 1.5 million Internet users in
    Columbia
    3.2 million Internet users in
    Chile
    6 million Internet users in
    Argentina
    7 million Internet users in Mexico
    8 million Internet users in Brazil We
  believe that there are also several Internet cafes, bars, stores, and areas
  throughout the capital cities of these countries where the website may be
  accessed by soccer fans. 
    Golo Lotto will be marketed in the above countries with top
  professional teams and federations to include marketing rights such as stadium
  boards, naming rights for tournaments, clothing sponsorships and links on
  official pages, among others. Under the License and Marketing Agreement, we
  will work with these groups to try to implement marketing rights to fully
  exploit Golo Lotto in Latin America. Some of the rights we will work to obtain
  on behalf of Golo Lotto include postings on standard billboards, placement of
  the logo in magazines and other print media, advertising on tickets and
  programs, placement on and around stadiums, placement on products sold within
  stadiums (such as shirts, socks, etc.), placement of the logo on the surface
  of official balls, placement of the logo on official team and federation
  websites, and free television advertising as part of our agreements with
  teams, leagues and television stations. LAFC Consulting Agreement
    In November 2003, we entered into a Marketing Services
  Consulting Agreement (the "LAFC Consulting Agreement"), pursuant to which we
  paid LAFC an annual up-front fee of US $184,000 in exchange for its services
  for the one-year (12 month) term of the agreement. The fee paid to LAFC has
  been secured by a pledge of 500,000 shares of common stock held by LAFC. The
  pledged shares shall be released quarterly in increments of 125,000 as the
  fees under the LAFC Consulting Agreement are deemed earned. LAFC will be
  responsible for all of its out-of-pocket expenses under the terms of the LAFC
  Consulting Agreement, except for any extraordinary expenses that are
  pre-approved by the Company. The consulting agreement has an initial term of
  one year, with subsequent renewal periods of 12 months each. The agreement is
  terminable with or without cause by either party upon 30 days written notice.
  If the consulting agreement is terminated prior to the end of the initial
  one-year term, LAFC shall return any unearned portion of the fees, as provided
  in the pledge agreement. 
    Among the services to be provided, LAFC will meet with all
  potential clients, which includes teams, players, clubs and media
  organizations, to enhance the image and revenues of the Company in the areas
  of focus, including marketing. Reports and proposals will be prepared by LAFC
  and reviewed and approved by the Company prior to presentation to potential
  clients. LAFC will provide ongoing operational reports to the Company on the
  current situation, ongoing progress of negotiations with potential clients and
  continual opportunities to grow the Company through partnerships, mergers and
  acquisitions. 5  International Football Finance Group
    Through our wholly-owned subsidiary, International Football
  Finance Group, Inc. ("IFFG"), a California corporation, we offer public
  relations services to assist soccer clubs and federations in managing wealth,
  corporate communications, cash management and formation of investment banking
  partnerships. Through the consulting agreement between ISMG and LAFC, LAFC
  will provide certain services to IFFG clients, including but not limited to
  arranging meetings, creating proposals and marketing materials, negotiating
  with clubs and federations on IFFG's behalf, assisting IFFG in establishing
  terms of representation, and providing IFFG with reports on various soccer
  clubs and federations in which IFFG may be interested.
    Between ISMG and LAFC, IFFG will have the advantage of over
  50 years' combined experience in the soccer and investment banking fields.
  This combined background will allow us to offer our clients many different
  services that apply to the unique world of soccer. There are under 100 clubs
  worldwide that are publicly traded on major exchanges, but thousands more are
  privately held. We believe that this creates market potential for IFFG's
  services. LAFC has strong contacts with many clubs, and IFFG will utilize
  those contacts. We will provide public relations services for leagues, teams
  and professional athletes. Our broad media contact base includes print,
  broadcast and Internet media outlets in the United States and internationally.
  Our press release service is developed hand-in-hand with our clients. We
  believe that ISMG's contacts and abilities will help in all areas of IFFG's
  operations, including investor relations, marketing and sponsorship.
    Through ISMG, IFFG will employ the most recent and updated
  technology to streamline operations and sales on a daily basis. ISMG currently
  uses such technology as text paging, digital communication devices, and
  high-speed wireless connectivity to create a rapid response to client needs.
  Keeping all members of the IFFG team connected in communication with each
  other is a high priority, as our primary emphasis at IFFG will be outstanding
  customer service. 
    A more detailed look at some of the many services which will
  be offered through IFFG is included in the following paragraphs:
    Club Sale Advisory Services Recommendation of proper terms and
    structure
    Development and execution of
    marketing plans
    Identification, screening, and
    qualification of potential buyers
    Negotiation and coordination of
    transactions
    Assistance in obtaining financing
    Preparation of budgets and work
    with key partners (venue, broadcast partners, etc.) to create a more
    manageable which is also more attractive to potential buyers
    Advertisements of our services to
    attract qualified buyers Club Purchase
  Advisory Evaluation of buyer's goals
    Formulation of buyer's acquisition
    criteria
    Location and evaluation of teams
    as acquisition candidates
    Assistance in obtaining financing
    Negotiation and structuring of
    successful purchase or other transactions  6  TV Rights Advisory
    We believe that maximizing television revenues is essential
  to the stability and growth of any soccer club and league. Traditionally
  sports broadcasting rights have been broken down as follows: Live
    Delayed
    Highlights
    Clips Different option
  packages can also be: Territory
    Platform
    Content Type (video-audio, audio,
    text and combinations of all three) However, we
  believe that the next decade will see the dissemination of sports broadcasting
  rights into the following categories: Internet (video and audio
    streaming)
    Internet (audio streaming)
    Internet (graphics, data, logos)
    Mobile devices (WAP, 3G)
    Terrestrial TV (free to air)
    Satellite/Cable TV (premium/pay
    TV)
    PPV
    Internet TV (convergence, iTV)
    Archive/video on demand; Radio It
  is essential that the clubs and leagues both understand and not give away
  certain rights because they are packaged. IFFG will maximize these rights to
  ensure the maximum profitability for the client.
    Stadium Construction Advisory
    We realize that new revenue sources are essential to cover
  the ever-increasing costs of running a professional soccer club. We hope to
  construct new facilities in stadiums where our clients play in order to
  provide new revenue streams for our clients. These may include corporate
  suites, club lounges, restaurants and merchandising stores. We believe that
  our this will help our clients transform their own infrastructure into a
  sports and entertainment business. Corporate suites can range in size and can
  be used as classrooms or meeting rooms with equipment, including whiteboard,
  overhead projectors and screens. The club lounge can be used for weddings,
  formal functions, product launches and luncheons. We believe these features
  will allow clubs to attract a different clientele and will lead to an increase
  in revenue from sponsorships, food and beverage, merchandise, and hospitality
  space rental of the stadium. By pre-selling suites, we are able to help our
  clients capitalize on the revenues and assets associated with stadium
  construction and related revenues such as sponsorship, ticket revenue and
  naming rights of the stadium.
    Sponsorship and Marketing Advisory
    In today's difficult market of sponsorship and marketing IFFG
  will assist the clients in obtaining maximum revenues with corporate sponsors
  through introductions, setting up meetings, and negotiating proposals between
  possible sponsors and our clients. IFFG will have associations with several
  top international firms and an infrastructure, including several sales teams,
  to assure results in obtaining sponsorship dollars. 7  Municipality
  Advisory Services
    IFFG will deal with the following issues to help clients in
  the process in building stadiums. We will help deal with governmental entities
  to get stadiums built from tax breaks to various governmental subsidies. IFFG
  will also: Review clients' goals and general
    status to date
    Review similar leases from other
    facilities for possible use in this process
    Participate in negotiations
    including review of drafts and proposals, review of impact of documents on
    team operations, negotiate sessions with the governmental entities,
    participate in weekly meeting with the client to review project issues and
    determine ongoing strategies to keep project in motion, and, in conjunction
    with the client and other professionals, develop initial project budgets to
    present to the government We believe these
  steps will help to ensure success in dealing with the municipalities to help
  construct a state of the art facility for the team while maximizing
  governmental support.
    Public Relations
    IFFG will provide a practical means by which our clients
  benefit from top-notch public relations in all areas to benefit them both on
  and off the field. As indicated above, ISMG will work to ensure a prompt
  response to clients' needs and ingenious collaborative strategies, including: Consulting on and drafting press
    releases to give the soccer clubs better exposure.
    Providing shareholder
    communications/investor relations services
    Developing image and identity,
    which will include a presence at investment trade shows and promotion
    through email, fax and telemarketing
    Assisting in the development of
    relationships with investment banking firms
    Assisting in executing and
    implementing marketing/public relations plans
    Assisting in the development of an
    investor relations web page for the team Club Cash Management
    IFFG will, directly or through outsourcing, provide advice
  and services to clients designed to protect cash flow, minimize unnecessary
  club expenses, and get the best return on short-term club funds. We will offer
  clubs a comprehensive review and cash management system and will work closing
  with club auditors and bankers to control the timing of cash flows in and out,
  avoidance of high-cost temporary financings, institute changes in the handling
  of collections, and accounts receivables and payments. IFFG will work with
  clients to balance positive short-term cash flows against longer-term needs,
  analyze short-term needs against short-term funds, analyze long-term needs
  against long-term sources of funds and identify ongoing investment
  alternatives and services.ClearSky Mobile Media
    We have entered into an agreement with ClearSky Mobile Media,
  Inc. of Orlando Florida ("ClearSky"), to provide soccer-related content to
  ClearSky to be provided to end users of its mobile phones. ClearSky promotes
  wireless content throughout the Americas by working with carriers to enable
  delivery of the content to consumers and then establishing a billing
  arrangement either through the carrier or directly to consumers. We will
  provide content related to the soccer industry to enable end users to follow
  their favorite soccer team including keeping track of the latest betting odds,
  up-to-the-minute scores and game highlights. Our intention is to provide
  maximum interactivity between the clubs and the cell users. 8  Industry research and market studies show an increase in cell
  phone usage in Latin America with the potential for the sales of 100,000
  phones in the next fiscal year. We believe that combining cell phone
  technology with soccer-related content - soccer being the most popular sport
  in the Latin American region - will help create interest in the ClearSky
  product. As part of our agreement with ClearSky, we will help to market the
  cell phones with ClearSky/ISMG content. In marketing the phones, we will
  utilize our marketing relationships for Golo Lotto, as described above.
    ClearSky will have the right to set the price for monthly
  subscriptions to the service, but we will share in the revenue from the
  carriers and end users purchasing the content we provide on a 50/50 split with
  ClearSky. ClearSky will receive 25% of gaming revenues derived from customer
  wagers on Golo Lotto via the mobile branded phones carrying our content. The
  gaming revenues payable to ClearSky will be calculated as customer wagers
  minus customer payout minus 30% of set operating expenses. In addition,
  ClearSky will receive 15% of any revenues derived from advertisers who pay to
  display their names, logos or other advertisements on the wireless website and
  to 5% of any revenues received from the sale of merchandise purchased through
  the website. Soccer
  Development of America
    Through the use of our fictitious business name, Soccer
  Development of American ("SDA"), we also focus on marketing and sponsorship
  opportunities in the soccer market. In September 2003, we signed a strategic
  marketing agreement with Academia de Futbol Tahuichi (AFT), an international
  soccer academy in Santa Cruz, Bolivia. Currently, we are actively seeking
  partners and sponsors for the Tauichi Soccer Academy (the "Academy"). The
  Academy is the organizer and operator of the Mundialito Paz y Unidad Soccer
  Tournament, which features some of the most prestigious youth soccer teams in
  the world. Under the terms of our agreement with the Academy, we will act as
  the marketing firm for the Academy, as well as the 2004 Mundialito Paz y
  Unidad Soccer Tournament.
    The Academy is recognized world-wide as one of the top
  schools for developing both male and female soccer players, and therefore has
  appeal for many in the soccer industry. The Academy has traditionally promoted
  and stimulated youth soccer as healthy recreation, and educates young players
  about the dangers of drugs, alcoholism and other negative influences. The
  Academy provides mentoring and further skill development for those players
  with innate ability and talent to become professional soccer players. The
  Academy also provides complimentary health, nutritional and educational
  services for all youths.
    The marketing and sponsorship arena is very competitive and
  there can be no assurances that sponsorship and marketing can be achieved.Marketing
    In marketing our products and services, we will utilize our
  relationship with LAFC as well as ISMG's own contacts in the sports industry
  to build relationships with professional sports organizations around the world
  to create synergies with international leagues to attract large corporate
  sponsorship. We will also work to create a "partner" type relationship with
  our existing customers to increase our marketing down to their participants
  and peers and will cross-sell additional services into exiting accounts. One
  of the primary focuses of our marketing strategy is the development of brand
  recognition for Golo Lotto, ClearSky and our other services. We also hope to
  form more strategic partnerships with companies in India to help promote our
  position in India and domestically.
    Now that we have acquired the franchise rights to The All
  American Burger for a 15-year license term, we plan to aggressively market the
  name through restaurant magazines and radio and television advertisements. We
  will also use our contacts in the industry to help spread the word on The All
  American Burger. We believe that once we get the first franchise opened, word
  of mouth advertising will increase. We will market The All American Burger as
  the best burger on the market.
    Services provided by PAR will primarily be marketed through
  word-of-mouth referrals from clients, but will also be marked through direct
  contract with selected public and private companies that we feel fir within
  our business plan and could become productive clients for the Company. We also
  intend to market PAR through an email campaign directed at businesses and the
  investment community, using a top-notch website to attract potential clients
  and promote our marketing skills. 9  Competition
    Pan American Relations, Inc.
    The corporate communications market is highly competitive,
  and many of our competitors have more experience and better resources than we
  do. However, we believe that PAR's concentration on the public arena
  specializing in working with small to mid cap companies will give it an
  advantage due to our background in the public markets. Our management and
  consultants have over 14 years experience in the investors relations arena and
  we believe we have a very good all-around understanding of the market,
  especially as it relates to various facets of the public investment markets.
  
