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

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
                1934 For the fiscal year ended December 31, 2002

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

                          Commission File No. 333-47699

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

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

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

Issuer's telephone number: (602) 267-7500

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

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

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: NONE

Based on the closing  sales price of $.05 per share of the Common Stock on March
31, 2003, the aggregate  market value of the voting stock of registrant  held by
non-affiliates was $565,163.

The registrant has one class of Common Stock with 44,961,109 shares  outstanding
as of December 31, 2002.

Documents Incorporated By Reference: None

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

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                                     PART I


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

ITEM 1. DESCRIPTION OF BUSINESS.

a. GENERAL DEVELOPMENT OF BUSINESS

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


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


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

All  of  the  common   authorized   and  issued  shares  were  affected  by  the
consolidation of December 24, 2001 and forward stock split of June 28, 2002. All
share amounts in this Form 10-KSB for the year ended December 31, 2002 have been
adjusted to include the post reverse of December 24, 2001 and post forward stock
split of June 28, 2002 unless otherwise indicated.

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


On May 3, 2002, the Company acquired from Project 1000 Inc. "P1", a wholly owned


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

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


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

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


b. NARRATIVE DESCRIPTION OF THE INTELLECTUAL PROPERTY


"Digital   Content   Cloaking   Technology(TM)",   known  as   MediaCloQ(TM)  or
MediaMaker(TM),  ("Technology"). MediaCloQ(TM) is a technology where alterations
are introduced in the control area of a CD to thwart illegal  copying or ripping
of optical media using a personal computer.  This control area is present on any
IEC 90608 Redbook compliant CD and is completely separated from the actual audio
recorded on the medium. Since the information in the control area is not used by


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<PAGE>

a typical  stereo CD player,  the  alterations  have  virtually no effect on the
playability of the CD in regular audio equipment. CDROM drives used in computers
however,  are not able to read a CD without the proper control  information  and
therefore will not be able to read or copy the disc.  Since the audio content is
stored separately,  MediaCloQ(TM) does not have any effect on the original audio
quality.  The  Technology  includes,  but is not limited to all  commercial  and
non-commercial   applications,   all  present  and  future   versions   and  all
documentation,  intellectual  and other property rights and derivatives  thereof
that is required to the development of current and future versions.

MediaCloQ(TM)  has been tested and commercially  released,  works to inhibit the
illegal copying and file sharing of music in a wide variety of audio  equipment;
however,  it will  not  allow  CD's to play  music  in DVD  players.  Management
believes that the DVD non-playability  issue will not hamper its ability to test
the  MediaCloQ(TM)  technology's  marketability in certain world markets that it
has identified.  However, limited DVD playability and other  as-yet-undiscovered
issues  with  the   MediaCloQ(TM)   technology  may  impede  ultimate   consumer
acceptance.  Because of this uncertainty,  P1 amended the original agreement for
the  MediaCloQ(TM)  technology  on November 15, 2002 to give the  Registrant  an
exclusive  right of first  refusal to purchase or license any new optical  media
technology that P1 or its parent company, SunnComm Technologies Inc.,"SunnComm",
might develop in the future,  even if such technology is not a derivative of the
original MediaCloQ technology.


Product Status and Marketing Strategy

The Company has an exclusive  right of first  refusal to purchase or license any
new optical media  technology  that P1 or its parent  company,  SunnComm,  might
develop  in the  future,  even if such  technology  is not a  derivative  of the
original MediaCloQ technology.

SunnComm has developed a copy protection  software  program called MediaMax CD-3
TM,  "MediaMax".  Although it was  previously  named  MediaCloQ  5, it was not a
derivative  of the  MediaCloQ  technology;  therefore,  its name was  changed to
MediaMax to avoid potential confusion.  MediaMax is a collection of technologies
that  provides  copy  protection  for CD/DVD  audio discs  while  simultaneously
enhancing  the  user  experience.   The  product  is  tightly   integrated  with
Microsoft's   Windows  Media   Platform  and  the  Digital   Rights   Management
capabilities  that the Windows Media  Platform  affords.  When a consumer puts a
SunnComm CD in a  computer's  CD-ROM  drive,  the computer can read and play the
protected  Windows Media Audio files through the  multimedia  user interface but
cannot  copy  songs  directly  from the CD's main audio  tracks.  Files that are
legally  copied  using this system can be enjoyed by the user on their  personal
computers  but cannot be sent  through  email or uploaded  through  file sharing
service  networks.  The music industry has explored copy management  systems for
several  years and holds any  product  they adopt to the  highest  standard.  By
working  closely with music industry  connections  and  Microsoft,  SunnComm has
greatly  enhanced the  capabilities of its MediaMax CD3 Technology.  The product
adds a versatile  user  interface  to the audio CD that allows  direct and legal
access to the  music  when  using a  computer.  The  multimedia  user  interface
facilitates  consumer access to Windows Media Audio, record industry promotional
content designed specifically for the artist, album release information,  artist
liner  notes,  etc.  This  combination  of  technologies  has never  before been
available to the music  industry or  consumers  on audio CDs in a secure  format
while providing full playback compatibility with all CD and DVD player devices.

SunnComm is  currently  in  negotiations  with  international  record  companies
involving the use of MediaMax in South America and to a limited  degree in North
America.  When SunnComm proves the  marketability  of MediaMax,  by successfully


                                       4
<PAGE>

obtaining a revenue generating  agreement with an international  record company,
it may be willing to sell some or all of the rights to the technology.

In the event SunnComm  offers MediaMax for sale, the Registrant may exercise its
exclusive  right of first  refusal to purchase or license  the  technology.  The
purchase price will be determined by an independent  third party valuation.  One
or two independent  valuation  experts will be recommended by the Registrant and
SunnComm. The final selection of the valuation expert to be used will be made by
the auditor of the Registrant.  Once the Registrant has the contractual right to
receive  revenue from MediaMax,  it will establish a marketing  organization  to
continue  marketing  MediaMax while contracting with SunnComm to develop updated
versions.  It will also  market  MediaCloQ  in South  America  with a  different
pricing structure that MediaMax because of its different features.

In the event that the  Registrant  does not obtain any rights to MediaMax by the
end of the  third  quarter  of  2003,  it will  develop  a  marketing  plan  for
MediaCloQ.   The  plan  may  involve  raising   capital  and  contracting   with
salespersons qualified to market the technology in South America and the Eastern
Hemisphere of the world.

The  Registrant  has purposely kept MediaCloQ off the market until it is able to
define  a  marketing  plan.  Such a plan  could  involve  selling  MediaCloQ  in
conjunction  with MediaMax or establishing a marketing team to sell MediaCloQ as
a stand alone product.

Competition

The largest and virtually  only  competitor to SunnComm and the  Registrant  for
copy  protection of music is  Macrovision  Corporation.  Macrovision  is a large
conglomerate with approximately $300 million in assets of which $219 million are
current  assets.  A large part of their  business  involves  copy  protection of
videos, music and pay per view satellite and cable broadcasts.

In November  2002,  Macrovision  signed a definitive  agreement with Midbar Tech
(1998) Ltd. of Tel Aviv, Israel to acquire substantially all of their assets and
operations  for  approximately  $17.0  million  in  cash.  They  also  signed  a
definitive  agreement with TTR Technologies to acquire patents for approximately
$5.25 million in cash. These  acquisitions are expected to close by May 2003 and
substantially increase their operating expenses.

Macrovision claims that they have two new audio protection  products that are in
development  and  currently  being  tested by major  record  labels in the music
industry.

SunnComm  proved  its  competitive  position  during  January  2003 in the audio
protection  industry  when it was  announced at the Midem  conference in Cannes,
France  that  SunnComm's   MediaMax   technology   would  be  used  by  Sterling
Entertainment,  a division of UAV, to enhance and protect the content within Ike
and Tina Turner's newly discovered  historic  compilation CD entitled "The Early
Sessions".


Suppliers and Customers

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

The  Registrant  plans to acquire  MediaMax and then market it with MediaCloQ to
independent  labels as well as  international  record  companies in an effort to
avoid dependence on one or a few major customers.

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<PAGE>


Patents and Trademarks

MediaCloQ is protected  under  provisional  patent  application  number 60292347
which was  filed  during  May  2001.  International  patent  application  number
PCT/US02/15972 was filed during November 2002.


Government Regulations

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


Research and Development

The Company did not incur any research and  development  costs during 2002.  The
cost of  developing  MediaCloQ  was borne by P1 and was booked by the Company as
its acquisition cost.


c. NARRATIVE DESCRIPTION OF FLOPPY DISK EQUIPMENT

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


Product Status and Marketing Strategy

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

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

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


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<PAGE>

Competition

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

During 2001 and 2002 the Company was unable to attract any significant orders in
order to put the plant into a profitable operation.