    There are approximately 3,300 publicly traded companies on
  the OTCBB system and 3,400 traded on the Nasdaq. There are also 1,000's of
  companies' worldwide seeking marketing and communications services to enhance
  the image of their company.
    Global Hospitality Group
    The food service business is the third largest industry in
  the country. It accounts for over $331 billion annually in sales. The
  independent restaurant accounts for 15% of the total. The average American
  spends 17% of his/her income on meals away from home. This number has been
  increasing for the past seven years. There are 600 new restaurants opening
  every month and over 200 more needed to keep pace with the increasing demand.
  GHG feels it can enter the market and be successful because of The All
  American Burger menu and overall excellent product.
    We face competition from larger, more well-established
  companies with considerably greater financial, marketing, sales and technical
  resources than those available to GHG or the Company. Additionally, many of
  our present and potential competitors have capabilities that may allow such
  competitors to offer their products at lower prices and in greater quantities
  than products and have better brand recognition than we do. Our products could
  be made uneconomical by the introduction of new products, changes affecting
  the cost of packaging and shipping, or marketing or pricing actions by one or
  more of these competitors. Our business, financial condition or results of
  operations could be materially adversely affected by one or more of such
  developments. There can be no assurance that we will be able to compete
  successfully against current or future competitors or that competition will
  not have a material adverse effect on the Company's business, financial
  condition or results of operations.
    The fast food restaurant industry is highly competitive with
  respect to price, service, location and food quality, and there are many
  well-established competitors. Certain factors, such as substantial price
  discounting, increased food, labor and benefits costs and the availability of
  experienced management and hourly employees may adversely affect the fast food
  restaurant industry in general and the Company in particular. We will compete
  with a large number of national and regional fast-food restaurant chains. Most
  of the potential competitors which own fast food restaurant chains have
  financial resources superior to ours, so there can be no assurance that our
  projected income will not be affected by its competition. Companies such as
  Burger King, Sonic, Carl's Jr., Wendy's, McDonalds and In-N-Out Burger all
  offer fast food restaurants similar to ours. In addition, we will experience
  competition from other types of fast food restaurants, such as Taco Bell, Del
  Taco, KFC, Jack-In-The-Box and Arby's, among others. 10   Competition in this industry segment is based primarily upon
  food quality, price, restaurant ambiance, service and location. Although we
  believe we will compete favorably with respect to each of these factors, many
  of our direct and indirect competitors will be well-established national,
  regional or local chains and have substantially greater financial, marketing,
  personnel and other resources than we do. We also compete with many other
  retail establishments for site locations. The performance of individual units
  may also be affected by factors such as traffic patterns, demographic
  considerations and the type, number and proximity of competing restaurants. In
  addition, factors such as inflation, increased food, labor and employee
  benefit costs and the availability of experienced management and hourly
  employees may also adversely affect the restaurant industry in general and our
  units in particular.
    Media
    We know there is a great deal of competition in the
  entertainment industry, but we feel that the cost to profit ratio in India is
  very good. The India motion picture arena is the world's most prolific,
  producing a 1,000 films a year. The industry generated $856 million in
  revenues in the last financial year. In 2001, worldwide gross revenues
  generated by motion pictures in all territories and media (including music and
  ancillaries) amounted to over $40 billion. We believe we can compete in this
  market using business connections and years of experience in other areas of
  financing. We are establishing partnerships with groups who have been in the
  Industry and can offer first hand knowledge of the business. 
    Golo Lotto
    Competition in the online gaming industry is intense, with
  numerous websites dedicated to sports wagering. Through our marketing efforts,
  we intend to carve out a niche in the market for Golo Lotto by catering to the
  Latin American market with an emphasis on soccer and other regional sports.
  Some of our primary competitors in this arena include: - LadBrokers.com - which is
    currently one of the largest Internet-betting portals available, with heavy
    concentration on soccer. The primary business concentration of
    LadBrokers.com is the United Kingdom and surrounding countries.
    - William Hill (willhill.com) - an England-based Internet-betting portal
    that has most of its concentration in the United Kingdom. William Hill is
    publicly traded on the London Stock Exchange, and has experienced
    outstanding growth over the past year. In addition, there
  are a number of smaller gaming sites that do not focus on the sport of
  soccer/futbol. The majority of these sites are concentrated in Europe for most
  sport books, and that is why we feel that the Latin American market offers so
  much potential. IFFG
    Although IFFG will experience competition from a variety of
  sources, including, most notably, Octagon and other public relations firms and
  internal marketing divisions for clubs and federations, we believe that our
  emphasis on soccer is unique. Octagon is the sports and event marketing
  division of The Interpublic Group of Companies, the world's largest
  advertising and marketing communications group. Octagon was created in 1997
  and launched globally in late 1999. Octagon provides player representation,
  consultancy, event management, property representation and sales, television
  rights sales and distribution, television production, and licensing and
  merchandising services. Unlike the Company, Octagon does not focus on a
  specific sport. 
    The services we offer to clients will also be expansive,
  going well beyond the services provided by an ordinary public relations firm.
  We anticipate that our consulting agreement with LAFC will provide us with
  access to a large number of soccer clubs and federations with which it has
  existing relationships, and we believe that, once we have obtained clients in
  the sporting arena. our services and reputation will expand by word-of-mouth
  referrals. 
    We believe that a relationship with IFFG will provide clubs
  and federations seeking public relations and advisory services with an
  alternative to hiring such services in-house. The costs of maintaining an
  internal marketing division are prohibitive for some of the smaller firms, and
  it can be difficult to obtain employees with the experience and contacts in
  the industry that IFFG will be able to offer. By outsourcing these services,
  our clients will obtain a broader scope of service coupled with lower overhead
  costs, making IFFG a viable alternative in the industry.
    ClearSky
    Competition for the sale of wireless phones in Latin America
  is intense, and many of our competitors will have better resources and more
  experience than the Company. We intend to market our phones to soccer fans by
  including advertisements in magazines, in and around our clients' stadiums, in
  programs and other print media and by broadcast, emphasizing the availability
  of soccer-related content to interest this group of consumers in the phones. 11  Government Regulation
    Our activities will be subject to U.S. and foreign government
  regulation to varying extents. We are unable to predict the cost of compliance
  with all federal, state, local and foreign laws. The laws and regulations
  governing our activities may change from time to time, causing us to incur
  additional costs for compliance with new regulations.
    In marketing wireless phones for ClearSky and providing
  content for transmission to ClearSky end users, we will be indirectly impacted
  by the telecommunications laws of the countries in which the phones are
  marketed. We rely on ClearSky to ensure that both its activities and its
  technology are in compliance with all applicable laws and regulations, but
  there can be no assurance that one or more government entities in the
  countries where the phones are sold by ISMG would not bring action against
  ISMG for failure to comply with such laws and regulations. Our agreement with
  ClearSky does not provide for indemnification of the Company by ClearSky if we
  are forced to incur costs resulting from government investigation and/or
  fines. Pursuant to the terms of the License and Marketing Agreement with Golo Lotto,
  we will be participating, albeit indirectly, in an industry that is highly
  regulated. Federal law prohibits the operation of gaming websites on U.S. soil
  in addition to the solicitation of wagering from persons domiciled in the U.S.
  We believe that our operational model avoids government regulation and allows
  the Company to operate legally for several reasons. First, Golo Lotto has
  retained complete control over its operations and the Company will not
  directly engage in the gaming industry. Second, Golo Lotto is domiciled in the
  Netherlands of the Antilles and all of its operations take place outside of
  the United States. Third, Golo Lotto does not solicit nor accept wagering from
  the United States or other countries in which such online gaming is
  prohibited. Lastly, Golo Lotto does not, in and of itself, perform any
  bookmaking services. Golo Lotto is a storefront that solicits bets from
  customers and places those bets with a third party. 
    Each of The All American Burger restaurants will be subject
  to regulation by federal agencies and to licensing and regulation by state and
  local health, sanitation, safety, fire and other departments. Difficulties or
  failures in obtaining any required licensing or approval could result in
  delays or cancellations in the opening of new restaurants. We will also be
  subject to the Fair Labor Standards Act and various state laws governing such
  matters as minimum wages, overtime and other working conditions. A significant
  number of our employees will be paid at rates related to the federal and state
  minimum wage and increases in the minimum wage will increase our labor costs.
  In addition various proposals which would require employers to provide health
  insurance for all of their employees are being considered from time to time in
  the U.S. Congress and various states. The imposition of any such requirement
  would have a material adverse impact on the planned operations of the Company
  and the financial condition of the fast food restaurant industry. We will be
  subject to certain guidelines under the Americans with Disabilities Act of
  1990 (ADA), and various state codes and regulations which require restaurants
  to provide full and equal access to persons with physical disabilities. We
  will also be subject to various evolving federal state and local environmental
  laws governing, among other things, emissions to the air, discharge to waters
  and the generation, handling, storage, transportation, treatment and disposal
  of hazardous and no-hazardous substances and wastes. 12  Employees
    The Company presently employs one person, its Chief Executive
  Officer. All other relationships are in the form of independent contractors
  and consultants. Insurance
    We do not presently have a commercial general liability
  insurance policy. Although there have been no successful claims against the
  Company, there is no assurance that the Company will prevail against any
  future claim. Successful claims could have a serious adverse effect upon our
  financial condition and its future viability. We will again seek to obtain
  general liability and product liability insurance at such time when our
  operations dictate.
    We do not maintain auto insurance coverage or workman's
  compensation coverage. At such time as the Company resumes hiring employees
  and/or obtains corporate automobiles, insurance coverage will be obtained in
  amounts deemed adequate. 
    We do not carry director and officer liability insurance, but
  we have agreed to indemnify our officers and directors against any personal
  liability incurred as a result of their association with the Company. This
  agreement has not been formalized in writing. We have been advised that, in
  the opinion of the Securities and Exchange Commission, indemnification for
  liabilities arising under the Securities Act of 1933 (the "Act") is against
  public policy as expressed in the Act, and is, therefore, unenforceable. If a
  claim for indemnification against such liabilities is asserted by one of our
  directors, officers, or controlling persons in connection with the securities
  being registered, we will, unless in the opinion of our legal counsel the
  matter has been settled by controlling precedent, submit the question of
  whether such indemnification is against public policy to court of appropriate
  jurisdiction. We will then be governed by the court's decision. Intellectual
  Property
    The Company holds one trademark on the name "San Diego
  Flash." We will protect our current and future intellectual property through
  license agreements and trade and services marks on marks owned by ISMG and
  IFFG. ITEM 2. DESCRIPTION OF PROPERTY
    The Company owns no real property. We lease approximately
  1,000 square feet of office space in San Diego, California, on a month to
  month basis at a rate of US $1,300 per month.ITEM 3. LEGAL PROCEEDINGS
    On May 22, 2003, a stipulated judgment in the amount of US
  $7,000 was rendered against the Company in an action brought by Peter and
  Patricia Passaretti in the Superior Court of California, County of San Diego
  on October 22, 2002 for collection on a convertible note issued by the Company
  on December 3, 1999. 
    On September 17, 2003, AA One Litho, Inc. ("AA One") filed a
  complaint against the Company, alleging breach of contract in connection with
  services rendered to the Company. AA One has prayed for damages in the amount
  of US $13,448.28 plus interest at the rate of 10% per year as of April 25,
  2003, and attorneys' fees of US $660.00. 
    The Company is not a party to any other pending, or to our
  knowledge threatened, legal proceeding which would have a material impact on
  our business or results of operations as of the date of this Report. 13  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    On December 19, 2003, we held our annual meeting of
  shareholders. At that meeting the shareholders voted to elect the following
  directors to the Company's Board of Directors, to serve until the 2004 annual
  meeting of shareholders: Yan K. Skwara 
    Lonn Paul
    Brad Smith* *Denotes Independent
  Director.
    The shareholders also voted to approve HJ Associates and
  Consultants, LLP, a limited liability partnership ("HJ"), to act as the
  Company's independent auditor for the fiscal year ending December 31, 2003. HJ
  acted as the independent auditor for the Company's financial statements for
  the period ended December 31, 2002.
    In addition, the shareholders authorized the amendment of our
  articles of incorporation in change Company's name from San Diego Soccer
  Development Corporation to International Sports and Media Group, Inc. and to
  increase our authorized $0.0001 par value common stock from 100,000,000 to
  150,000,000 shares.
     In addition, the shareholders authorized the amendment of
  our articles of incorporation in change Company's name from San Diego Soccer
  Development Corporation to International Sports and Media Group, Inc. and to
  increase our authorized $0.0001 par value common stock from 100,000,000 to
  150,000,000 shares.    14   PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSMarket Information
    The Company's common stock was recently approved for trading
  on the OTCBB. Previously, it was traded on the Pink Sheets since January 2000.
  Our stock is currently traded under the symbol "ISME." The following table
  sets forth the trading history of the common stock on the Pink Sheets and the
  OTCBB for each quarter of the last two fiscal years and the first quarter of
  2004, as reported by Yahoo Finance Historical Prices (www.finance.yahoo.com).
  The quotations reflect inter-dealer prices, without retail mark-up, markdown
  or commission and may not represent actual transactions.


|Quarter Endings | Quarterly High | Quarterly Low | Quarterly Close
|--------------- | -------------- | ------------- | ---------------
|3/31/2000       | 3.50           | 1.046875      | 1.50           
|6/30/2000       | 1.875          | 0.25          | 1.00           
|9/29/2000       | 1.00           | 0.25          | 1.25           
|12/29/2000      | 0.040625       | 0.0625        | 0.09375        
|3/30/2001       | 0.296875       | 0.03125       | 0.09375        
|6/29/2001       | 0.125          | 0.015625      | 0.015625       
|9/28/2001       | 0.015625       | 0             | 0.015625       
|12/31/2001      | 0.296875       | 0.015625      | 0.046875       
|3/29/2002       | 0.234375       | 0.0625        | 0.1875         
|6/28/2002       | 0.234375       | 0.078125      | 0.171875       
|9/30/2002       | 0.20           | 0.02          | 0.05           
|12/31/2002      | 0.07           | 0.02          | 0.04           
|3/31/2003       | 0.05           | 0.01          | 0.04           
|6/30/03         | 0.05           | 0.01          | 0.03           
|9/30/03         | 0.11           | 0.01          | 0.08           
|12/31/03        | 0.21           | 0.01          | 0.10           
|3/31/04         | 0.10           | 0.03          | 0.04           

Holders
    As of March 30, 2004, there were approximately 880 holders of
record of our common stock. We believe that the number of beneficial owners is
substantially greater than the number of record holders because a significant
portion of our outstanding common stock is held in broker "street names" for the
benefit of individual investors.Recent Sales of Unregistered Securities
    Except as otherwise noted, the securities described in this
Item 5 were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933. Each such issuance was made only
with persons who were sophisticated in such transactions and who had knowledge
of and access to sufficient information about the Company to make an informed
investment decision. Among the information provided was the fact that the
securities issued were restricted securities. No commissions were paid in
connection with the transactions described below unless specifically noted.



15

---

Subsequent to December 31, 2002, the Company cancelled
  445,000 outstanding stock options and issued 44,500 shares of restricted
  common stock as consideration to the option holders. The remaining 843,800
  stock options, which had been issued to various consultants, were canceled for
  non-performance. 
    Commencing September 14, 2002, the Company began issuing
  subordinated convertible debentures to accredited investors only. The
  debentures bear interest at 10%, mature six months from the date of issuance,
  and are convertible into restricted common stock at a discount to market of
  50% from the closing bid price on the date of conversion. Through December 31,
  2002, a total of US $161,000 had been raised under these terms and no
  debentures had been converted. The aggregate amount of subordinated
  convertible debentures being offered is US $200,000.
    In October 2003, the Company completed a confidential private
  placement memorandum whereby the Company raised US $500,000 in cash from an
  unrelated investor in the form of a convertible bond. Per the terms of the
  bond agreement, the debt instrument is convertible into common stock at US
  $0.10 per share, and vests immediately. The bond accrues interest at 5.0% per
  annum.
    As of December 3, 2003, when we commenced this Offering, the
  Company has outstanding a total of US $643,696 in convertible promissory notes
  payable from prior periods. All of these notes are convertible into restricted
  shares of the Company's common stock at any time after the date of issuance at
  a conversion price equal to the amount of principal and/or interest being
  converted divided by 50% of the then market closing bid price per share of the
  common stock. The Company made cash payments on the notes totaling US $5,950
  and US $8,900, during 2002 and 2001, respectively, and US $10,000 in
  outstanding notes were converted into 452,000 shares in 2002, and US $5,100
  converted into 5,100 shares in 2001.
    From December 19, 2003 to February 13, 2004, we raised an
  aggregate of US $32,500 through the sale of 32,500 shares of our Series B
  Preferred Stock to four separate, accredited investors on December 19, 2003,
  January 16, 2003, February 4, 2004 and February 13, 2004. The Series B
  Preferred Stock was sold pursuant to Section 4(2) of the Securities Act of
  1933 and Rule 506 promulgated thereunder. The Series B Preferred Stock is
  convertible into shares of the Company's common stock at any time after
  issuance for a conversion price equal to ten shares of common stock for each
  shares of Series B Preferred Stock converted.Dividends
    We have never paid a cash dividend on our common stock.
  Payment of dividends is at the discretion of the Board of Directors. The Board
  of Directors plans to retain earnings, if any, for operations and does not
  intend to pay dividends in the foreseeable future.Securities Authorized For Issuance Under Equity Compensation Plans
    The Company has not adopted any equity compensation plan and
  not employee options issued outside of an approved compensation plan are
  currently outstanding.ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    The following discussion should be read in conjunction with
  the Company's financial statements and the notes thereto and the other
  financial information appearing elsewhere in this document. In addition to
  historical information, the following discussion and other parts of this
  document contain forward-looking information that involves risks and
  uncertainties. 
    In addition to historical information, the following
  discussion and other parts of this document may contain forward-looking
  statements. These statements relate to future events or our future financial
  performance. In some cases, you can identify forward-looking statements by
  terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
  "believe," "estimate," "predict," "potential," or "continue," the negative of
  such terms or other comparable terminology. These statements are only
  predictions. Although we believe that the expectations reflected in the
  forward-looking statements are reasonable, we cannot guarantee future results,
  levels of activity, performance or achievements. Moreover, neither we nor any
  other person assumes responsibility for the accuracy and completeness of the
  forward-looking statements. We undertake no obligation to publicly update any
  of the forward-looking statements after the date of this report to conform
  such statements to actual results or to changes in our expectations. 16  Actual results could differ materially from those anticipated by such
  forward-looking statements. Factors that could cause or contribute to such
  differences include, but are not limited to, the level of sales to key
  customers; the economic conditions affecting our industry; actions by
  competitors; fluctuations in the price of raw materials; the availability of
  outside contractors at prices favorable to the Company; our dependence on
  single-source or a limited number of suppliers; our ability to protect our
  proprietary technology; market conditions influencing prices or pricing; an
  adverse outcome in potential litigation, claims and other actions by or
  against us, technological changes and introductions of new competing products
  and services; the current recession; terrorist attacks or acts of war,
  particularly given the acts of terrorism against the United States on
  September 11, 2001 and subsequent military responses by the United States and
  coalition forces; ability to retain key personnel; changes in market demand;
  exchange rates; productivity; weather; and market and economic conditions in
  the areas of the world in which we operate and market our products. These are
  factors that we think could cause our actual results to differ materially from
  expected and historical events.Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
   Revenues
    Total revenues increased from US $5,613 for the year ended
  December 31, 2002 to US $14,308 for the year ended December 31, 2003 primarily
  due to revenue generated by public relations and consulting services. Magazine
  related revenues for the period were US $4,308. During 2002, revenues
  represented subscriptions of US $1,754, and advertising sales of US $3,859. In
  addition, the Company recorded US $20,518 in unearned revenues for 2002
  relating to the prepayment of magazine subscriptions and advertising. The
  magazine was sold on October 27, 2003 to LiveWire Sports Group, Inc. in
  exchange for cancellation of debt to LiveWire of US $19,740.
    Operating Expenses
    Operating expenses during the year ended December 31, 2003
  increased US $48,221 from the year ended December 31, 2002, to US $1,275,413
  from US $1,227,192. The increase is primarily attributable to an increase in
  consulting fees from US $801,772 in 2002 to US $878,586 in 2003 offset by a
  reduction in payroll and payroll taxes of US $138,994 as these expenses
  decreased from US $191,110 to US $52,166, an increase in general and
  administrative expenses of US $95,687 and an increase in depreciation and
  amortization expense of US $5,913, primarily resulting from pre-paid license
  fees of US $3,050. The consulting expenses are the result of an increase in
  outsourcing by the Company and include an advance payment to LAFC of US
  $184,000.Other Income and Expense
    Other income was US $242,638 for the year ended December 31,
  2003, compared to other expense of US $377,543 for the year ended December 31,
  2002. The reduction in other income is due primarily to a gain of US $869,213
  recognized on the settlement of the Company's notes issued to Broadleaf
  Capital Partners with outstanding balances of principal and interest equal to
  approximately US $1,064,402 in exchange for payment of US $125,000 in cash,
  100,000 shares of common stock and warrants to purchase 100,000 shares of the
  Company's common stock for an exercise price equal to $1.00 per share, and
  payment of $5,013.88 to a Broadleaf affiliate in settlement of an outstanding
  judgment obtained against the Company. In addition, the Company recognized a
  gain equal to US $57,691 on the sale of the magazine. Interest expenses
  increased by US $274,413 from US $409,853 to US $684,266 due to an increase in
  total debt burden during 2003 and accrual of interest on instruments currently
  in default, partially offsetting the decrease in other expenses. During the
  year ended December 31, 2002, the Company also recorded other income of US $
  32,310, resulting from the forgiveness of certain trade payables and notes
  payable.  17  Net Loss
    As a result of the above-mentioned factors, the Company
  incurred a loss of US $1,018,467, down from US $1,599,122 in 2002. As stated
  above, the decrease in loss is primarily attributable to gains recognized on
  the settlement of the notes issued to Broadleaf and upon sale of the magazine.
  Liquidity and Capital Resources
    Cash Position For Fiscal Year Ended December 31, 2003
  vs. December 31, 2002
    As of December 31, 2003, the Company had negative working
  capital of US $2,175,023. From inception through December 31, 2003, the
  Company had recorded an accumulated deficit of US $9,673,490. In 2002, the
  Company commenced development of a monthly soccer publication, "90:00
  Minutes," which earned revenues through advertising, subscriptions and
  newsstand sales. The Company issued continued to operate the magazine through
  October 2003, when it was sold to LiveWire. Costs of publication for the
  magazine were approximately US $30,000 per month, while revenues received from
  sales and advertising were approximately US $4,000. In October 2003, the
  Company adopted a new business plan geared toward providing public relations
  and other services to soccer clubs and emerging companies, and to marketing of
  GoloLotto.com, for which it has exclusive marketing rights. Since that time,
  the Company has further expanded its business into the hospitality industry,
  with the license of rights to open and operate and franchise restaurants under
  The All American Burger name and logo, and public relations for companies in
  the entertainment industry, primarily in the Indian film industry. The
  Company's ability to continue as a going concern will depend on its ability to
  generate revenues from these new business divisions.
    From the recommencement of business operations in November
  2001 through December 31, 2003, the Company sustained operations through the
  sale of common stock and convertible debt securities in private placement
  transactions. During this fiscal year ended December 31, 2003, the Company
  raised US $896,953 through the issuance of shares of common stock, its Series
  B Preferred Stock and convertible promissory notes and bonds. These securities
  are restricted under Rule 144 of the Securities Act of 1933. The convertible
  debt instruments issued by the Company during 2003 bear and average interest
  of 10%, mature 60 days to 6 months from the date of issuance, and are
  convertible into restricted common stock at an average exercise price of US
  $0.02 per share. The Company intends to raise approximately US $1,000,000 from
  the sale of its Series B Preferred Stock. There is no guarantee that we will
  be able to raise funds sufficient to meet our cash requirements, even assuming
  that the entire offering is sold. We currently anticipate that we will need to
  sell additional securities in future offerings, either private or public, or
  to obtain additional financing from other sources, to maintain the Company's
  cash requirements until sufficient revenues can be generated from operations.
  There can be no assurance that we will be able to obtain such additional funds
  if required either at the time the funds are needed or on terms favorable to
  us. If additional funds are not available, the Company may cease to operate as
  a going concern. 18  At
  December 31, 2003 and 2002, our auditors expressed a formal auditors' opinion
  that our prior financial position raised "substantial doubt about [our]
  ability to continue as a going concern." We incurred net losses of US
  $1,018,467 and US $1,599,122 for the fiscal years ended December 31, 2003 and
  2002. We used cash in operations totaling US $668.521 and US $411,136 for the
  fiscal years ending. December 31, 2003 and 2002, respectively. In order to
  achieve profitability, we must increase our revenues while reducing or
  controlling our expenses and improve our project management expertise. We are
  continuing to implement cost containment measures in an effort to reduce our
  cash consumption from operations, and we are working to increase sales by
  marketing our public relations services and entering into agreements to
  provide those services to individual private and public companies. Currently,
  we are working under five contracts to provide such services. During 2003, we
  generated revenues from two contracts in the amounts of US $8,000 and US
  $2,000, respectively. Our ability to generate revenues sufficient to meet our
  cash requirements will depend on the contracts.Liquidity Resources
    Our future funding requirements will depend on numerous
  factors, some of which are beyond our control. These factors include our
  ability to fully implement our business plan and, once we do, to operate
  profitably, our ability to recruit and train management and personnel for a
  different business interests, and our ability to compete with other, better
  capitalized and more established competitors who offer alternative or similar
  products and services to those of the Company, IFFG, GHG and PAR.
    Our broad, overall, higher growth business strategy, requires
  significant development and capital expenditures. We will incur a substantial
  portion of these expenditures before we generate significantly higher sales.
  Combined with operating expenses, these capital expenditures will result in a
  negative cash flow until we can establish an adequate revenue-generating
  customer base. We expect losses through 2004, and we can give no assurance
  that we will achieve or sustain any positive cash flow or profitability
  thereafter.
    We anticipate that we will need to raise additional capital.
  The amount of capital we may need to raise is dependent upon many factors. For
  example, the need for additional capital will be greater if (i) we do not
  enter into agreements with customers on the terms we anticipate; (ii) our net
  operating deficit increases because we incur significant unanticipated
  expenses; or (iii) we incur additional costs to meet changed or unanticipated
  market, regulatory, or technical conditions. If these or other events occur,
  there is no assurance that we could raise additional capital on favorable
  terms, on a timely basis or at all. If additional capital is not raised, it
  could have a significant negative effect on our business operations and
  financial condition, possibly causing us to take immediate cost reduction or
  other actions, including, but not limited to, cessation of our business
  operations.
    Our ability to execute a public or private offering or
  otherwise obtain funds is subject to numerous factors beyond our control,
  including, without limitation, a receptive securities market and appropriate
  governmental clearances. No assurances can be given that we will be
  profitable, or that any additional public or private offering will occur, that
  we will be successful in obtaining additional funds from any source or be
  successful in implementing an acceptable exit strategy on behalf of our
  investors. Moreover, additional funds, if obtainable at all, may not be
  available on terms acceptable to us when such funds are needed or may be on
  terms which are significantly adverse to our current shareholders. The
  unavailability of funds when needed would have a material adverse effect on
  us.Critical Accounting Policies
    The Company's financial statements and related public
  financial information are based on the application of accounting principles
  generally accepted in the United States of America ("GAAP"). GAAP requires the
  use of estimates, assumptions, judgments and subjective interpretations of
  accounting principles that have an impact on the assets, liabilities, revenue
  and expense amounts reported. These estimates can also affect supplemental
  information contained in the external disclosures of the Company including
  information regarding contingencies, risk and financial condition. We believe
  our use of estimates and underlying accounting assumptions adhere to GAAP and
  are consistently and conservatively applied. Valuations based on estimates are
  reviewed by us for reasonableness and conservatism on a consistent basis
  throughout the Company. Primary areas where financial information of the
  Company is subject to the use of estimates, assumptions and the application of
  judgment include acquisitions, valuation of long-lived and intangible assets,
  and the realizability of deferred tax assets. We base our estimates on
  historical experience and on various other assumptions that we believe to be
  reasonable under the circumstances. Actual results may differ materially from
  these estimates under different assumptions or conditions. 19  Valuation Of Long-Lived And Intangible Assets
    The recoverability of long lived assets requires considerable
  judgment and is evaluated on an annual basis or more frequently if events or
  circumstances indicate that the assets may be impaired. As it relates to
  definite life intangible assets, we apply the impairment rules as required by
  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets
  to Be Disposed Of" as amended by SFAS No. 144, which also requires significant
  judgment and assumptions related to the expected future cash flows
  attributable to the intangible asset. Modification of any of these assumptions
  can have a significant impact on the estimate of fair value and, thus, the
  recoverability of the asset.Income Taxes
    We recognize deferred tax assets and liabilities based on the
  differences between the financial statement carrying amounts and the tax bases
  of assets and liabilities. We regularly review our deferred tax assets for
  recoverability and establish a valuation allowance based upon historical
  losses, projected future taxable income and the expected timing of the
  reversals of existing temporary differences. As of September 30, 2003, we
  estimated the allowance on net deferred tax assets to be one hundred percent
  of the net deferred tax assets.Recent Accounting Pronouncements
    In April 2002, FASB issued SFAS No. 145, "Rescission of FASB
  Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and
  Losses from Extinguishment of Debt," and an amendment of that SFAS, SFAS No.
  64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements." SFAS
  No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
  Carriers." Further, SFAS No. 145 amends SFAS No. 13, "Accounting for Leases,"
  to eliminate an inconsistency between the required accounting for
  sale-leaseback transactions and the required accounting for certain lease
  modifications that have economic effects that are similar to sale-leaseback
  transactions. SFAS No. 145 also amends other existing authoritative
  pronouncements to make various technical corrections, clarify meanings, or
  described their applicability under changed conditions. This pronouncement
  requires gains and losses from extinguishment of debt to be classified as an
  extraordinary item only if the criteria in Accounting Principles Board Opinion
  No. 30, "Reporting the Results of Operations--Reporting the Effects of
  Disposal of a Segment of a Business, and Extraordinary, Unusual and
  Infrequently Occurring Events and Transactions," have been met. Further, lease
  modifications with economic effects similar to sale-leaseback transactions
  must be accounted for in the same manner as sale-leaseback transactions. The
  provisions of SFAS No. 145 related to the rescission of SFAS No. 4 shall be
  applied in fiscal years beginning after May 15, 2002. The provisions of SFAS
  No. 145 related to Statement 13 shall be effective for transactions occurring
  after May 15, 2002, with early application encouraged. The adoption of SFAS
  No. 145 did not have a material impact on our consolidated financial
  statements. 20  In July 2002, the FASB issued SFAS No. 146, "Accounting for
  Costs Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146
  requires that a liability for costs associated with an exit or disposal
  activity be recognized and measured initially at fair value only when the
  liability is incurred. SFAS 146 is effective for exit or disposal activities
  that are initiated after December 31, 2002. The adoption of SFAS 146 did not
  have a material impact on our consolidated financial statements.
    In December 2002, the FASB issued SFAS No. 148, "Accounting
  for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS
  No. 123." SFAS No. 148 provides alternative methods of transition for a
  voluntary change to the fair value based method of accounting for stock-based
  employee compensation. In addition, this Statement amends the 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 adoption of this Statement did not have a material
  effect on the consolidated financial statements of the Company.
    In November 2002, FASB issued FASB Interpretation (FIN) No.
  45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
  Including Indirect Guarantees of Indebtedness of Others." FIN No. 45
  elaborates on previously existing disclosure requirements for most guarantees.
  It also clarifies that at the time a company issues a guarantee, the company
  must recognize an initial liability for the fair value, or market value, of
  the obligations it assumes under the guarantee and must disclose that
  information in its financial statements. The provisions related to recognizing
  a liability at inception of the guarantee for the fair value of the
  guarantor's obligations does not apply to product warranties or to guarantees
  accounted for as derivatives. FIN No. 45 also requires expanded disclosures
  regarding product warranty expense. The initial recognition and initial
  measurement provisions apply on a prospective basis to guarantees issued or
  modified after December 31, 2002. The adoption of this Statement did not have
  a material effect on the consolidated financial statements.
    In January 2003, FASB issued FIN No. 46, "Consolidation of
  Variable Interest Entities, an interpretation of ARB No. 51." This
  interpretation provides guidance on: 1) the identification of entities for
  which control is achieved through means other than through voting rights,
  known as "variable interest entities" (VIEs); and 2) which business enterprise
  is the primary beneficiary and when it should consolidate the VIE. This new
  model for consolidation applies to entities: 1) where the equity investors (if
  any) do not have a controlling financial interest; or 2) whose equity
  investment at risk is insufficient to finance that entity's activities without
  receiving additional subordinated financial support from other parties. In
  addition, this interpretation requires that both the primary beneficiary and
  all other enterprises with a significant variable interest in a VIE make
  additional disclosures. This interpretation is effective for all new VIEs
  created or acquired after January 31, 2003. For VIEs created or acquired prior
  to February 1, 2003, the provisions of the interpretation must be applied no
  later than the beginning of the first interim or annual reporting period
  beginning after June 15, 2003. Certain disclosures are effective immediately.
  The adoption of this Statement did not have an effect on the consolidated
  financial statements.
    In April 2003, FASB issued SFAS No. 149, "Amendment of
  Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 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
  under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
  Activities." SFAS No. 149 requires that contracts with comparable
  characteristics be accounted for similarly. SFAS No. 149 is effective for
  contracts entered into or modified after June 30, 2003, and for hedging
  relationships designated after June 30, 2003. The adoption of this Statement
  did not have an effect on the consolidated financial statements.
    In May 2003, the FASB issued SFAS No. 150, "Accounting for
  Certain Financial Instruments with Characteristics of both Liabilities and
  Equity." SFAS No. 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 No. 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. The
  adoption of this Statement did not have a material effect on the consolidated
  financial statements. 21  ITEM 7.
  FINANCIAL STATEMENTSOur audited financial statements and related notes required
  by this Item 7 begin on page F-1, following Part III of this Report.ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE
    During our last fiscal year and as of the date of this
  report, we have had no changes in or disagreements with our principal
  independent accountant regarding any matter of accounting principles or
  practices, financial statement disclosure or auditing scope or procedure, nor
  has our principal accounting firm resigned or declined to stand for
  re-election.ITEM 8A. CONTROLS AND PROCEDURES
    The chief executive officer and the chief financial officer
  of the Company, has concluded based on his evaluation as of a date within 90
  days prior to the date of the filing of this Report, that the Company's
  disclosure controls and procedures are effective to ensure that information
  required to be disclosed by the Company in the reports filed or submitted by
  it under the Securities Act of 1934, as amended, is recorded, processed,
  summarized and reported within the time periods specified in the Securities
  and Exchange Commission's rules and forms, and include controls and procedures
  designed to ensure that information required to be disclosed by the Company in
  such reports is accumulated and communicated to the Company's management,
  including the president, as appropriate to allow timely decisions regarding
  required disclosure.
    There were no significant changes in the Company's internal
  controls or in other factors that could significantly affect these controls
  subsequent to the date of such evaluation. 22  PART III ITEM 9.
  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
  SECTION 16(a) OF THE EXCHANGE ACT
  Officers and DirectorsSet forth below are the Directors and Executive Officers of the Company and
  their ages and position(s) held as of the date of this offering:




|NAME          | AGE | POSITION                                           
|------------- | --- | ---------------------------------------------------
|Yan K. Skwara | 39  | Chief Executive Officer, President and
    Director
|              |     |                                                    
|Lonn Paul     | 36  | Secretary, Director                                
|              |     |                                                    
|Brad Smith    | 39  | Director*                                          
|              |     |                                                    

*Denotes Independent Director

Background
InformationYan K. Skwara, Chairman has been President and a Director of
the Company since its inception; he was elected CEO of the Company in September
1998. For the past six years, Mr. Skwara has been employed with the Company, Mr.
Skwara is currently employed full-time with the Company and brings his prior
experience in the investment banking and public relations arena to the Company.
Mr. Skwara has significant experience in management, product support and overall
knowledge in the investor relations arena. Mr. Skwara also maintains a
significant background in the soccer industry. He is a student of the game and
has been actively playing the game for 25 years and began his professional
career in soccer at age nineteen where he signed his first professional contract
with a club in Germany. Prior to playing overseas, Mr. Skwara studied and played
at California State University of Los Angeles. He played in Germany for two
years before coming back to the states to finish his professional career in Los
Angeles. 
    Lonn Paul, has served as a Director of the Company since May
10, 2002. He is currently a member of the board of Directors for ISMG and serves
also as corporate secretary. Previously, Lonn Paul's back ground in the game of
soccer is significant in that he has been both a player, coach and manager of
different youth and adult soccer teams in San Diego County. Lonn Paul also
served on the board of directors for the Mesa Soccer Association in 1994 through
1997. Going back to 1987 through 1990, Lonn Paul worked in the restaurant
industry for Rubios, McDonalds, and Burger King in the capacity of manager for
these restaurant chains.
    Brad Smith has been a professional soccer player whose career
spanned over two decades. His professional career began abroad in 1983 with a
few football clubs in Europe. Over a six year span he played in Germany for
teams such as RW Essen and BVLRemscheid in the 2nd and 3rd divisions. His career
brought him to the United States in 1989, when he began playing with the Los
Angeles Heat, which was part of the Western Soccer Alliance. One year later he
was picked up by Wichita Wings of the MISL. While with Wichita, he also sided up
with the Tampa Bay Rowdies. He played on both teams, balancing their respective
off seasons until 1993. For the 1993 and 1994 seasons He continued his career
with the Los Angeles Salsa and the Dayton Dynamos. In 1994 he was traded to the
Baltimore Blast where he resided until 1997. In 1997, he continued his career
with the Cincinnati Silverbacks and in 1998 he joined the San Diego Flash. He
played for both clubs until being traded back to Baltimore in 1999. He hung up
his kit finishing up his career with the Buffalo Blizzards during the 2000
season. Since retiring, Smith continued his passion for soccer by youth
coaching. He currently holds a B-License from Germany as well as a Y-License
which was issued to him by USSF and FIFA. He is currently married, with four
wonderful kids. Smith is currently a Loan Officer with CrossPoint Financial Home
Loans based out of Newport Beach, California. Mr. Smith was appointed to the
Company's Board of Directors as an interim director on August 5, 2003.

23

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The Company currently does not have an audit committee. Our
independent director, in consultation with our outside auditing firm, reviews
the audited financial statements annually.Indemnification
    As permitted by the provisions of the General Corporation Law
of the State of Nevada, the Company has the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation if such officer or director acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company. Any such person may be indemnified against
expenses, including attorneys' fees, judgments, fines and settlements in defense
of any action, suit or proceeding. The Company does not maintain directors and
officers' liability insurance.
    We have been advised that in the opinion of the Securities
and Exchange Commission indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to court of appropriate jurisdiction.
We will then be governed by the court's decision.ITEM 10. EXECUTIVE COMPENSATION
    The following table sets forth the annual and long-term
compensation for services in all capacities for the years ended December 31,
2003, 2002 and 2001 paid to Yan K. Skwara, our current Chief Executive Officer.
No other executive officers received compensation exceeding US $100,000 during
the years ended December 31, 2003 or 2002.

|                               
|-------------------------------
|Summary Compensation Table     
|                               
|                               
|                               
|                               
|                               
|Name and Principal
    Position
|                               
|Yan K. Skwara                  
|Chief Executive
    Officer(1) 
|                               

(1)     Mr. Skwara
became Chief Executive Officer effective as of December 20, 2001.
(2)     Mr. Skwara received 1,500,000 restricted shares of
common stock in January 2002 in lieu of $133,000 in salary accrued for 2001. No
salary was paid during the period.
(3)     Mr. Skwara received 2,000,000 restricted shares of
common stock in January 2003 in lieu of $133,000 in salary accrued for 2002. No
salary was paid during the period.
(4)     Mr. Skwara's salary of $133,000 per annum has been
accrued for the fiscal year ended December 31, 2003.