Suppliers and Customers

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

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

During 2001 and 2002 the Company was unable to attract any significant orders or
customers in order to put the plant into a profitability.


Patents and Trademarks

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


Government Regulations

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


Research and Development

The Company did not conduct any  research  and  development  during 2001 or 2002
pertaining to the disk manufacturing operation.


Employees

As of the date of this report,  the Company had three part-time  employees,  all
involved in our technology business.

Company Risks

The  Company's  Plan  of  Operation  may be  unsuccessful.  The  success  of the
Company's  business in copy protection may depend on the successful  acquisition
of revenue  generating  products from SunnComm  which will enable the Company to
jointly  market  its  MediaCloQ  technology.  In the event  that  record  labels
determined that the benefits of the Company's copy protection  technology do not
justify the cost of licensing the  technology,  it may become  difficult for the
Company to raise capital to pay its overhead.

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Successful marketing will require customer support.  Ongoing future success will
depend on the  Company's  ability  to  provide  adequate  software  support  and
maintenance  services to its  customers.  As they  release new  applications  or
modify  their  software  to run on new  platforms,  it is  important  that their
business is not disrupted as a result of inadequate support from the Company.


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

Litigation may be necessary in the future. The Company's patents,  trademarks or
copyrights may be challenged, invalidated or circumvented or of sufficient scope
or be issued in all countries where its products can be sold. Others may develop
technologies  that are  similar or  superior to the  Company's  technologies  or
design around its patents and patent pendings.  Effective  intellectual property
protection may be unavailable or limited in some foreign countries.

Competition. A number of competitors and potential competitors may be developing
similar and related music copy protection systems.  The Company's technology may
not achieve or sustain market acceptance,  or may not meet, or continue to meet,
the  demands  of  the  music  industry.  It is  possible  that  there  could  be
significant consumer resistance to audio copy protection,  as consumers may feel
that they are  entitled to copy audio CDs. It is not clear what the  reaction of
the major music labels would be to any  consumer  resistance.  If the market for
music  CD copy  protection  fails to  develop,  or  develops  more  slowly  than
expected,  or the Company's products do not achieve or sustain market acceptance
or if there is consumer  resistance  to the  technology,  the business  would be
harmed.  If  the  Company  can't  compete   successfully   against   competitive
technologies that may be developed in the future the business will be harmed.

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

Limited  History  of  Operations.  The  Company  has only a limited  history  of
operations.  The Company  operations  are  subject to the risks and  competition
inherent in the  establishment  of a  relatively  new business  enterprise  in a
highly competitive field of technology transfer.  There can be no assurance that
future operations will be profitable.  Revenues and profits, if any, will depend
upon  various  factors,   including  market   acceptance  of  its  products  and
technologies, market awareness, its ability to promptly and accurately recognize
a marketable  technology  or  invention,  dependability  of an  advertising  and
recruiting network, and general economic conditions.  There is no assurance that
the Company  will  achieve its  expansion  goals and the failure to achieve such
goals would have an adverse impact on it.

The  Company  May  Need  Additional  Financing.  Future  events,  including  the
problems,  delays,  expenses and difficulties  frequently encountered by startup
companies may lead to cost  increases  that could make the  Company's  source of
funds  insufficient to fund the Company's proposed  operations.  The Company may
seek  additional  sources of capital,  including an  additional  offering of its
equity securities, an offering of debt securities or obtaining financing through


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a bank or other entity. The Company has not established a limit as to the amount
of debt it may  incur  nor  has it  adopted  a  ratio  of its  equity  to a debt
allowance.  If the Company  needs to obtain  additional  financing,  there is no
assurance that financing will be available,  from any source, or that it will be
available on terms  acceptable  to the Company,  or that any future  offering of
securities will be successful.  The Company could suffer adverse consequences if
it is unable to obtain additional capital when needed.

Trademark  Protection and Proprietary  Marks. The Company may continue  pursuing
patents and several pending patents as a result for its  intellectual  property.
There is no assurance that the Company will be able to prevent  competitors from
using the same or similar names, marks,  concepts or appearances or that it will
have the financial  resources  necessary to protect its marks against infringing
use.

The Company's  Intellectual Property and Inventions May become Obsolete.  Patent
review is usually a lengthy,  tedious and expensive process that may take months
or,  perhaps,  several  years to complete.  With the current rate of  technology
development and its  proliferation  throughout the world,  those  inventions may
become  commercially  obsolete  during or after the patent  review.  There is no
assurance that the Company's intellectual property,  acquired or developed,  may
not become obsolete and remain commercially viable.

Commercial  Viability of the  Company's  Current  Technologies.  The Company was
organized to identify, assess, acquire and capitalize on technologies introduced
and developed by scientists throughout the world. These technologies are new and
in their research and development  stage.  Generally,  it requires a substantial
time and  resource  effort  to bring be able to both  recognize  a  commercially
successful  technology  or  invention at an early stage and conduct a successful
marketing  campaign to sell this technology or invention.  There is no assurance
that all or any of the Company's research and development efforts will result in
commercially viable final products.

The Company May Fail to Generate Sufficient  Interest in Acquired  Technologies.
The Company  must  undertake  substantial  effort to educate the buying  public,
consumers  and  businesses,  in the  U.S.  and  worldwide,  as to the  Company's
products and  technologies.  There is no assurance that the Company will be able
to  generate  interest  in and to create  and  maintain  steady  demand  for its
products over time.

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

Possible Inability to Finance Acquisitions. In transactions in which the Company
agrees to make an  acquisition  for cash, it will have to locate  financing from
third-party  sources such as banks or other  lending  sources or it will have to


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raise cash through the sale of its  securities.  There is no assurance that such
funding will be available to the Company when required to close a transaction or
if available on terms acceptable to the Company.

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

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

Issuance of Future Shares May Dilute  Investors Share Value.  The Certificate of
Incorporation  of the Company  authorizes  the issuance of 70,000,000  shares of
common stock and 1,000,000 shares of preferred stock. The future issuance of all
or part of the  remaining  authorized  common or  preferred  stock may result in
substantial dilution in the percentage of the Company's common stock held by the
its then existing shareholders.  Moreover, any common stock issued in the future
may be  valued  on an  arbitrary  basis  by the  Company.  The  issuance  of the
Company's shares for future services or acquisitions or other corporate  actions
may have the effect of diluting the value of the shares held by  investors,  and
might have an adverse  effect on any  trading  market for the  Company's  common
stock.

Penny  Stock  Regulation.  The  Company's  common  stock is deemed to be a penny
stock.  Penny stocks  generally are equity  securities with a price of less than
$5.00 per share other than securities  registered on certain national securities
exchanges or quoted on the NASDAQ Stock Market,  provided that current price and
volume  information  with respect to transactions in such securities is provided
by the exchange or system.  The  Company's  securities  may be subject to "penny
stock   rules"  that  impose   additional   sales   practice   requirements   on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  and  accredited  investors  (generally  those  with  assets in excess
of$1,000,000 or annual income exceeding $200,000 or $300,000 together with their
spouse).  For transactions covered by these rules, the broker-dealer must make a
special  suitability  determination for the purchase of such securities and have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt, the "penny stock rules" require the delivery,  prior to the transaction,
of a disclosure  schedule  prescribed  by the  Commission  relating to the penny
stock market.  The broker-dealer  also must disclose the commissions  payable to
both the broker-dealer and the registered  representative and current quotations
for the securities.  Finally,  monthly statements must be sent disclosing recent
price  information  on the limited  market in penny  stocks.  Consequently,  the
"penny  stock  rules" may  restrict  the ability of  broker-dealers  to sell the
Company's  securities.  The foregoing required penny stock restrictions will not
apply to the Company's  securities if such securities maintain a market price of
$5.00 or  greater.  There can be no  assurance  that the price of the  Company's
securities will reach or maintain such a level.

                                       10
<PAGE>



ITEM 2. DESCRIPTION OF PROPERTY.

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

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

Title to Properties

Media Production Equipment

The media production equipment and assets acquired by the Company during January
2001 constitute all of the real, personal,  intangible and intellectual property
necessary  for  Fan  to  engage  in  the  3.5  inch  Micro  Floppy  Disk  finish
manufacturing business. The Company holds all of its equipment free and clear of
restrictions  on, or conditions  to,  transfer or  assignment,  and are free and
clear of rights of way,  covenants,  conditions or  restrictions.  They are also
clear of any adverse claims, liens, charges or encumbrances whatsoever.


ITEM 3. LEGAL PROCEEDINGS.

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


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

The  Company  did not submit any matter to a vote of  security  holders  through
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

                                     PART II

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

a. MARKET INFORMATION

Although the Company's common stock is quoted on the OTC Bulletin Board ("QTIG")
of the National Association of Securities Dealers,  Inc. (the "NASD"),  there is
currently no established  market for such shares;  and there can be no assurance
that any such market will ever  develop or be  maintained.  Any market price for
shares of  common  stock of the  Company  is  likely  to be very  volatile,  and
numerous  factors  beyond the  control  of the  Company  may have a  significant
effect.  In  addition,  the overt  the  counter  stock  markets  generally  have
experienced,  and continue to experience,  extreme price and volume fluctuations
which have often been unrelated to the operating performance of companies listed


                                       11
<PAGE>

on such exchanges. These broad market fluctuations,  as well as general economic
and political conditions, may adversely affect the market price of the Company's
common stock in any market that may develop.  Sales of  "restricted  securities"
under Rule 144 may also have an adverse  effect on any market that may  develop.
See the caption "Sales of Unregistered Securities".


b. HOLDERS

As of March 30,  2003,  the  Company  had  55,377,066  shares  of  common  stock
outstanding, held by approximately 500 stockholders.


c. DIVIDENDS

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


d. RECENT  SALES OF  UNREGISTERED  SECURITIES;USE  OF PROCEEDS  FROM  REGISTERED
SECURITIES

The following is information with respect to all unregistered securities sold by
the Company within the past three years:

On January 8, 2000 the Company issued 12,007,252 restricted shares of its common
stock  to  four  persons  for  plant,  equipment  and  other  assets,  including
specialized manufacturing equipment,  manufacturing set ups, real estate leases,
fixtures and related  equipment and other property with an estimated fair market
value of $3.8 million.  Also on that date the Company issued 2,027,198 shares of
restricted  common stock to one of the persons for $650,000,  of which  $600,000
was paid by the purchaser's  secured  promissory note, due in May 2001. Three of
the purchasers became directors of the Company. The purchasers  represented that
they had complete  information about the Company and its business and properties
and agreed to take the securities for investment.  The issuance of the stock was
exempt  from  registration   under  Section  4(2)  of  the  Securities  Act.  No
underwriter was involved in the offer of sale of the shares.

On May 31, 2001 the  Company  issued  182,447  restricted  common  shares to its
officers and directors for  reimbursement of expenses and for services  provided
during the year 2000.  The  issuance of the stock was exempt  from  registration
under Section 4(2) of the  Securities  Act. No  underwriter  was involved in the
offer of sale of the shares.

On May 3, 2002 as consideration for the acquisition of "Digital Content Cloaking
Technology(TM)",  known as MediaCloQ(TM) or MediaMaker(TM),  ("Technology") from
Project 1000, Inc., "P1", the Company issued 23,837,710 restricted common shares
to P1.  The  Company  recorded  the value of the  intellectual  property  at the
cost-basis of P1 for accounting  purposes.  Project 1000, Inc. is a wholly owned
subsidiary  of  SunnComm  Technologies,   Inc.,  a  publicly  owned  and  traded
corporation.  These shares were issued by the Company  pursuant to the exemption
Section  4(2) of the Act.  The  certificates  evidencing  the  shares  issued to
Project 1000,  Inc. were marked with a  restrictive  legend and  "stop-transfer"
instructions were entered with the Company's  transfer agent. No underwriter was
involved in the offer of sale of the shares.

On June 15, 2002 the  Company  issued  1,292,227  restricted  common  shares for
accounting and management services provided during part of 2001 through June 15,
2002.  The deemed value of the shares issued was $207,828  which was  determined


                                       12
<PAGE>

based  upon  the  book  value  of the  Company's  common  stock,  excluding  the
transaction with P1, at the time of the issuance of the stock. These shares were
issued by the Company  pursuant to the  exemption  found in Section  4(2) of the
Securities  Act of 1933.  The  certificates  evidencing  the shares  issued were
marked with a restrictive legend and  "stop-transfer"  instructions were entered
with the Company's  transfer  agent. No underwriter was involved in the offer of
sale of the shares.

On June 15,  2002 the  Company  issued  106,119  restricted  common  shares  for
un-reimbursed  expenses incurred by affiliates through June 15, 2002. The deemed
value of the shares issued was $28,313 which was determined  based upon the book
value of the Company's  common stock,  excluding the transaction with P1, at the
time of the  issuance  of the stock.  These  shares  were  issued by the Company
pursuant to the exemption  found in Section 4(2) of the  Securities Act of 1933.
The  certificates  evidencing  the shares  issued were marked with a restrictive
legend and "stop-transfer" instructions were entered with the Company's transfer
agent. No underwriter was involved in the offer of sale of the shares.


e. PROCEEDS FROM SALE OF REGISTERED SECURITIES

In  1998  the  Company  registered  1,786,741  shares  of  common  stock  for  a
contemplated  public offering in Registration  No.  333-64448 which was declared
effective May 14, 1998. The offering was  discontinued  in late 1998 because the
Company was unable to complete the sale of the minimum number of shares offered.
None of the registered shares were sold. In 1999, the Company  re-registered the
shares  with a  view  towards  recommencement  of the  public  offering.  Due to
deterioration  in the market for public  companies in the oil and gas  business,
the  offering  was again  deferred  before the  post-effective  amendment to the
registration  statement was made  effective.  During the second quarter of 2000,
the Company filed a post-effective  registration  statement (no.  333-47699) and
recommenced the offering, which included shares of common stock and common stock
purchase warrants.  The offering was completed December 29, 2000 and the Company
sold 1,786,741  shares of common stock and 1,786,741  stock  purchase  warrants,
each  warrant  exercisable  to purchase one share of common stock at an exercise
price of $.168 per share.  Registrant  received $300,000 in gross proceeds and a
net of $287,000  of  offering  costs.  No  underwriters  were used in the public
offering.  The  Company  utilized  all of the  proceeds  from  the  offering  in
connection with start up of the floppy disk business during 2001.


ITEM 6. MANAGEMENT'S PLAN OF OPERATION

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

                                       13
<PAGE>

At January 1, 2001 we had approximately $367,000 in cash and our working capital
was approximately $ 314,000.

During the first  quarter of the year 2001,  we received  net cash flow from the
gas producing property of approximately $ 16,000.

On January 8, 2001, we acquired  approximately $ 3.8 million in media production
equipment for  12,007,252  restricted  common shares.  In  conjunction  with the
transaction,  the Company issued 2,027,198 shares of restricted  common stock to
one of the persons for $650,000,  of which $600,000 was paid by the  purchaser's
secured  promissory  note.  Three  of the  purchasers  became  directors  of the
Company.  After this  acquisition,  our plan of operation  to become  listed for
trading on the OTC Bulletin  Board,  raise capital in a public  offering and use
the proceeds to acquire  inventory  which would be necessary to efficiently  and
expeditiously   fulfill   orders   that  we  would  seek  for  the  floppy  disk
manufacturing operation.

Also during the month of January  2001,  we disbursed $ 17, 500 for the creation
of a customized  program to be presented to a company that we believed would use
that program on 3.5 inch floppy disks for  marketing  purposes and contract with
us for  approximately  500,000  duplicated  disks per  month.  This  anticipated
contract will generate a higher profit margin than the  certification  of floppy
disks.

During  January  2001,  we  formed  a  wholly  owned   subsidiary  named  Avatar
Semiconductor-Research,  Inc. to develop new  technology  in  semiconductor  and
material sciences for the computer  industry.  During the first quarter of 2001,
it acquired  two servers in  preparation  for  beginning  work during the second
quarter.  We had anticipated  being able to attract highly  qualified  engineers
which would receive  significant  ownership in the  subsidiary  and after having
achieved  certain  objectives  would be able to control it and raise  additional
funds in a public offering. Our plan did not work and the two servers were never
used during 2001 and 2002.

During  February  2001, we purchased  650,000 3.5" floppy disks for $ 52,000 and
anticipate receiving delivery during April 2001.

During the quarter ended March 31, 2001, we paid  approximately $ 16,750 for the
set-up and  maintenance of the media  production  equipment and  approximately $
32,000 for  consumables  used in the  production of floppy disks and $ 5,700 for
capital  equipment,  approximately  $  31,000  in  rent,  utilities,  insurance,
leasehold  improvements,  and office expenses,  approximately $ 14,000 for legal
and accounting  costs for filings with the  Securities  and Exchange  Commission
regarding the change in control and change in public accountants,  approximately
$ 15,000 in prepaid items,  approximately  $ 90,000 in salaries and benefits for
four full-time employees and one part-time  employee,  approximately $ 30,000 in
travel expenses for corporate meetings,  pursuing sales contracts and financings
for the Company.

At  March  30,  2001,  we had  approximately  $ 78,000  in cash and $ 66,800  in
accounts  payable.  During April 2001, the board settled $ 46,300 in payables by
authorizing the issuance of restricted common shares. The remaining $ 20,500 was
payable to a director of the Company.