24

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We
do not currently contemplate compensating independent directors for their
services to the Company. Directors who are also officers of the Company receive
no additional compensation for serving on the Board of Directors.Director Compensation
    The following table sets forth the remuneration paid to the
Company's directors during its fiscal year ended December 31, 2003. The Company
does not pay directors who are also officers of the Company additional
compensation for their service as directors.

|                                     | Cash Compensation | Security Grants         
|------------------------------------ | ----------------- | ------------------------
|                                     |                   |                         
|Name                                 |                   | Annual
    Retainer Fees
|                                     |                   |                         
|Yan K.
    Skwara                    |                   | -                       
|Shane H.
    Traveller (1)           |                   | -                       
|Lonn Paul                            |                   | -                       
|Christian
    B.
    Herschberger(2) |                   | -                       
|Brad
    Smith                       |                   | -                       

(1) Mr. Traveller
resigned from the Board of Directors on July 11, 2003.
(2) Mr. Hershberger resigned from the Board of Directors on July 28, 2003.Employment Agreements
    The Company does not currently have any employment agreements
in place.ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    The following table sets forth certain information regarding
the ownership of the Company's common stock as of the date of this Memorandum,
and as adjusted to reflect the sale of the shares of common stock being offered
hereby, by each shareholder known by the Company to be the beneficial owner of
more than five percent (5%) of its outstanding shares of common stock, each
Director and all executive officers and Directors as a group. Each of the
shareholders has sole voting and investment power with respect to the shares he
beneficially owns.



25

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|Title of Class                    |  | Name and Address of
    Beneficial Owner                                                       |  | Amount of Nature of Beneficial
    Ownership |  | Percent of Class
|--------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | -------------------------------------------- |  | ----------------
|                                  |  |                                                                                                |  |                                              |  |                 
|$0.001 par value
    common stock |  | Yan K. Skwara, CEO
    3803 Mission Blvd. Suite 290
    San Diego, CA 92109                    |  | 3,621,428 shares (1)                         |  | 4.89%           
|                                  |  |                                                                                                |  |                                              |  |                 
|$0.001 par value
    common stock |  | Lonn Paul, Secretary
    and Director
    3803 Mission Blvd. Suite 290
    San Diego, CA 92109 |  | 50,000 shares                                |  | <1%             
|                                  |  |                                                                                                |  |                                              |  |                 
|$0.001 par value
    common stock |  | Brad Smith, Director
    3803 Mission Blvd. Suite 290
    San Diego, CA 92109                  |  | 50,000 shares                                |  | <1%             
|                                  |  |                                                                                                |  |                                              |  |                 
|$0.001 par value
    common stock |  | Officers and Directors
    as a group                                                          |  | 3,721,428 shares                             |  | 5%              

(1) Percentages are
based on total outstanding shares on March 30, 2004 for a total of 73,983,720
shares.ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    We believe that all prior related party transactions have
been entered into upon terms no less favorable to us than those that could be
obtained from unaffiliated third parties. Our reasonable belief of fair value is
based upon proximate similar transactions with third parties or attempts to
obtain the consideration from third parties. All ongoing and future transactions
with such persons, including any loans or compensation to such persons, will be
approved by a majority of disinterested members of the Board of Directors.
    On March 6, 2000, the Company entered into a Credit Line Loan
Agreement with Broadleaf Capital Partners, one of its shareholders. The advances
bear interest at 10% per annum and the unpaid principal and interest was due on
December 31, 2000. In order to secure the line of credit, the Company paid an
underwriting fee to the lender in the form of 1,250,000 restricted shares of
common stock (see Management's Discussion and Analysis, above). At December 31,
2002, the principal balance on this Credit Line was US $694,612, and with
accrued interest, US $884,880. In connection with the Agreement, the Company
also agreed to reconstitute its Board of Directors by allowing the Lender to
nominate 3 of the 5 directors, and to allow the Lender to approve certain
budgets and significant expenditures, and to receive monthly financial
statements from the Company. In addition, the agreement stipulates that the
Lender will provide certain accounting and senior management overview services
and public company reporting oversight in exchange for one percent (1%) of the
Company's gross revenues. In the event of default, the Lender may terminate the
Agreement, declare the outstanding balance to be due and payable, and convert
the balance into common restricted shares of the Company. The new shares to be
issued would be the number necessary for the Lender to have a cumulative
ownership position of 53% of the then issued and outstanding shares plus all
unexecuted options and warrants. The Company is in default on its credit lines
that were due on December 31, 2000. The holders have not taken any legal action
against the Company as permitted in the agreement, nor have they elected to
nominate directors as also permitted.
    During the years ended December 31, 2001 and 2000, the
Company received cash advances totaling US $85,377 from a company whose
president and CEO is Yan Skwara, also President/CEO of the Company. Interest on
this note accrued at 10.0% per annum, and the balance was due on demand. During
the year ended December 31, 2002, the Company made cash payments on this note
totaling US $64,593 to satisfy its obligation to this related party in full.

26

---

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

ITEM 13. EXHIBITS AND REPORTS ON
FORM 8-K
    (a) Exhibits

|Exhibit No. | Description                                                                                                                      | Location                                                                                                                                                                           
|----------- | -------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                  |                                                                                                                                                                                    
|3.1         | Articles of Incorporation                                                                                                        | Incorporated by reference to
    corresponding, Exhibit previously filed as and Exhibit to Registrant's Form
    10-KSB filed May 27, 2003                                         
|            |                                                                                                                                  |                                                                                                                                                                                    
|3.2         | By-Laws                                                                                                                          | Incorporated by reference to
    corresponding, Exhibit previously filed as and Exhibit to Registrant's Form
    10-KSB filed May 27, 2003                                         
|            |                                                                                                                                  |                                                                                                                                                                                    
|3.3         | Articles of Incorporation of SDSDC                                                                                               | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-SB filed October 29, 1999                                        
|            |                                                                                                                                  |                                                                                                                                                                                    
|3.4         | Bylaws of SDSDC                                                                                                                  | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-SB filed October 29, 1999                                        
|            |                                                                                                                                  |                                                                                                                                                                                    
|3.5         | Certificate of Designations for Series
    A Preferred Stock                                                                     | Incorporated by reference to Exhibit
    3.1 to Registrant's Form 10-QSB filed November 19, 2003                                                                                   
|            |                                                                                                                                  |                                                                                                                                                                                    
|3.6         | Certificate of Designations for Series
    B Preferred Stock, as amended                                                         | Filed herewith                                                                                                                                                                     
|4.1         | Form of Common Stock Certificate                                                                                                 | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-KSB for the year ended December 31, 2000 filed on January 7, 2003
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.1        | Rollercoaster, Inc. Merger Agreement                                                                                             | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-KSB filed May 27, 2003                                           
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.2        | Prestige Periodical Distributors
    distribution agreement                                                                      | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-KSB filed May 27, 2003                                           
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.3        | Credit Line Loan Agreement with
    Broadleaf Capital Partners                                                                   | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-KSB filed May 27, 2003                                           
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.4        | First Amendment to Credit Line Loan
    Agreement                                                                                | Incorporated by reference to
    corresponding Exhibit previously filed as an Exhibit to Registrant's Form
    10-KSB filed May 27, 2003                                           
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.5        | Agreement between LiveWire Sports
    Group, Inc. and Registrant dated October 26, 2003                                          | Incorporated by reference to Exhibit
    10.1 previously filed with Registrant's Form 8-K filed October 28, 2003                                                                   
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.6        | Consulting Agreement between
    Registrant and Creative Focus Productions dated September 30, 2003                              | Incorporated by reference to Exhibit
    10.4 previously filed with Registrant's Form 8-K filed October 28, 2003                                                                   
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.7        | Golo Lotto Asset Purchase Agreement                                                                                              | Incorporated by reference to Exhibit
    10.6 to Registrant's Form 10-QSB/A filed August 4, 2003                                                                                   
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.8        | First Amendment to Golo Lotto Asset
    Purchase Agreement                                                                       | Incorporated by reference to Exhibit
    10.6 to Registrant's Form 10-QSB/A filed August 4, 2003                                                                                   
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.9        | Latin America Futbol Corporation
    Marketing Services Consulting Agreement                                                     | Incorporated by reference to Exhibit
    10.5 to Registrant's Form 10-QSB filed November 19, 2003                                                                                  
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.10       | Golo Lotto Marketing and Licensing
    Agreement                                                                                 | Incorporated by reference to Exhibit
    10.6 to Registrant's Form 10-QSB filed November 19, 2003                                                                                  
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.11       | Marketing Agreement with Academia de
    Futbol Tahuichi                                                                         | Incorporated by reference to Exhibit
    10.7 to Registrant's Form 10-QSB filed November 19, 2003                                                                                  
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.12       | Exclusive Licensing Agreement between
    Registrant and Haig International, Inc.                                                | Filed herewith                                                                                                                                                                     
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.13       | Agreement between Registrant and 24th
    June Public Relations, Inc.                                                            | Filed herewith                                                                                                                                                                     
|            |                                                                                                                                  |                                                                                                                                                                                    
|10.14       | Consulting Agreement between
    Registrant and Goldtech Mining Corporation                                                      | Filed herewith                                                                                                                                                                     
|            |                                                                                                                                  |                                                                                                                                                                                    
|21          | List of Subsidiaries                                                                                                             | Filed herewith                                                                                                                                                                     
|            |                                                                                                                                  |                                                                                                                                                                                    
|23          | Consent of Independent Auditors'                                                                                                 | Filed herewith                                                                                                                                                                     
|            |                                                                                                                                  |                                                                                                                                                                                    
|99.1        | CEO Certification Pursuant to 18 USC,
    Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 | Filed herewith                                                                                                                                                                     
|            |                                                                                                                                  |                                                                                                                                                                                    



27

---

(b)
Form 8-K Reports
    We have filed two reports on Form 8-K, since fiscal year
ended December 31, 2002. These reports, filed October 28, 2003 and December 22,
2003, disclosed: 1) the sale of "90:00 Soccer Magazine", the acquisition of Golo
Lotto and changes in our business plan; and, 2) the results of our annual
shareholder meeting, respectively. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESRelationship with Independent Auditors
    The firm of HJ Associates & Consultants, LLP served as the
Company's independent public accountants for the years ended December 31, 2003
and 2002. The Board of Directors of the Company, in its discretion, may direct
the appointment of different public accountants at any time during the year, if
the Board believes that a change would be in the best interests of our
stockholders. The Board of Directors has considered the audit fees,
audit-related fees, tax fees and other fees paid to the Company's accountants,
as disclosed below, and had determined that the payment of such fees is
compatible with maintaining the independence of the accountants.
    Set forth below is a summary of the fees paid to the
Company's principal accountants for the past two years for the professional
services performed for the Company.Audit Fees
    The aggregate fees billed by HJ Associates & Consultants, LLP
for professional services rendered for the audit of the Company's annual
financial statements on Form 10-KSB and the reviews of the financial statements
included in the Compay's Form 10-QSB's for the fiscal years ended December 31,
2003 was $30,197 and December 31, 2002 was $34,685, respectively.
Audit-Related Fees
    Audit-related fees for the period ended December 31, 2003
were $2,521, compared to $524 for the period ended December 31, 2002. These fees
consisted of services related to the registration statement on Form S-4
previously filed by the Company, as well as the Company's registration statement
on Form S-8 and material even reports filed on Form 8-K during 2003.
Tax Fees
    The aggregate fees billed for tax compliance rendered by our
independent auditors for the years ended December 31, 2003 was $702 and December
31, 2002 was $252. The services comprising these fees include tax consulting and
submitting the tax return.







28

---

















INTERNATIONAL SPORTS
AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)

FINANCIAL STATEMENTS

December 31, 2003















F-1

---



CONTENTS



|Independent Auditors'
    Report                 | F-3 
|------------------------------------------------ | ----
|                                                 |     
|Balance Sheet                                    | F-4 
|                                                 |     
|Statements of
    Operations                     | F-6 
|                                                 |     
|Statements of
    Stockholders' Equity (Deficit) | F-7 
|                                                 |     
|Statements of Cash
    Flows                     | F-9 
|                                                 |     
|Notes to the Financial
    Statements            | F-11



F-2

---

INDEPENDENT AUDITORS'
REPORT



To the Board of
Directors
International Sports and Media Group, Inc.
(Formerly San Diego Soccer Development Corporation)
San Diego, California
We have audited the accompanying balance sheet of International Sports and Media
Group, Inc. (formerly San Diego Soccer Development Corporation) as of December
31, 2003, and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2003 and 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 the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Sports and Media
Group, Inc. (formerly San Diego Soccer Development Corporation) as of December
31, 2003 and the results of its operations and its cash flows for the years
ended December 31, 2003 and 2002, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company has incurred significant losses which have resulted in
an accumulated deficit, raising substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 8. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 25, 2004



F-3

---

INTERNATIONAL SPORTS AND MEDIA GROUP,
  INC.
  (FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Balance Sheet ASSETS
 December 31, 2003CURRENT ASSETSCash
        $
        3,853Total Current Assets
        
        3,853PROPERTY AND EQUIPMENT (Net) (Note
        2)
        
        4,660OTHER ASSETSLicense fees, net (Note 10)
        
        118,950Total Other Assets
        
        118,950TOTAL ASSETS
        $
        127,463
  The accompanying notes are an
  integral part of these financial statements. F-4  INTERNATIONAL SPORTS AND MEDIA
  GROUP, INC.(FORMERLY SAN DIEGO SOCCER
  DEVELOPMENT CORPORATION)Balance Sheet LIABILITIES AND STOCKHOLDERS'
        EQUITY (DEFICIT)December 31, 2003CURRENT LIABILITIESAccounts payable
      $
      371,802Accrued expenses (Note 6)
      
      576,588Convertible bond (Note 10)
      
      500,000Convertible promissory notes (Note
      5)
      
      448,488Notes payable (Note 4)
      
      71,802Accrued interest payable
      
      210,196Total Current Liabilities
      
      2,178,876Total Liabilities
      
      2,178,876STOCKHOLDERS' DEFICITPreferred stock: 50,000,000 shares
      authorized of $0.001 par value, 2,500 shares issued and outstanding
      
      3Common stock: 150,000,000 shares
      authorized of $0.001 par value, 73,548,724 shares issued and outstanding
      
      73,549Additional paid-in capital
      
      7,545,805Subscriptions payable
      
      3,000Treasury stock, at cost
      
      (280)Accumulated deficit
      
      (9,673,490)Total Stockholders' Deficit
      
      (2,051,413)TOTAL LIABILITIES AND
        STOCKHOLDERS' DEFICIT
      $
      127,463 The accompanying notes are an
  integral part of these financial statements. F-5  INTERNATIONAL SPORTS AND MEDIA
  GROUP, INC.
  (FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Statements of Operations


For the Years
      Ended December 31,2003
      
      2002REVENUESConsulting Revenue
      $
      10,000
      
      $
      -Magazine-related revenues
      
      4,308
      
      
      5,613Total Revenues
      
      14,308
      
      
      5,613EXPENSESPayroll and payroll taxes
      
      52,166
      
      
      191,110General and administrative
      
      333,268
      
      
      228,830Consulting
      
      878,586
      
      
      801,772Depreciation and amortization
      
      11,393
      
      
      5,480Total
      Expenses
      
      1,275,413
      
      
      1,227,192Loss
      From Operations
      
      (1,261,105)
      
      
      (1,221,579)OTHER INCOME (EXPENSE)Gain on settlement of debt (Note 3)
      
      869,213
      
      
      32,310Gain of sale of magazine
      
      57,691
      
      
      -Interest expense
      
      (684,266)
      
      
      (409,853)Total Other Income (Expense)
      
      242,638
      
      
      (377,543)NET LOSS
      $
      (1,018,467)
      
      $
      (1,599,122)BASIC LOSS PER SHARE
      $
      (0.02)
      
      $
      (0.09)WEIGHTED AVERAGE NUMBER OF SHARES
      OUTSTANDING
      
      52,541,939
      
      $
      17,631,619




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




F-6

---

INTERNATIONAL SPORTS
AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Statements of Stockholders' Equity (Deficit)



Preferred Stock
      
      Common StockShares
      
      
      Amount
      
      
      Shares
      
      
      Amount
      
      
      Additional Paid-In Capital
      
      Subscriptions
        Payable
      
      
      Treasury Stock
      
      
      Accumulated DeficitBalance,
      December 31, 2001
      -
      
      $
      -
      
      
      9,828,154
      
      $
      9,828
      
      $
      5,052,267
      $
      -
      
      $
      (105)
      
      
      (7,055,901)Common stock issued
      for cash
      -
      
      
      -
      
      
      6,180,500
      
      
      6,181
      
      
      303,402
      
      -
      
      
      -
      
      
      -Common stock issued
      in conversion of promissory notes
      -
      
      
      -
      
      
      452,000
      
      
      452
      
      
      9,548
      
      -
      
      
      -
      
      
      -Common stock issued
      for services rendered
      -
      
      
      -
      
      
      15,042,000
      
      
      15,042
      
      
      737,058
      
      -
      
      
      -
      
      
      -Common stock issued
      on exercise of options
      -
      
      
      -
      
      
      32,500
      
      
      32
      
      
      1,593
      
      -
      
      
      -
      
      
      -Expense realized on
      stock options granted
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,335
      
      -
      
      
      -
      
      
      -Treasury stock
      purchased
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      -
      
      
      (175)
      
      
      -Beneficial
      conversion on convertible notes
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      169,000
      
      -
      
      
      -
      
      
      -Net loss for the
      year ended
      December 31, 2002
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      -
      
      
      -
      
      
      (1,599,122)Balance, December
      31, 2002
      -
      
      $
      -
      
      
      31,535,154
      
      $
      31,535
      
      $
      6,274,203
      $
      -
      
      $
      (280)
      $
      
      (8,655,023) The accompanying notes are an
  integral part of these financial statements.
  F-7  INTERNATIONAL
  SPORTS AND MEDIA GROUP, INC.
  (FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Statements of Stockholders' Equity (Deficit) (Continued)  Preferred Stock
        
        Common StockShares
        
        
        Amount
        
        
        Shares
        
        
        Amount
        
        
        Additional Paid-In Capital
        
        Subscriptions
          Payable
        
        
        Treasury Stock
        
        
        Accumulated DeficitBalance, December 31, 2002
        -
        
        $
        -
        
        
        31,535,154
        
        $
        31,535
        
        $
        6,274,203
        $
        -
        
        $
        (280)
        $
        
        (8,655,023)Preferred stock issued for cash
        2,500
        
        
        3
        
        
        -
        
        
        -
        
        
        2,497
        
        -
        
        
        -
        
        
        -Common
        stock issued for cash
        -
        
        
        -
        
        
        1,875,000
        
        
        1,875
        
        
        35,625
        
        -
        
        
        -
        
        
        -Common
        stock issued in conversion of promissory notes
        -
        
        
        -
        
        
        22,481,721
        
        
        22,481
        
        
        251,355
        
        -
        
        
        -
        
        
        -Common
        stock issued for services rendered
        -
        
        
        -
        
        
        20,194,049
        
        
        20,195
        
        
        449,185
        
        -
        
        
        -
        
        
        -Common
        stock issued for licensing fees
        -
        
        
        -
        
        
        1,500,000
        
        
        1,500
        
        
        73,500
        
        -
        
        
        -
        
        
        -Common
        stock issued in settlement of debt
        -
        
        
        -
        
        
        100,000
        
        
        100
        
        
        1,900
        
        -
        
        
        -
        
        
        -Cash
        received on stock subscription payable
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        3,000
        
        
        -
        
        
        -Beneficial conversion on feature convertible notes
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        444,652
        
        -
        
        
        -
        
        
        -Expense recognized on warrants granted
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        8,751
        
        -
        
        
        -
        
        
        -Common
        shares cancelled
        -
        
        
        -
        
        
        (4,137,200)
        
        
        (4,137)
        
        
        4,137
        
        -
        
        
        -
        
        
        -Net
        loss for the year ended
        December 31, 2003
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        -
        
        
        -
        
        
        (1,018,467)Balance, December 31, 2003
        2,500
        
        $
        3
        
        
        73,548,724
        
        $
        73,549
        
        $
        7,545,805
        $
        3,000
        
        $
        (280)
        $
        
        (9,673,490) The accompanying notes are an
    integral part of these financial statements.
    F-8  INTERNATIONAL
    SPORTS AND MEDIA GROUP, INC.
    (FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Statements of Cash Flows
 For the Years Ended
        December 31,2003
      
      2002CASH
      FLOWS FROM OPERATING ACTIVITIESNet Loss
      
      $
      (1,018,467)
      $
      (1,599,122)Adjustments to reconcile net loss to net cash used by operating
      activities:Depreciation and amortization
      
      
      9,892
      
      5,480Stock issued for services
      
      
      471,380
      
      752,100Gain on settlement of debt
      
      
      (869,214)
      
      -Gain on sale of magazine
      
      
      (57,691)
      
      -Expensed recognized on stock options granted
      
      
      8,751
      
      1,325Stock issued in conversion of warrants
      
      
      -
      
      1,625Beneficial conversion recognized
      
      
      444,652
      
      169,000Changes
      in operating assets and liabilities:Increase in accounts payable
      
      
      64,488
      
      61,796Increase (decrease) in unearned revenue
      
      
      17,433
      
      20,518Increase in accrued expenses
      
      
      260,255
      
      176,142Net Cash
      Used by Operating Activities
      
      
      (668,521)
      
      (411,136)CASH
      FLOWS FROM INVESTING ACTIVITIESCash paid for licensing fees
      
      
      (47,000)
      
      -Net Cash Used by Investing Activities
      
      
      (47,000)
      
      -CASH
      FLOWS FROM FINANCING ACTIVITIESPreferred stock issued for cash
      
      
      2,500
      
      -Increase in subscription payable
      
      
      3,000
      
      -Common stock issued for cash
      
      
      37,500
      
      309,583Convertible promissory notes proceeds
      
      
      853,953
      
      169,000Cash payments of debt
      
      
      (174,382)
      
      (70,543)Change in bank overdraft
      
      
      (3,197)
      
      3,197Purchase of treasury stock
      
      
      -
      
      (175)Net Cash Provided by Financing Activities
      
      
      719,374
      
      411,062NET
      INCREASE (DECREASE) IN CASH
      
      
      3,853
      
      (74)CASH AT
      BEGINNING OF PERIOD
      
      
      -
      
      74CASH AT
      END OF PERIOD
      
      $
      3,853
      $
      - The accompanying notes are an
  integral part of these financial statements. F-9   INTERNATIONAL SPORTS AND MEDIA
  GROUP, INC.
  (FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)
  Statements of Cash Flows (Continued) For the Years Ended
      
      December 31,2003
      
      2002SUPPLEMENTAL CASH FLOW INFORMATIONCASH
      PAID FOR:Interest
      
      $
      1,509
      $
      -Income
      taxes
      
      
      -
      
      -NON-CASH
      INVESTING AND FINANCING ACTIVITIESCommon
      stock issued for conversion of promissory notes
      
      $
      273,836
      $
      10,000Common
      stock issued for services rendered
      
      $
      471,380
      $
      752,100  The accompanying notes are an
  integral part of these financial statements.
  F-10


---

INTERNATIONAL
SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

> a. Organization
>   International Sports and Media Group, Inc. (formerly San Diego Soccer
>   Development Corporation), ("the Company") was incorporated on December 12,
>   1995, under the laws of the state of Nevada under the name Roller Coaster,
>   Inc. The Company engaged in no operations prior to February 10, 2000.
>   On February 10, 2000, the Company issued 5,284,369 shares of its previously
>   un-issued common stock to the shareholders of San Diego Soccer Development
>   Corporation, a California company (SDSDC) in exchange for all of the issued
>   and outstanding shares of SDSDC. Immediately following the acquisition of
>   SDSDC, the Company changed its name to San Diego Soccer Development
>   Corporation.
>   At the time of acquisition of SDSDC, the Company was completely inactive, with
>   no operations, assets, or liabilities. Additionally, the exchange of the
>   Company's common stock for the common stock of SDSDC resulted in the former
>   shareholders of SDSDC obtaining control of the Company. Accordingly, SDSDC was
>   treated as the continuing entity for accounting purposes, and the Company
>   being the continuing entity for legal purposes. The transaction was accounted
>   for as a recapitalization of SDSDC, with no adjustment to the basis of SDSDC's
>   assets acquired or liabilities assumed.
>   SDSDC was incorporated on August 22, 1997 in the state of California, and was
>   engaged for a time in the management and marketing of professional soccer
>   teams, as well as the publication of a soccer magazine. The majority of the
>   Company's revenues have been generated from corporate sponsorships, ticket
>   sales, and advertising.
>   On December 19, 2003, shareholders of the Company elected to change the
>   Company's corporate name to International Sports and Media Group, Inc., to
>   adequately reflect the Company's current business model.
>   b. Accounting Methods
>   The Company's financial statements
>   are prepared using the accrual method of accounting. The Company has elected a
>   December 31 year-end.
>   c. Basic Loss Per Share
>   The computation of basic loss per
>   share of common stock is based on the weighted average number of shares
>   outstanding during the period.

| |                      |   | For the Year Ended
    December 31,
| | -------------------- | - | -----------------------------------
| |                      |   |                                    
| |                      |   | 2003                               
| |                      |   |                                    
| | Loss (numerator)     | $ | (1,018,467)                        
| | Shares (denominator) |   | 52,541,939                         
| |                      |   |                                    
| | Per share amount     | $ | (0.02)                             
| |                      |   |                                    