After the first  quarter we  realized  that we would be unable to raise  capital
because our stock was not trading on any  exchange and we did not have a revenue
generating  operation.  Our  inability to raise  capital  meant that we would be
unable meet our original plan of operation to acquire  inventory  which would be
necessary to efficiently and expeditiously fulfill orders that we would seek for


                                       14
<PAGE>

the floppy disk  manufacturing  operation.  As a result we redefined our plan of
operation to generate  revenues and income by purchasing  and re-selling new and
surplus computer equipment.

During the last week of April,  we began  purchasing  new and  surplus  computer
equipment from a variety of suppliers for resale to various wholesale  resellers
of  computer  equipment.  During  July of 2001,  we  decided  not to pursue  the
business  because of our inability to broker  transactions  with profit  margins
that would benefit our operation.  As a result of this activity we currently own
approximately 50 unusable monitors that are in storage.

At June 30, 2002, we had  approximately  $5,000 in cash and $134,000 in accounts
payable.

During the third  quarter of 2002,  we  terminated  our business to buy and sell
computer  equipment  and we were  unable to commence  operations  for either the
floppy disk plant or our technology  company.  The only revenue  received during
the third  quarter  was from a  producing  oil well which had been  successfully
drilled  during  the  year  2000  before  the  acquisition  of the  floppy  disk
manufacturing plant.

At September  30, 2002,  we had no cash and  approximately  $125,000 in accounts
payable.

During the fourth quarter of 2001, we re-defined our plan of operation to seek a
revenue  generating  acquisition and apply to the NASDAQ for a trading symbol on
the OTC Bulletin  Board.  During  November  2002 we entered into an agreement to
acquire  Ashworth  Keller,  LLC, which provided  audiovisual  services to luxury
hotels  and  resorts.  The  acquisition  was  subject to our due  diligence  and
Ashworth Keller,  LLC providing us with audited  financial  statements for their
previous two years of operations.

On December  1, 2001 we agreed to sell all of our assets  related to the oil and
natural gas industry to an entity  controlled by a director of the Company.  The
transaction  was deemed  effective  December 1, 2001,  and  included  all of the
Company's  undivided  interests  in  producing  natural  gas wells and  adjacent
acreage  in  California  and the  Company's  undivided  interest  in oil and gas
leaseholds, geophysical exploratory data and other nominal assets. Following the
transaction,  we had no interest in any oil or natural gas assets of any nature.
The  buyer  assumed  all of  the  obligations  pertaining  to the  oil  and  gas
properties   and  wells  by  assuming   approximately   $13,500  in  outstanding
liabilities  relating to the oil and natural gas properties  transferred and any
future contingent liabilities including well closure,  remediation and clean-up,
and surrendered 236,331 restricted shares of the Company's common stock owned of
record and beneficially by the director to the Company.  The deemed value of the
shares  received was $75,777 and the Company  recorded a loss on the transaction
of $91,415.  The  transaction  was  approved  unanimously  by the  disinterested
members of the Board of Directors of Company following an independent evaluation
of the properties.

During December 2001, we entered into an Investment  Banking Agreement with West
America  Securities  of  Westlake  Village,  California  (WUSA)  to  raise up to
$1,000,000  on a best  efforts  basis  and to  sponsor  us to NASDAQ in order to
receive a trading symbol.

At December 31, 2001 we had no cash and $217,676 in current liabilities of which
$163,378 was owed to affiliates.

During the first quarter of 2002, we terminated our  acquisition  agreement with
Ashworth  Keller,  LLC  because of their  inability  to provide us with  audited


                                       15
<PAGE>

financial  statements  for their previous two years of operations and their lack
of profitability.

On April 25 2002,  we received a trading  symbol (FNEY) and began trading on May
14, 2002 on the OTC Bulletin Board.

On May 3, 2002,  a change of control in our  Company  occurred.  On that date we
closed  the  Asset  Purchase   Agreement  with  Project  1000,  Inc.,  a  Nevada
corporation,  pursuant to which we acquired the seller's proprietary technology,
consisting of a set of methodologies designed to work together to thwart illegal
copying or ripping of optical media and certain related assets. As consideration
for the acquisition of the assets, we issued 23,837,710 restricted shares of our
$0.001 par value common stock to seller.  Project  1000,  Inc. is a wholly owned
subsidiary  of  SunnComm   Technologies,   Inc.,  a  publicly-owned  and  traded
corporation.  The  shares of our  common  stock  issued to  Project  1000,  Inc.
comprised approximately 52% of our issued and outstanding common stock following
the transaction.  None of the assets acquired by us constituted plant, equipment
or  other  physical  property,  as  the  assets  acquired  consisted  solely  of
proprietary intellectual property and related intangible assets.

In addition, on May 3, 2002, two persons who were also officers and directors of
the Company  entered into a Voting  Agreement with Project 1000,  Inc. Under the
Voting  Agreement,  each of the two directors and Project 1000, Inc. agreed that
all of the shares of our common  stock owned by the three  parties,  which total
approximated 65% of our outstanding  common stock,  would vote all of the shares
in concert with, and at the direction of, Project 1000, Inc.

At the closing of the Asset Purchase  Agreement,  we accepted the resignation of
one of our directors and agreed to add three persons designated by Project 1000,
Inc., to our Board of Directors.

After the acquisition we re-defined our plan of operation to  commercialize  the
intellectual  property acquired by licensing certain rights to third parties and
by including certain aspects of the technology with products which we may market
in the future.  We also determined  that the disc  production  facility would be
more profitable remaining in Reno, Nevada; therefore, we decided to continue the
operation in its current location.

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

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

During the fourth quarter of 2002, we impaired the Company's Disk  Manufacturing
segment  by  $3,033,309.  We  determined  that  the  revenue  potential  of this
equipment was impaired,  since the market for this  technology is  significantly
less than previously projected.  The impairment charge represents the difference
between  the  carrying  value of the  equipment  and its market  value  based on
estimated  future  discounted  cash  flows.  The  charge  had no  impact  on the
Company's  cash flow or its  ability to generate  cash flow in the  future.  For
2002,  the  impairment  charge is  included  in the  consolidated  statement  of
earnings under the caption "Impairment on equipment."

                                       16
<PAGE>

The disk  manufacturing  equipment have been written down to its estimated value
based upon the Company operating at 50% capacity over the next twelve months.


During 2002 we purposely  kept MediaCloQ off the market because we believed that
our best  marketing  approach  would be in South America and we did not have the
marketing expertise to pursue such a marketing plan.

Our plan of operation for the year 2003 is to acquire a copy  protection  system
from  SunnComm  called  MediaMax.  SunnComm is  currently in  negotiations  with
international  record  companies  involving the use of MediaMax in South America
and to a limited degree in North America. When SunnComm proves the marketability
of MediaMax by  successfully  obtaining a revenue  generating  agreement with an
international  record  company it may choose to sell the  technology.  If so, we
plan to exercise our exclusive right of first refusal to purchase or license the
technology.  The purchase price will be determined by an independent third party
valuation.  One or two independent  valuation experts will be recommended by the
Registrant and SunnComm.  The final selection of the valuation expert to be used
will be made by the auditor of the Registrant.

If we have the  contractual  right to receive  revenue  from  MediaMax,  we will
establish  a  marketing   organization  to  continue  marketing  MediaMax  while
contracting  with  SunnComm to develop  updated  versions.  We would also market
MediaCloQ in South  America with a different  pricing  structure  than  MediaMax
because of its  different  features.  We may also  contract  with  SunnComm  for
revisions  to  enhance  the  marketability  of  MediaCloQ  and then  commence  a
marketing campaign.

In the event that the we do not obtain any rights to  MediaMax by the end of the
third quarter of 2003, we will develop a marketing plan for MediaCloQ.  The plan
may involve  raising  capital and  contracting  with  salespersons  qualified to
market the technology in South America and the Eastern Hemisphere of the world.

During  2002,  we decided  to keep  MediaCloQ  off the market  until we define a
marketing plan. Such a plan could involve selling  MediaCloQ in conjunction with
MediaMax or  establishing  a marketing  team to sell  MediaCloQ as a stand alone
product.

On April 10, 2003,  our Chief  Executive  Officer and  director,  Peter  Jacobs,
resigned  along with William  Whitmore.  They  resigned in order to devote their
full time  efforts to  SunnComm  Technologies.  Our  remaining  three  directors
appointed Wade P. Carrigan as the Chief Executive Officer.

During  2003 we  will  establish  a plan of  liquidation  for  the  floppy  disk
manufacturing  equipment and sell the  equipment.  We will also continue to seek
potential acquisition  candidates that are revenue producing when we believe our
management expertise could increase their profitability.


ITEM 7. FINANCIAL STATEMENTS.

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


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

NONE

                                       17
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS.

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

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

Peter H. Jacobs            54  Chairman, C.E.O        May 3, 2002 April 10, 2003
                                & Director

William H. Whitmore, Jr.   43  Vice-President         May 3, 2002 April 10, 2003
                                & Director

Albert A. Golusin (1)      48  Secretary,Treasurer,   January 5, 2001        N/A
                                and Director

William E. Grafham         63  Director               July 2, 1997           N/A

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

(1) Member of Audit Committee at December 31, 2002.

(2) Mr. Carrigan became the CEO on April 10, 2003.

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

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

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


                                       18
<PAGE>

merged into larger entities;  while the main assets of the Denver operation were
sold in 1988. Since 1988 Mr. Grafham,  a private  investor,  has participated in
the formation of a number of businesses  investing in  technology,  oil and gas,
precious  metals and mining,  and real estate.  Most of these  investments  have
resulted  in the  companies  going  public,  with  involvements  in a number  of
countries. Mr. Grafham is a director of Klinair Environmental Technologies which
is a research and development company and trades on the OTC Bulletin Board.

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

William H.  Whitmore,  Jr., has worked with SunnComm  Technologies  from January
2001 to the present.  He previously  served as Executive Vice President for Ekid
Network,  Inc., a media  content  company for children  from  September  1999 to
January  2001.  While in this  position,  Mr.  Whitmore  managed  all aspects of
administration,  technical  development  and  marketing  for the company,  which
produced educational animated software that enabled children to use the Internet
safely.  Concurrently,  he was the  representative for the investment group that
funded this project and numerous other business models.  Mr. Whitmore managed an
extensive portfolio that included restaurants, real estate and one-stop Internet
ventures.  Prior to joining Ekid Network, Mr. Whitmore was the Vice President of
Operations  for TCBG from 1977 to August  1999, a  manufacturer  and marketer of
unique  products  for  the  children's  beverage  market.  In his  role  as Vice
President of Operations he worked closely with the production and marketing team
managing  all  aspects  of  product  development,  purchasing  and  procurement,
shipping and  receiving,  logistics,  customer  service and  administration.  He
currently  is the C.O.O.  and a director of SunnComm  Technologies,  Inc.  which
publicly trades on the pinksheets under the symbol "STEH."

On April 10, 2003 Mssrs.  Jacobs and Whitmore resigned from the Company in order
to devote their full time effort to SunnComm Technologies.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.

   Not applicable.

CODE OF ETHICS

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

                                       19
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain  information  concerning the compensation
paid by the Company for services  rendered in all  capacities to the Company for
the three fiscal years ended December 31, 2000, 2001 and 2002 awarded, earned or
paid to the chief  executive  officer at December  31, 2002 and all officers and
directors, as a group.

<table>
<caption>
                                                      Summary Compensation Table
                                          Annual Compensation       Long Term Compensation
                                    ------------------------------- -----------------------
                                                                     Securities
Name and Principal                                                   Underlying   All Other
Positions at 12/31/02                 Salary    Bonus   Compensation    Options  Compensation
                                     -------    -----   ------------    -------  ------------
<S>                                     <C>      <C>        <C>           <C>       <C>
William E. Grafham, President
    2000                               - 0 -    - 0 -    $18,000(1)       --        None
John James Shebanow, President
    2001                            $ 62,653    - 0 -    $27,347(2)       --        None
    2002                              13,728    - 0 -    $39,500(2)       --        None
Peter H. Jacobs, President (6)
    2002                            $  - 0 -    - 0 -    $  - 0 -         --        None

Officers and directors, as a group
    2000                            $  6,405    - 0 -    $49,875(3)       --        None
    2001                            $240,000    - 0 -    $50,000(4)       --        None
    2002                            $  - 0 -    - 0 -    $67,000(5)       --        None

</table>

     1.   An amount of $18,000  was accrued by William  Grafham at December  31,
          2000  and  paid in 2001  with  60,188  restricted  common  shares  for
          management  services  provided and out of pocket  expenses  during the
          year 2000.

     2.   Mr. Shebanow  received a total of 395,846  restricted common shares in
          May of 2002 for the value of his services performed during 2001 in the
          amount of $27,347 and 2002 in the amount of $39,500 that he elected to
          receive in the form of non-cash compensation.

     3.   Includes 134,103 restricted common shares valued at $43,000, issued to
          five persons for services as officers,  directors and  representatives
          of the Company.  Subsequently,  one person  surrendered  30,875 of the
          shares for  cancellation.  The Company  accrued a total of $49,875 for
          compensation  to all  directors  and officers  for their  services and
          office costs during the year 2000.

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

     5.   Includes 393,423 restricted common shares issued to two directors, one
          of which was an officer, in satisfaction of $67,000 in compensation or
          reimbursements owed to them.

                                       20
<PAGE>

     6.   Mr. Jacobs did not receive any compensation  directly from the Company
          as he was paid directly by SunnComm  Technologies,Inc  which accrued a
          total of $175,000  for  overhead  and  salaries  for two  officers and
          himself for the seven months ended  December 31, 2002.  He resigned as
          the C.E.O. and a director on April 9, 2002.


Management Agreement

During  the fourth  quarter of 2002,  Quiet  Tiger Inc.  agreed to a  management
agreement with  SunnComm,Inc.  effective June 15, 2002. This agreement  requires
Quiet Tiger Inc. to pay SunnComm,Inc. $25,000 a month for the part-time services
of  Mssrs.Jacobs,  Whitmore  and Golusin as well as general  and  administrative
costs.  The agreement can be cancelled with 30 days notice from either party. At
December 31, 2002, Quiet Tiger Inc. owed SunnComm,Inc.  $162,500 under the terms
of the agreement.



                     Value of Options at December 31, 2002
                    Aggregate Fiscal Year End Option Values
                    ---------------------------------------
                             Number of Securities
                            Underlying Unexercised             Value of
                                   Options at          Unexercised In-the-money
                                Fiscal Year End       Options at Fiscal Year End
                           Exercisable/Unexercisable  Exercisable/Unexercisable
                           -------------------------  --------------------------

Peter H. Jacobs                     -- / --                  $ -- / --
All officers and
directors as a group               -- / 355,539(1)          $ -- / --
================================================================================

     1.   A total of  355,539  shares  are  available  under  option at $.56 per
          common share.


Option Grants in the Last Two Fiscal Years

The Company did not grant options during 2001 and 2002.

Stock Option Plan
-----------------
The Company has adopted its 1997  Statutory and  Non-Statutory  Incentive  Stock
Option Plan  ("Plan")  which  authorizes  the Company to grant  incentive  stock
options within the meaning of Section 422A of the Internal Revenue Code of 1986,
as amended, and to grant nonstatutory stock options. The Plan relates to a total
of 623,756 shares of common stock.  Options relating to 355,539 shares have been
issued and are  outstanding and all are presently  exercisable.  No options were
granted in 2001 or 2002. The options are  exercisable at $.56 per share. A total
of 249,501  options expire during January 2003 and the remaining  106,038 expire
on October 30, 2007. The outstanding  options must be exercised  within 10 years
from the date of grant and no later  than  three  months  after  termination  of
employment  or service as a director,  except that any optionee who is unable to
continue  employment  or  service  as a  director  due to  total  and  permanent
disability  may exercise  such options  within one year of  termination  and the
options  of an  optionee  who is  employed  or  disabled  and who  dies  must be
exercised within one year after the date of death.

                                       21
<PAGE>

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

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

Compensation of Directors
-------------------------
The  Company  does  not  pay  cash  compensation  to  directors.   During  2002,
independent  directors were not  compensated;  however,  officers that were also
directors were compensated as described in the Summary  Compensation Table. Four
directors of the Company were issued 182,447  shares of restricted  common stock
of the Company on May 31, 2001 as  compensation  for  services  furnished to the
Company as an officer or director through December 31, 2000. No compensation was
paid to directors for services as directors during 2000 through 2002.


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

The following table sets forth, as of March 31, 2002,  certain  information with
respect to the  beneficial  ownership of the Company's  common stock by (i) each
director and officer of the Company, (ii) each person known to the Company to be
the beneficial  owner of 5% or more of the  outstanding  shares of common stock,
with  such  person's  address,  and  (iii) all of the  directors  and  executive
officers as a group. Unless otherwise indicated,  the person or entity listed in
the  table  is the  beneficial  owner of the  shares  and has  sole  voting  and
investment power with respect to the shares indicated.