F-11

---

INTERNATIONAL SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

> c. Basic Loss Per
>   Share (Continued)
>   The Company's outstanding stock options have been excluded from the basic net
>   loss per share calculation as they are antidilutive. The Company has excluded
>   1,287,800 common stock equivalents. 
>   d. Property and Equipment
>   Property and equipment is recorded at cost. Major additions and improvements
>   are capitalized. The cost and related accumulated depreciation of equipment
>   retired or sold are removed from the accounts and any differences between the
>   undepreciated amount and the proceeds from the sale are recorded as a gain or
>   loss on sale of equipment. Depreciation is computed using the straight-line
>   method over the estimated useful life of the assets.
>   e. Income Taxes
>   Deferred taxes are provided on a liability method whereby deferred tax assets
>   are recognized for deductible temporary differences and operating loss and tax
>   credit carryforwards and deferred tax liabilities are recognized for taxable
>   temporary differences. Temporary differences are the differences between the
>   reported amounts of assets and liabilities and their tax bases. Deferred tax
>   assets are reduced by a valuation allowance when, in the opinion of
>   management, it is more likely than not that some portion or all of the
>   deferred tax assets will be realized. Deferred tax assets and liabilities are
>   adjusted for the effects of changes in tax laws and rates on the date of
>   enactment.
>   Net deferred tax assets consist of the following components as of December 31,
>   2003 and 2002:

|                             |  |   |             |      |            
|---------------------------- |  | - | ----------- | ---- | -----------
|                             |  |   |             | 2003 |            
|                             |  |   |             |      |            
|Deferred tax assets          |  |   |             |      |            
|                             |  |   |             |      |            
|NOL Carryover                |  | $ | 1,998,400   | $    | 2,257,300  
|                             |  |   |             |      |            
|Deferred tax
    liabilities |  |   | (80,958)    |      | -          
|                             |  |   |             |      |            
|Valuation allowance          |  |   | (1,917,442) |      | (2,257,300)
|                             |  |   |             |      |            
|Net deferred tax asset       |  | $ | -           | $    | -          
|                             |  |   |             |      |            
|                             |  |   |             |     

> The income tax provision differs from
>   the amount of income tax determined by applying the US federal and state
>   income tax rates of 39% to pretax income from continuing operations for the
>   years ended December 31, 2003 and 2002 due to the following:

F-12

---

INTERNATIONAL SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

> e. Income Taxes
>   (Continued)

| |                                        |   | 2003      |   | 2002     
| | -------------------------------------- | - | --------- | - | ---------
| |                                        |   |           |   |          
| | Book loss                              | $ | (369,825) | $ | (159,561)
| | Penalties & Interest                   |   | 10,565    |   | -        
| | Accrued Expenses                       |   | (10,335)  |   | -        
| | Depreciations                          |   | (22,020)  |   | -        
| | Other                                  |   | 570       |   | (302)    
| | Stock for
    Services/Options Expense |   | 358,425   |   | 51,870   
| | Valuation allowance                    |   | 32,620    |   | 107,993  
| |                                        |   |           |   |          
| |                                        | $ | -         | $ | -        
| |                                        |   |           |   |          

> At December 31, 2003, the Company had net operating loss carryforwards of
>   approximately $5,100,000 which may be offset against future taxable income
>   from the year 2003 through 2023. No tax benefit has been reported in the
>   December 31, 2003 financial statements since the potential tax benefit is
>   offset by a valuation allowance of the same amount.
>   Due to the change in ownership provisions of the Tax Reform Act of 1986, net
>   operating loss carryforwards for Federal income tax reporting purposes are
>   subject to annual limitations. Should a change in ownership occur, net
>   operating loss carryforwards may be limited as to use in the future.
>   f. Estimates
>   The preparation of financial statements in conformity with accounting
>   principles generally accepted in the United States of America requires
>   management to make estimates and assumptions that affect the reported amounts
>   of assets and liabilities and disclosure of contingent assets and liabilities
>   at the date of the financial statements and the reported amounts of revenues
>   and expenses during the reporting period. Actual results could differ from
>   those estimates.
>   g. Advertising and Promotion
>   The Company follows the policy of charging the costs of advertising and
>   promotion to expense as incurred. Advertising and promotion expense for the
>   years ended December 31, 2003 and 2002 totaled $33,386 and $16,682,
>   respectively.



F-13

---

INTERNATIONAL
SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

> h. Revenue and
>   Expense Recognition
>   Revenue from magazine subscriptions and advertising contracts is recognized at
>   the time the Company's corresponding magazine issues are published.
>   Accordingly, advance subscriptions and advertising sales for future periods
>   have been recorded as deferred revenues and recognized on a pro-rata basis
>   during the applicable subscription or advertising term. Administrative,
>   general, advertising and promotional expenses are charged to operations as
>   incurred. The Company sold all magazine related assets, liabilities and
>   operations during the 2003 fiscal year (See Note 11). Therefore, unearned
>   revenue at December 31, 2003 totaled $-0-.
>   i. Stock Options
>   The Company has granted options to purchase common stock to various parties as
>   consideration for various services rendered to the Company. Under the
>   Statement of Financial Accounting Standards No. 123, as amended by SFAS No.
>   148 Accounting for Stock-Based Compensation ("SFAS 123"), the Company is
>   recognizing the compensation cost using the estimated fair value method. Under
>   the fair value method, total compensation cost is the estimated fair value of
>   the stock options at the grant date, less any amount paid by the employee for
>   the stock options.
>   j. Recent Accounting Pronouncements
>   During the year ended December 31, 2003, the Company adopted the following
>   accounting pronouncements which had no impact on the financial statements or
>   results of operations:
>   SFAS No. 143,
>     Accounting for Asset Retirement Obligations;
>     SFAS No.145, Recision
>     of FASB Statements 4, 44, and 64, amendment of Statement 13, and Technical
>     Corrections;
>     SFAS No. 146,
>     Accounting for Exit or Disposal Activities;
>     SFAS No. 147,
>     Acquisitions of certain Financial Institutions; and
>     SFAS No. 148,
>     Accounting for Stock Based Compensation.
>     SFAS No.149, Amendment
>     of Statement 133 on Derivative Instruments and Hedging Activities;
>     SFAS No.150,
>     Accounting for Certain Financial Instruments with Characteristics of both
>     Liabilities and Equity
>     In addition, during the year ended December 31, 2003, FASB Interpretations
>     No. 45 and No. 46, along with various Emerging Issues Task Force Consensuses
>     (EITF) were issued and adopted by the Company and had no impact on its
>     financial statements.

F-14

---

INTERNATIONAL SPORTS AND MEDIA
GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

| |                                |   | December 31, 
      2003
| | ------------------------------ | - | ------------------------
| |                                |   |                         
| | Soccer Equipment               | $ | 6,000                   
| | Promotional equipment          |   | 9,685                   
| | Computers and software         |   | 19,216                  
| |                                |   |                         
| |                                |   | 34,901                  
| | Accumulated
    depreciation   |   | (30,241)                
| |                                |   |                         
| | Net property and
    equipment | $ | 4,660                   
| |                                |   |                         

> During the years ended
>   December 31, 2003 and 2002, the Company recorded depreciation expense of
>   $8,342 and $5,480, respectively.

NOTE 3 - RELATED PARTY
TRANSACTIONS

> a. Credit Lines
>   Payable
>   The Company entered into a Credit Line Loan Agreement with Broadleaf Capital
>   Partners, Inc. ("Broadleaf"), a significant shareholder, effective March 6,
>   2000. The Agreement provides the Company with a line of credit for approved
>   expenditures. The advances bear interest at 10% per annum and the unpaid
>   principal and interest was originally due on December 31, 2000. In addition,
>   in order to secure the line of credit, the Company paid an underwriting fee to
>   the lender in the form of 1,250,000 restricted shares of common stock valued
>   at $1,250,000. At October 2003, the principal balance on this Credit Line was
>   $694,612, and with accrued interest, totaled $942,764. 
>   In October 2003, the Company consummated a Settlement Agreement with Broadleaf
>   whereby the company made a cash payment of $125,000 issued 100,000 shares of
>   its restricted common stock, and granted 100,000 warrants with a strike price
>   of $1.00 per share to Broadleaf in exchange for the full forgiveness of the
>   Company's obligation to Broadleaf. The Company realized a gain on settlement
>   of debt totaling $869,214 relating to this transaction.





F-15

---

INTERNATIONAL
SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 3 - RELATED PARTY TRANSACTIONS
(Continued)

> b. Loans from Related Parties
>   The Company borrowed an $9,987 during the 2000 fiscal year from a wholly-owned
>   subsidiary of Broadleaf. This amount, plus all related accrued interest, was
>   forgiven as a part of the Settlement Agreement with Broadleaf discussed in the
>   proceeding paragraph.

NOTE 4 - NOTES PAYABLE

Notes payable consist of the following:

|                                                                                                                                        |   | December 31, 
      2003
|--------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------
|                                                                                                                                        |   |                         
|Note
    payable to an unaffiliated company, interest at 10% per annum, principal and
    interest due December 31, 2000, unsecured.    | $ | 42,500                  
|                                                                                                                                        |   |                         
|Note payable to an unaffiliated
    company, interest at 11% per annum, principal and interest due on December
    31, 2000, unsecured. |   | 29,302                  
|                                                                                                                                        |   |                         
|Total Notes Payable                                                                                                                     |   | 71,802                  
|                                                                                                                                        |   |                         
|Less: Current Portion                                                                                                                   |   | (71,802)                
|                                                                                                                                        |   |                         
|Long-Term Notes Payable                                                                                                                 | $ | -                       
|                                                                                                                                        |   |                         
|                                                                                                                                        |   |                         
|The aggregate principal maturities of
    notes payable are as follows:                                                                
|                                                                                                                                        |   |                         
|Year Ended
    December 31,                                                                                                             |   | Amount                  
|                                                                                                                                        |   |                         
|2003                                                                                                                                    |   | 71,802                  
|                                                                                                                                        |   |                         

At December 31, 2003, the Company was
in default on its two notes payable. The note holders have not taken any legal
action against the Company as permitted by the agreements. Accrued interest on
these notes totaled $23,950 as of December 31, 2003.

F-16

---

INTERNATIONAL SPORTS AND MEDIA
GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 5 - CONVERTIBLE PROMISSORY NOTES

Convertible Promissory notes consist of
the following:

|                                                                                                                                                                                                                                                                                                                                          |   | December 31, 2003
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -----------------
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Notes payable to
    various unrelated parties, bearing
    interest at 20% per annum, principal and interest due
    September 30, 2001, convertible into common stock
    at $1.00 per share at the option of the holder, currently in default                                                                                          | $ | 27,500           
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Notes payable to
    various unrelated parties, bearing
    interest at 10% per annum, principal and interest due
    on July 31, 2001, convertible into common stock at
    $1.00 per share at the option of the holder, currently in default                                                                                            |   | 40,000           
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Notes payable to
    various unrelated parties, bearing
    interest at 8% per annum, principal and interest due
    on July 1, 2000, convertible into common stock at
    $1.00 per share at the option of the holder, currently in default                                                                                              |   | 29,900           
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Notes payable to
    various unrelated parties, bearing
    interest at 8% per annum, principal and interest due
    on December 31, 1999, convertible into common stock 
    at $1.00 per share at the option of the holder, currently in default                                                                                        |   | 117,600          
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Notes payable to
    various unrelated parties, bearing
    interest at 8% per annum, principal and interest due
    on 12/31/2000, convertible into common stock at
    $1.00 per share at the option of the holder, currently in default                                                                                                |   | 10,250           
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Notes payable to
    various unrelated parties, bearing
    interest at 10% per annum, principal and interest due
    on various dates (all six month terms), convertible into
    common stock at 50% of market price on date of 
    conversion, at the option of the holder. The last of these
    notes matures on February 20, 2004. |   | 223,238          
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Total Convertible
    Promissory Notes                                                                                                                                                                                                                                                                                                    |   | 448,488          
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Less: Current Portion                                                                                                                                                                                                                                                                                                                     |   | (448,488)        
|                                                                                                                                                                                                                                                                                                                                          |   |                  
|Long-term Convertible
    Promissory Notes                                                                                                                                                                                                                                                                                                | $ | -                
|                                                                                                                                                                                                                                                                                                                                          |   |                  



F-17

---

INTERNATIONAL SPORTS AND MEDIA
GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 5 - CONVERTIBLE PROMISSORY NOTES
(Continued)

> During the years
>   ended December 31, 2003 and 2002, the Company borrowed $349,651 and $169,000,
>   respectively, under the terms of its convertible promissory notes, and made
>   cash payments on the notes totaling $35,728 and $5,950, respectively. Certain
>   notes were converted into common stock as well, with $271,836 in outstanding
>   notes being converted into 21,331,721 shares of common stock during 2003, and
>   $10,000 in outstanding notes being converted into 452,000 shares in 2002. An
>   additional $40,000 was forgiven in relation to the Settlement Agreement in
>   Note 3. These notes accrued interest totaling $58,331 in 2003 and $32,196 in
>   2002.
>   The most recent subset of the convertible promissory notes discussed above was
>   issued during the year ended December 31, 2002 to various unrelated parties.
>   As a stipulation of this set of notes, the principal balances of the notes are
>   convertible into common stock at a rate of 50% of the prevailing market price
>   of the stock on the date of conversion. This beneficial conversion feature
>   yielded a discount on the debt totaling $344,652 in 2003, which was fully
>   amortized at December 31, 2003, because the notes are convertible immediately.

NOTE 6 - ACCRUED EXPENSES

> As of December 31, 2003, accrued
>   expenses consisted of the following:

| | Accrued franchise fees             | $ | 12,500 
| | ---------------------------------- | - | -------
| | Accrued consulting
    fees        |   | 3,115  
| | Accrued payroll                    |   | 193,593
| | Accrued payroll tax                |   | 277,945
| | Accrued penalties and
    interest |   | 74,435 
| | Other accrued expenses             |   | 15,000 
| |                                    |   |        
| |                                    | $ | 576,588
| |                                    |   |        

NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)

> a. Common Stock
>   During 2002, the Company issued 6,180,500 shares of its common stock for cash
>   at $0.05 per share, 15,042,000 shares for services at $0.05 per share, an
>   additional 452,000 shares in conversion of $10,000 in promissory notes, and
>   32,500 upon exercise of stock options. At December 31, 2002, the Company had
>   31,535,154 shares of common stock issued and outstanding.
>   During 2003, the Company issued 1,875,000 shares of common stock for cash at
>   $0.02 per share, 22,481,721 shares in conversion of $271,836 in convertible
>   promissory notes, 20,194,049 shares as consideration for services rendered,
>   1,500,000 shares for prepaid licensing fees, and 100,000 in settlement of
>   debt.