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

Albert A. Golusin, Secretary and Treasurer    3,885,846(3)                 6.6
668 N. 44'th Street, Suite 248
Phoenix, Arizona 85008

William E. Grafham, Director                  1,422,072 (2)                2.6
Grandview Condominiums #412
Seven Mile Beach
Grand Cayman, BWI

                                       22
<PAGE>

Wade P. Carrigan, Director                    1,250,000(3)                 2.3
P.O. Box 1908
Gilbert, Az. 85299

Robert Atwell                                 5,000,000                    9.0
1000 Ortega Way, Suite C
Placentia, CA. 92870

Project 1000,Inc.                            22,587,710 (5)               40.8
668 N. 44th Street, Suite 248
Phoenix, Az. 85008

John Shebanow                                 3,452,241 (4)                6.2
5355 Capital Court, suite 108
Reno, Nevada 89502

Alex Gassiot                                  5,270,367 (4)                9.1
3550 Barron Way, suite 11B
Reno, Nevada 89511



All officers and directors as a
group (5 persons)                             6,557,918                   11.8



     1.   All securities are owned directly and  beneficially  unless  otherwise
          noted. Beneficial ownership is determined in accordance with the rules
          of the  Securities  and Exchange  Commission  and  generally  includes
          voting or  investment  power  with  respect to  securities.  Shares of
          common stock subject to options and warrants currently  exercisable or
          exercisable  within 60 days of March 31,  2001 are deemed  outstanding
          for  computing  the  percentage  of the person or entity  holding such
          securities but are not outstanding for computing the percentage of any
          other person or entity.

     2.   Includes   62,375   shares  of  common  stock   underlying   presently
          exercisable  options and  warrants.  Also includes the shares owned by
          companies in which Mr. Grafham has the voting or investment power.

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

     4.   Shares were acquired in a transaction on January 8, 2001,Mr.  Shebanow
          and Mr. Gassiot were co- managers of APG Associates, LLC.

     5.   Shares were  acquired in a transaction  on May 3, 2002  resulting in a
          change of control of the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

On May 31, 2001 the Company issued a total of 182,447  restricted  shares to its
officers and directors for  reimbursement of expenses and for services  provided
during the year 2000.  The shares  issued had a deemed value of $58,500 and were
issued by a unanimous  directors  consent and pursuant to the exemption found in
Section  4(2)of the  Securities  Act of 1933.  William  Grafham,  President  and
director, received 47,254 restricted common shares at a deemed value of $ 12,000


                                       23
<PAGE>

for services and 28,645 restricted common shares as reimbursement for $19,500 of
expenses  incurred  for the  benefit  of the  Company.  George H.  Fancher  Jr.,
Chairman and  director,  received  47,254  restricted  common shares at a deemed
value of $12,000 for services. Albert Golusin, Secretary and Treasurer, received
29,647  restricted  common shares at a deemed value of $7,500 for accounting and
corporate  administrative services. Jeff Scott received 29,647 restricted common
shares for  assisting  the  Chairman  and  President  in seeking  financing  for
potential oil and gas drilling projects.

On December 4, 2001,  Registrant agreed to sell all of its assets related to the
oil and natural gas industry to an entity controlled by George H. Fancher Jr., a
director of the Registrant.  The transaction  was deemed  effective  December 1,
2001, and included all of Registrant's  undivided interests in producing natural
gas wells and adjacent acreage in California and Registrant's undivided interest
in oil and gas  leaseholds,  geophysical  exploratory  data  and  other  nominal
assets. Following the transaction,  the Registrant had no interest in any oil or
natural gas assets of any nature.  The buyer assumed all of the  obligations  of
the Registrant to pay approximately $13,500 in outstanding  liabilities relating
to the oil and  natural gas  properties  transferred  and any future  contingent
liabilities  including well closure,  remediation and clean-up,  and surrendered
236,331  restricted  shares of  Registrant's  common  stock  owned of record and
beneficially  by George H. Fancher Jr. to the  Company.  The deemed value of the
shares  received was $75,777 and the Company  recorded a loss on the transaction
of $91,415.  The  disinterested  members of the Board of Directors of Registrant
following an independent  evaluation of the properties  approved the transaction
unanimously  by  director  consent.  The  transaction  concluded  the  Company's
involvement  in the  oil and  gas  business.  Furthermore,  the  Company  has no
intention to become involved in the oil and gas business at any future time.

On May 3, 2002, the Company acquired from Project 1000 Inc. "P1", a wholly owned
subsidiary  of  SunnComm   Technologies,   Inc.,   "Digital   Content   Cloaking
Technology(TM)",  known as MediaCloQ or MediaMaker ("P1 Technology"), which is a
set of  methodologies  that are  designed  to work  together  to thwart  illegal
copying  or  ripping  of  optical  media  that  complies  to IEC  90608  Redbook
standards.  Each of the methodologies used is meant to work toward defeating the
various software products currently  available on the market today that are used
for the purpose of making illegal  copies of CDs or of individual  audio tracks.
The Assets  include,  but are not limited to, P1's  proprietary  property  which
includes all English and foreign  language,  all commercial and  non-commercial,
and all present and future versions thereof, and all required and/or relevant P1
Documentation,   Intellectual  Property  Rights  and  other  proprietary  rights
therein,  and  Derivatives  thereof  that is  required  and/or  relevant  to the
development  of current  and future  versions.  These  shares  were  issued by a
unanimous  directors consent and pursuant to the exemption found in Section 4(2)
of the Securities Act of 1933. The Company issued  23,837,710  restricted common
shares  to P1 for the P1  Technology  resulting  in a change of  control  of the
Company. The P1 Technology was recorded by the Company at P1's cost.

On June 15,  2002 the  Company  issued to Albert  Golusin,  the Chief  Financial
Officer and a Director,  544,396  restricted  common shares for  accounting  and
corporate  administrative  services  provided  during part of 2001  through June
15,2002.  The deemed value of the shares  issued was  $91,634.  The Company also
issued 60,348 restricted common shares as reimbursement for expenses incurred on
behalf of the Company.  The deemed value of the shares  issued was $10,514.  The
deemed value of the restricted  common shares issued was  determined  based upon
the book value of the Company's common stock, excluding the transaction with P1,
at the  time of the  issuance  of the  stock.  These  shares  were  issued  by a
unanimous  directors consent and pursuant to the exemption found in Section 4(2)
of the Securities Act of 1933.

                                       24
<PAGE>

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



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.


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


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

    3.1   Restated  Articles of Incorporation  of Eastern Star Mining,  Inc., as
          filed with the Nevada Secretary of State February 7, 1997. (1)

    3.2   Certificate of Amendment of Articles of  Incorporation of Eastern Star
          Mining,  Inc.,  as filed  with the Nevada  Secretary  of State May 19,
          1997. (1)

    3.3   Certificate of Amendment of Articles of  Incorporation of Eastern Star
          Mining,  Inc.,  as filed  with the Nevada  Secretary  of State May 28,
          1997. (1)

    3.4   Certificate of Amendment of Articles of  Incorporation of Eastern Star
          Holdings,  Inc., as filed with the Nevada  Secretary of State December
          10, 1997. (1)

    3.5   Bylaws of Company adopted December 31, 1997. (1)

    3.6   Certificate of Change to the Authorized Shares of Fan Energy, Inc., as
          filed with the Nevada Secretary of State December 27, 2001 as filed on
          Form 8-K dated December 21, 2001.

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

    10.1  Letter  Agreement  dated August 27, 1997 between Company and George H.
          Fancher Jr. d/b/a Fancher Oil Company. (1)

    10.2  Agreement With Arizona  Corporate  Management,  Inc. dated November 1,
          1998. (1)

    10.3  1997 Incentive and Nonstatutory Stock Option Plan. (1)

    10.4  Letter  regarding  conflicts of interest  dated March __, 1998 between
          Company and George H. Fancher Jr. (1)

                                       25
<PAGE>

    10.5  Form of Subscription  Agreement for certain  officers and consultants.
          (1)

    10.6  Agreement with Albert Golusin. (1)

    10.7  Participation  Agreement  dated  October 1, 1998 with Fancher Oil LLC.
          (2)

    10.8  Indemnification Agreement with George H. Fancher Jr. (2)

    10.9  Agreement dated May 6, 1999 with George H. Fancher Jr. Incorporated by
          reference to Exhibit 10.9 to Registration 333-47699.

    10.10 Warrant Agency  Agreement.  Incorporated  by reference to Exhibit 10.9
          to Registration 333-47699.

    10.11 Subscription  Agreement and attached promissory note,  incorporated by
          reference to Exhibit 10.1 to Form 8-K dated January 8, 2001.

    10.12 Letter   Agreement  to  purchase   assets,   dated  January  5,  2001,
          incorporated by reference to Exhibit 10.2 to Form 8-K dated January 8,
          2001.

    10.13 Sale  of oil and gas  properties  on  Exhibit  10.13  on  Registrant's
          Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          2001.

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

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

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

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

    21.1  Subsidiary of the  Registrant on Exhibit 21.1 on  Registrant's  Annual
          Report on Form 10-KSB for the fiscal year ended December 31, 2001.


     (1)  Incorporated  by reference to  Registration  Statement No. 33-64448 on
          Form SB-2, which became effective May 14, 1998.


     (2)  Incorporated  by  reference  to Exhibit  10.7 on  Registrant's  Annual
          Report on Form 10-KSB for the fiscal year ended December 31, 1998.

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



                                       26
<PAGE>

99   Certification of Chief Executive Officer and Chief Financial Officer.

Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



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

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

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


                                    /s/Wade P. Carrigan
                                 ----------------------
                                 Name: Wade P. Carrigan
                                 Date: April 15, 2003


                                    /s/Albert A. Golusin
                                 -----------------------
                                 Name: Albert A. Golusin
                                 Date: April 15, 2003


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

__________________




(b) Reports on Form 8-K.

The  Registrant  filed no reports on Form 8-K during the fiscal  quarter  ending
December 31, 2002.


                                       27
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

The Company  maintains  disclosure  controls and  procedures (as defined in Rule
13a-14  of the  Exchange  Act) that are  designed  to  ensure  that  information
required to be  disclosed  in the  Company's  Exchange  Act report is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms and that such  information is accumulated and communicated
to the Company's management, including the Company's Chief Executive Officer and
Chief Financial  Officer,  as appropriate,  to allow timely decisions  regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognized that any controls and procedures,  no matter
how well  designed  and  operated,  can provide  only  reasonable  assurance  of
achieving the desired control objectives and management necessarily was required
to apply  its  judgment  in the  evaluating  the  cost-benefit  relationship  of
possible controls and procedures.

Within 90 days prior to the filing date of this report,  the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the  design  and  operation  if the  Company
disclosure controls and procedures.  Based on the foregoing, the Company's Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure controls and procedures were effective.

There have been no significant  changes in the Company's internal controls or in
the factors that could significantly  affect the internal controls subsequent to
the date the company completed its evaluation.


SIGNATURES

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

                                                QUIET TIGER INC.


Date: April 15, 2001                     By /s/ Wade P. Carrigan
     ---------------                        ------------------------
                                                Wade P. Carrigan
                                                Chief Executive Officer


Date: April 15, 2001                    By /s/ Albert Golusin
      --------------                       -------------------------
                                               Albert A. Golusin,
                                               Principal Accounting
                                               Officer

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

                                       28
<PAGE>




Date: April 15, 2001                By /s/ William E. Grafham
                                         ----------------------------------
                                           William E. Grafham   Director

Date: April 15, 2001               By /s/ Wade P. Carrigan
                                         ----------------------------------
                                          Wade P. Carrigan  Director

Date: April 15, 2001                By /s/ Albert Golusin
                                         ----------------------------------
                                           Albert Golusin  Director

CERTIFICATION

I, Wade P. Carrigan,  Chief Executive Officer of Quiet Tiger Inc.,  formerly Fan
Energy Inc., certify that:

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

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
     4. The  registrant's  other  certifying  officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

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

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

                                       29
<PAGE>

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

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


Date: April 15, 2003

/s/ WADE P. CARRIGAN
---------------------
    Wade P. Carrigan
    Chief Executive Officer


CERTIFICATION

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

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

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

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

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

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

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

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

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

                                       30
<PAGE>

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

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

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

Date: April 15, 2003

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


                                       31
<PAGE>






                          INDEX TO FINANCIAL STATEMENTS
1.  Financial Statements:
     Independent Auditor's Report .......................................... F-1
     Balance Sheet December 31, 2002 ....................................... F-2
     Statements of Operations Years ended December 31, 2001 and 2002
         and Cumulative Amounts from Inception to December 31, 2002 .....F-3-F-4
     Statement of Stockholders' Equity Years Ended December 31,
          1997, 1998, 1999, 2000, 2001 and 2002 ........................ F-5-F-8
     Statements of Cash Flows Years ended December 31, 2001 and 2002
       and Cumulative Amounts from Inception to December 31, 2002 ..... F-9-F-12
     Notes to Financial Statements.................................... F-13-F-28
2.  Schedules
     None


                                       32
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


                    [James C. Marshall, CPA, P.C. Letterhead]

                          INDEPENDENT AUDITOR'S REPORT

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

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

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Quiet Tiger, Inc.
and its consolidated subsidiary as of December 31, 2002 and the results of their
operations and their cash flows for the two years then ended and the period from
reactivation,  January 1,  1997,  to  December  31,  2002,  in  conformity  with
accounting principles generally accepted in the United States of America.

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

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

                                       F-1


                                       33
<PAGE>



                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002

                                     ASSETS
                                     ------
CURRENT ASSETS:

   Cash                                                        $         --
                                                                -----------
Total current assets                                                     --

OTHER ASSETS:
   Equipment-net                                                $ 1,000,000
   Intellectual Property                                            674,629
                                                                -----------
Total assets                                                    $ 1,674,629
                                                                ===========


LIABILITIES
  CURRENT
   Accounts payable                                             $   108,927
   Due to affiliates                                                295,501
                                                                -----------
Total current liabilities                                           404,428
                                                                -----------

Total liabilities                                                   404,428
                                                                -----------
STOCKHOLDERS' EQUITY

 Preferred stock, $.01 par value,
   5,000,000 shares authorized, none issued
Common stock, $.001 par value, 59,256,573 shares                     44,961
   authorized, 44,961,109 issued and 2,349,600
   outstanding at December 31, 2002 and 2001
Additional paid-in capital                                        7,312,923
Additional paid-in capital stock options                            100,500
(Deficit) accumulated during the development stage               (6,188,183)
                                                                -----------
Total stockholders' equity                                        1,270,201
                                                                -----------
Total liabilities and stockholders' equity                      $ 1,674,629
                                                                ===========

See accompanying notes to these consolidated financial statements.


                                       F-2

                                       34
<PAGE>


                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATION
<table>
<caption>

                                                                     Cumulative
                                                     For the 12    from January 1,
                                                  months ended   1997 (Inception)
                                                ----------------  to December 31,
                                              2002          2001          2002
                                              ----          ----   ---------------
<S>                                           <C>           <C>              <C>
REVENUES
--------
Floppy disk sales                       $       --     $  56,094         $  56,094
                                        ----------    ----------        ----------
Total Revenue                                   --        56,094            56,094

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

Gross Profit                                    --         3,829             3,829

OPERATIING EXPENSES
-------------------
Impairment on equipment                  3,033,309            --         3,033,309

General and administrative                 440,394       463,168         1,023,562

Depreciation                                 2,488        14,604            17,092
                                        ----------    ----------        ----------
Total Operating Expenses                 3,476,191       477,772         4,073,963

OTHER INCOME (EXPENSE)
---------------------
Interest expense                                 0           332             8,978
Interest revenue                           (15,125)      (33,141)          (48,266)
                                        ----------    ----------      ----------
Total Non-Operating expenses               (15,125)      (32,809)          (39,288)

(Loss) income from continuing           (3,461,066)     (441,134)       (4,030,846)
   operations

DISCONTINUED OPERATION
----------------------
(Loss) income from discontinued                 --       (34,870)         (508,220)
   operation, net

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

Loss on disposal of discontinued                --       (91,415)          (91,415)
   operation, net
                                        ----------    ----------        ----------
</table>
                                      F-3
                                       35
<PAGE>


   QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF OPERATION - CONTINUED
<table>
<S>                                         <C>             <C>             <C>
(Loss) from discontinued operations             --      (126,285)       (2,157,337)
                                        ----------   -----------        ----------
<
NET (LOSS)                             $(3,461,066)   $ (567,419)       $6,188,183)
                                        ==========    ==========        ==========
(LOSS) INCOME PER SHARE:
   (Loss) per share from continuing    $     (0.09)   $    (0.02)
                                        ==========    ==========
      operation

   (Loss) per share from discontinued                 $    (0.01)

      operation

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

WEIGHTED AVERAGE SHARES OUTSTANDING:    37,349,058    21,703,451
                                        ==========    ==========

See accompanying notes to these consolidated financial statements.