F-18

---

INTERNATIONAL SPORTS
AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)
(Continued)

> b. Preferred Stock
>   During fiscal year 2003, the Company's Board of Directors created and
>   authorized the issuance of up to 1,000,000 shares of Series B preferred stock,
>   at $0.001 par value. The Board further resolved to create the preferred stock
>   such that in the event of liquidation, the Series B Holders would be entitled
>   to convert their respective shares, at any time, into three shares of the
>   Company's common stock. In addition, the holders of the Series B preferred
>   stock are entitled to receive non-cumulative dividends in preference to any
>   dividend on the common stock at the rate of 6% per annum. 
>   c. Stock Options and Warrants
>   The Company had the following common stock option and warrant transactions
>   during the year ended December 31, 2003:

| |                                                 |  | Shares      |   | Weighted Average
    Exercise 
    Price |  |  | Contractual 
      Life of Options 
      Outstanding
| | ----------------------------------------------- |  | ----------- | - | ---------------------------------------- |  |  | -----------------------------------------------------
| |                                                 |  |             |   |                                          |  |  |                                                      
| | Options outstanding at
    
    January 1, 2003 |  | 1,287,800   | $ | 0.18                                     |  |  | 2.16 years                                           
| |                                                 |  |             |   |                                          |  |  |                                                      
| | Warrants granted                                |  | 100,000     | $ | 1.00                                     |  |  | 1.83 years                                           
| |                                                 |  |             |   |                                          |  |  |                                                      
| | Options exercised                               |  |             |   | -                                        |  |  | -                                                    
| |                                                 |  |             |   |                                          |  |  |                                                      
| | Options forfeited or expired                    |  | (1,287,800) |   | -                                        |  |  | -                                                    
| |                                                 |  |             |   |                                          |  |  |                                                      
| | Warrants outstanding at December 31, 2003       |  | 100,000     | $ | 1.00                                     |  |  | 1.83 years                                           
| |                                                 |  |             |   |                                          |  |  |                                                      
| |                                                 |  |             |   |                                          |  |  |                                                      
| | Exercisable at end of year                      |  |             |   | 100,000                                  |  |  |                                                      
| |                                                 |  |             |   |                                          |  |  |                                                      

> During the 2003 fiscal year, the Company cancelled 445,000 outstanding stock
>   options and issued 44,500 shares of restricted common stock as consideration
>   to the option holders. The remaining 843,800 stock options, which had been
>   issued to various consultants, were cancelled for non-performance. In
>   addition, the Company granted 100,000 warrants to Broadleaf as partial
>   consideration for the forgiveness of the Company's payables to Broadleaf.
>   These warrants have a two-year term, and are exercisable at $1.00 per share.

F-19

---

INTERNATIONAL SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 8 - GOING CONCERN

> As reported in the
>   financial statements, the Company has an accumulated deficit of approximately
>   $9,670,000 at December 31, 2003 and has incurred a significant loss from
>   operations for the year then ended. In addition, the Company was in default on
>   certain of its promissory notes on December 31, 2003. The Company's
>   shareholders' deficit was approximately $2,050,000 and its current liabilities
>   exceeded its current assets by approximately $2,175,000.
>   These factors create uncertainty about the Company's ability to continue as a
>   going concern. The ability of the Company to continue as a going concern is
>   dependent on the Company obtaining adequate capital to fund operating losses
>   until it becomes profitable. If the Company is unable to obtain adequate
>   capital it could be forced to cease operations.
>   In order to continue as a going concern and achieve a profitable level of
>   operations, the Company will require, among other things, additional capital
>   resources. Management's plans to obtain such resources for the Company include
>   (1) raising additional capital through the sale of common stock; (2)
>   continuing the practice of issuing common stock as consideration for certain
>   employee and marketing services; (3) converting promissory notes into common
>   stock; and (4) eliminating its high-overhead magazine operations, and shifting
>   the Company's focus toward low-overhead consulting and sports management
>   services. Management cannot provide any assurances that the Company will be
>   successful in accomplishing any of its plans.
>   The ability of the Company to continue as a going concern is dependent upon
>   its ability to successfully accomplish the plans described in the preceding
>   paragraph and eventually secure other sources of financing and attain
>   profitable operations. The accompanying financial statements do not include
>   any adjustments that might be necessary if the Company is unable to continue
>   as a going concern.

NOTE 9- COMMITMENTS AND
CONTINGENCIES

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

NOTE 10- SIGNIFICANT
EVENTS

> International
>   Football Finance Group
>   On September 25, 2003, the Company consummated the creation of a new,
>   wholly-owned subsidiary, called International Football Finance Group ("IFFG").
>   IFFG is a California corporation, created for the purpose of engaging in any
>   lawful business activity. IFFG is authorized to issue 1,000,000 shares of
>   common stock. As of December 31, 2003, IFFG had zero assets and zero
>   liabilities.

F-20

---

INTERNATIONAL SPORTS
AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 10- SIGNIFICANT
EVENTS (Continued)

> Pan American
>   Relations, Inc.On October 30, 2003, the Company consummated the creation of a new,
>   wholly-owned subsidiary, called Pan American Relations, Inc. ("PanAm"). PanAm
>   is a California corporation, created for the purpose providing financial and
>   investor relations services for emerging companies. PanAm is authorized to
>   issue 1,000,000 shares of common stock. As of December 31, 2003, PanAm had
>   zero assets and zero liabilities.
>   Marketing
>   Agreement
>   On September 17, 2003, the Company consummated a Marketing Agreement with
>   Academia de Futbol Tahuichi ("Tahuichi") whereby the Company agreed to help
>   Tahuichi obtain advertising revenues, assist Tahuichi in raising capital, and
>   assist Tahuichi in selling the contracts of certain Academy soccer players. In
>   exchange for these services, the Company is entitled to 25% of the revenues
>   generated on behalf of Tahuichi. The term of the contract is one year.Convertible Debenture
>   In October 2003, the Company completed a Confidential Private Placement
>   Memorandum, whereby the Company raised $500,000 in cash from an unrelated
>   investor in the form of a convertible bond. Per the terms of the Bond
>   Agreement, the debt instrument is convertible into common stock at $0.10 per
>   share, and vests immediately. The bond accrues interest at 5.0% per annum. The
>   Company recognized interest expense totaling $100,000 relating to the
>   beneficial conversion feature of this convertible debt instrument.Sale of Magazine
>   On October 27, 2003 the Company entered into an agreement with Live Wire
>   Sports Group, ("Live Wire") to transfer ownership of the Company's 90:00
>   Minutes Magazine to Live Wire in exchange for the cancellation of the
>   Company's $19,740 debt payable to Live Wire, and Live Wire's assumption of the
>   related advertising and subscription obligations, totaling $37,951. The
>   Company realized a gain on this sales transaction in the amount of $57,691.
>   Marketing and Consulting Agreement
>   In November 2003, the Company entered into a Marketing Services Consultant
>   Agreement with Latin American Futbol Organization ("LAFC"). According to the
>   terms of the Agreement, the Company is to pay $184,000 in cash to LAFC as
>   advance payment for various financial, accounting, and reporting services, as
>   well as business development consulting focused on South American operations.
>   In exchange, LAFC transfers possession of its 500,000 shares ("the shares") of
>   the Company's common stock to the Company, to be held by the Company to secure
>   the performance of LAFC's contractual obligations. The shares will be released
>   back to LAFC on a quarterly basis, at the rate of 125,000 per quarter,
>   provided the Company is satisfied with LAFC's performance. The Company made
>   the contracted cash payment of $184,000 in November 2003. The contract will
>   expire on the earlier of a) the one-year anniversary of the signing of the
>   agreement, or b) on the date which either party terminates the agreement with
>   thirty days prior written notice.

F-21

---

INTERNATIONAL SPORTS AND MEDIA GROUP, INC.
(FORMERLY SAN DIEGO SOCCER DEVELOPMENT CORPORATION)
Notes to the Financial Statements
December 31, 2003 and 2002

NOTE 11- LICENSE FEES

> On February 7, 2003,
>   the Company entered into an Asset Purchase Agreement ("The Agreement") with
>   Latin American Futbol Corporation ("LAFC"), whereby the Company agreed to
>   purchase 51% of the assets of Golo Lotto (a wholly-owned subsidiary of LAFC),
>   an online internet gaming website that allows wagering on various sporting
>   events around the world. The purchase price for the assets was contracted to
>   be $47,000 in cash, plus 1,500,000 shares of the Company's common stock. In
>   addition, LAFC is entitled to 50% of the future net revenues generated by the
>   Golo Lotto website. The Company satisfied its payment obligations for the
>   Agreement in October, 2003.
>   In November 2003, the Company signed an Exclusive License and Marketing
>   Services Agreement ("the Agreement") with Latin American Futbol Corporation
>   ("LAFC") through which the parties nullified and terminated their previously
>   consummated Asset Purchase Agreement, and LAFC granted to the Company the
>   exclusive right and license to perform marketing services in relation to Golo
>   Lotto, a wholly-owned subsidiary of LAFC. In addition, the Company becomes
>   entitled to fifty percent of the monthly net revenues generated from the Golo
>   Lotto operations. Under the terms of the Agreement, the consideration paid by
>   the Company to obtain the exclusive license was agreed to be those payments of
>   cash and stock previously made by the Company under the Asset Purchase
>   Agreement. The Agreement is to remain in effect until such time that either
>   party provides the other with ninety days prior written notice. The Agreement
>   is terminable only for cause. All consideration was received and the Agreement
>   became effective in November 2003. The Company will amortize the license fees
>   on a straight-line basis over five years. As of December 31, 2003, the Company
>   had recognized amortization expense of $3,050 relating to these prepaid
>   license fees.

NOTE 12 - SUBSEQUENT EVENTS

> Global Hospitality Group, Inc.On January 20, 2004, the Company consummated the creation of a new,
>   wholly-owned subsidiary, called Global Hospitality Group, Inc. ("GHG"). GHG is
>   a Nevada corporation, created for the purpose of developing business
>   relationships in the food and beverage industry. GHG is authorized to issue
>   50,000,000 shares of common stock.

F-22

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SIGNATURES

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

|                   |  |  | International
    Sports and Media Group, Inc.
|------------------ |  |  | ----------------------------------------------
|                   |  |  |                                               
|Date: May 12, 2004 |  |  |                                               

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

|Date: May
    12, 2004 |  |  | By: /s/
    Yan K. Skwara
    Yan K. Skwara
    President, Chief Executive Officer and Director
|---------------------- |  |  | -----------------------------------------------------------------------------------------------
|                       |  |  |                                                                                                
|Date: May
    12, 2004 |  |  | By:/s/ Lonn Paul
    Lonn Paul, Secretary and Director                                         
|                       |  |  |                                                                                                
|Date: May
    12, 2004 |  |  | By: /s/
    Brad Smith
    Brad Smith, Director                                                

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INTERNATIONAL
SPORTS & MEDIA GROUP, INC.
a Nevada corporationCERTIFICATION OF CHIEF EXECUTIVE OFFICER 
AND CHIEF FINANCIAL OFFICER

I, Yan K. Skwara, certify that:

> 1. I have reviewed this annual report on Form 10-KSB of International Sports &
>   Media Group, 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 have:
>   a) designed such disclosure
>     controls and procedures to ensure that material information relating to the
>     registrant, including its consolidated subsidiaries, is made known to us by
>     others within those entities, particularly during the period in which this
>     annual report is being prepared; 
>     b) evaluated the effectiveness of the registrant's disclosure controls and
>     procedures as of a date within 90 days prior to the filing date of this
>     annual report (the "Evaluation Date"); and 
>     c) presented in this annual report our conclusions about the effectiveness
>     of the disclosure controls and procedures based on our evaluation as of the
>     Evaluation Date;
>   5. The registrant's
>   other certifying officers and I have disclosed, based on our most recent
>   evaluation, to the registrant's auditors and the audit committee of
>   registrant's board of directors (or persons performing the equivalent
>   functions):
>   a) all significant deficiencies in
>     the design or operation of internal controls which could adversely affect
>     the registrant's ability to record, process, summarize and report financial
>     data and have identified for the registrant's auditors any material
>     weaknesses in internal controls; and 
>     b) any fraud, whether or not material, that involves management or other
>     employees who have a significant role in the registrant's internal controls;
>     and
>   6. The registrant's
>   other certifying officers and I have indicated in this annual report whether
>   there were significant changes in internal controls or in other factors that
>   could significantly affect internal controls subsequent to the date of our
>   most recent evaluation, including any corrective actions with regard to
>   significant deficiencies and material weaknesses.

| | Date: May 12, 2004/s/ Yan K. Skwara
    Yan K. Skwara
    Chief Executive Officer and 
    Chief Financial Officer
| | ------------------------------------------------------------------------------------------------------------------



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Exhibit 99.1  CERTIFICATION  Pursuant to Section 906
  of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as
  adopted), Yan K. Skwara, Chief Executive Officer and Principal Financial
  Officer of International Sports & Media Group, Inc. (the "Company"), hereby
  certifies that, to the best of his knowledge:


> 1.     the Annual
>     Report on Form 10-KSB of the Company for the fiscal year ended December 31,
>     2003 (the Report) fully complies with the requirements of Section 13(a) or
>     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

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

Dated: May 12,2004 /s/
  Yan Skwara Yan
  K. Skwara
                                                                                   
  Chief Executive Officer and Principal Financial Officer






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