                                       F-4
</table>


                                       36
<PAGE>



                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   Years ended December 31, 1997 through 2002
<table>
<caption>
                                                     Common Stock
                                                ---------------------     Additional
                                                                           Paid-In
                                                Shares         Amount       Capital
                                                ------         ------     ----------
<S>                                              <C>            <C>           <C>
Balance January 1, 1997 ................       493,593    $       494    $   504,154
Reclassification of deficit pursuant
  to quasi reorganization ..............            --             --       (504,648)
Sale of common stock and warrants
  pursuant to private placement at $.31
  per unit .............................     1,599,036          1,600        498,400
Issuance of common stock for services
  issued for $.31 per share ...........        159,906            160         49,840
Sale of common stock and warrants
  pursuant to private placement at $.78
  per unit .............................     1,279,223          1,279        998,721
Costs of private placement offering ....            --             --        (52,869)
Issuance of common stock for property ,
  valued at $.21 per share ............      1,439,129          1,439        298,561
Issuance of common stock for warrants
  for offering costs ...................            --             --          4,545
Issuance of stock options ..............            --             --          2,332
Net (loss) for the year ended December
31, 1997 ...............................            --             --             --
                                           -----------    -----------    -----------
Balance December 31, 1997 ..............     4,970,887          4,972      1,799,036
Issuance of common stock for services
  issued for $.31 per share ...........        137,514            137         42,863
Exercise of common stock warrants for
  cash at $.31 per share ..............      1,320,804          1,321        411,679
Net (loss) for the year ended December
 31, 1998 ...............................           --             --             --
                                           -----------    -----------    -----------
Balance December 31, 1998 ..............     6,429,205          6,430      2,253,578

Conversion of payables to common stock
  by officers, valued at $.35 per share        127,795            127         44,826
Forgiveness of debt by officer/director           --             --           22,000
Return of common stock by
 officers/directors .....................     (511,698)          (512)           512
Net (loss) for the year ended December
 31, 1999 ...............................           --             --             --
                                           -----------    -----------    -----------
Balance December 31, 1999 ..............     6,045,302          6,045      2,320,916

</table>

                                       F-5

                                       37
<PAGE>


                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY-CONTINUED
                   Years ended December 31, 1997 through 2002
<table>
<caption>


                                                     Common Stock
                                                ---------------------     Additional
                                                                           Paid-In
                                                Shares         Amount       Capital
                                                ------         ------     ----------
<S>                                              <C>             <C>          <C>
Issuance of common stock in public
 offering ...............................    1,786,741          1,787        298,213
Cost of public offering ................            --             --        (12,456)
Net (loss) for the year ended December
31, 2000 ...............................            --             --             --
                                           -----------    -----------    -----------
Balance December 31, 2000 ..............     7,832,043          7,832      2,606,673
Shares issued for media production
 equipment ..............................   12,007,252         12,007      3,837,993
Shares purchased in private placement ..       155,938            156         49,844
Shares issued under Secured Note .......     1,871,260          1,871        598,129
Secured Note receivable ................            --         (1,871)      (598,129)
Shares issued for services .............       182,447            183         58,317
Acquisition of shares from sale of oil
 properties .............................           --             --             --
Net (loss) for the year ended December
 31, 2001 ...............................           --             --             --
                                           -----------    -----------    -----------
Balance December 31, 2001 ..............    22,048,940    $    20,178    $ 6,552,827
Shares issued for services .............     1,292,227          1,292        206,536
Shares issues for expenses .............       106,119            106         28,207
Shares issued for intellectual
 Property ...............................   23,837,710         23,838        650,791
Cancellation of shares issued under
Secured note ...........................    (1,871,260)
Acquisition of treasury shares for
Interest under cancellation secured
 note ...................................
Cancellation of treasury shares ........      (452,627)          (453)      (125,438)
Net (loss) .............................
                                           -----------    -----------    -----------
Balance December 31, 2002 ..............    44,961,109    $    44,961   $  7,312,923
                                           ===========    ===========    ===========

 </table>


                                       F-6

                                       38
<PAGE>


                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED
                   Years ended December 31, 1997 through 2002
<table>
<caption>
                                              Deficit
                                            Accumulated
                                               During
                                            Development       Treasury        Stock
                                               Stage            Stock        Options       Total
                                            -----------       --------       -------       -----
<S>                                             <C>             <C>            <C>          <C>
Balance January 1, 1997 ................   $  (504,648)   $      --      $      --     $      --
Reclassification of deficit pursuant
  to quasi reorganization ..............       504,648           --             --            --
Sale of common stock and warrants
  pursuant to private placement at $.31
  per unit .............................          --             --             --         500,000
Issuance of common stock for services
  issued for $.31 per share ...........           --             --             --          50,000
Sale of common stock and warrants
  pursuant to private placement at $.78
  per unit .............................          --             --             --       1,000,000
Costs of private placement offering ....          --             --             --         (52,869)
Issuance of common stock for property ,
  valued at $.21 per share ............           --             --             --         300,000
Issuance of common stock for warrants
  for offering costs ...................          --             --             --           4,545
Issuance of stock options ..............          --             --          100,500       102,832
Net (loss) for the year ended December
 31, 1997 ...............................     (199,232)          --             --        (199,232)
                                           -----------    -----------    -----------   -----------
Balance December 31, 1997 ..............      (199,232)          --          100,500     1,705,276
Issuance of common stock for services
  issued for $.31 per share ...........           --             --             --          43,000
Exercise of common stock warrants for
  cash at $.31 per share ..............           --             --             --         413,000
Net (loss) for the year ended December
 31, 1998 ...............................   (1,456,553)          --             --      (1,456,553)
                                           -----------    -----------    -----------   -----------
Balance December 31, 1998 ..............    (1,655,785)          --          100,500       704,723
Conversion of payables to common stock
  by officers, valued at $.35 per share           --             --             --          44,953
Forgiveness of debt by officer/director           --             --             --          22,000
Return of common stock by
 officers/directors .....................         --             --             --            --
Net (loss) for the year ended December
 31, 1999 ...............................     (435,547)          --             --        (435,547)
                                           -----------    -----------    -----------   -----------
Balance December 31, 1999 ..............    (2,091,332)          --          100,500       336,129

</table>

                                       F-7

                                       39
<PAGE>


                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED
                   Years ended December 31, 1997 through 2002
<table>
<caption>
                                              Deficit
                                            Accumulated
                                               During
                                            Development       Treasury        Stock
                                               Stage            Stock        Options       Total
                                            -----------       --------       -------       -----
<S>                                             <C>              <C>           <C>           <C>
Issuance of common stock in public
 offering ...............................         --             --             --         300,000
Cost of public offering ................          --             --             --         (12,456)
Net (loss) for the year ended December
31, 2000 ...............................       (68,366)          --             --         (68,366)
                                           -----------    -----------    -----------   -----------
Balance December 31, 2000 ..............    (2,159,698)          --          100,500       555,307
Shares issued for media production
 equipment ..............................         --             --             --       3,850,000
Shares purchased in private placement ..          --             --             --          50,000
Shares issued under Secured Note .......          --             --             --         600,000
Secured Note receivable ................          --             --             --        (600,000)
Shares issued for services .............          --             --             --          58,500
Acquisition of shares from sale of oil
 properties .............................         --      $    75,777)          --         (75,777)
Net (loss) for the year ended December
 31, 2001 ...............................     (567,419)          --             --        (567,419)
                                           -----------    -----------    -----------   -----------
Balance December 31, 2001 ..............   $(2,727,117)   $   (75,777)   $   100,500   $ 3,870,611
Shares issued for services .............          --             --                        207,828
Shares issues for expenses .............          --             --             --          28,313
Shares issued for intellectual
 property ...............................         --             --             --         674,629
Cancellation of shares issued under
Secured note ...........................          --             --             --            --
Acquisition of treasury shares for
Interest under cancellation secured                           (50,114)          --         (50,114)
 note ...................................         --             --             --            --
Cancellation of treasury shares ........          --          125,891           --            --
Net (loss) .............................    (3,461,066)                                 (3,461,066)
                                           -----------    ----------------------------------------
Balance December 31, 2002 ..............   $(6,188,183)   $      --       $  100,500    $1,270,201
                                          ============   ============    ===========   ===========
</table>
       See accompanying notes to these consolidated financial statements.


                                       F-8

                                       40
<PAGE>







                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2001 and 2002
 <table>
<caption>
                                                                                      Cumulative
                                                                                     Amounts from
                                                                                   January 1, 1997
                                                                                          to
                                                                2002       2001    December 31, 2002
                                                              -------     -------    -------------
<S>                                                             <C>         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net (loss) income for the period ...................   $ (3,461,066) $ (567,419)     $(6,188,183)
   Adjustments to reconcile net
     cash used by operations:
       Loss from discontinued operation, net ..............     --         34,870          508,220
       Impairment of assets on discontinued operation .....     --          --           1,557,702
       Loss on sale of discontinued operation .............     --         91,415           91,415
       Impairment of equipment ............................ 3,033,309       --           3,033,309
       Depreciation ......................................      2,488      14,604           17,092
       Fair value of stock options issued ................      --           --            102,832
       Common stock issued for services ...................   236,141      58,500          432,594
       Treasury Stock received for interest ...............   (50,114)       --            (50,114)
       Forgiveness of payable by officer/director ........      --           --             22,000
Changes in assets and liabilities:
       (Increase)/decrease  in  receivable from affiliates .   34,989     (34,989)            --
       (Increase)/decrease  in  prepaid expenses ...........   49,500     (49,500)            --
       (Increase)/decrease  in equipment ...................  (32,000)       --            (32,000)
       Increase/(decrease) in accounts payable .............   54,630      49,961          104,591
       Increase/(decrease) in payable to affiliates ........  132,123     143,018          275,141
                                                            ---------  ----------      -----------
Net cash (used) by operating activities ...................     --       (259,540)        (125,401)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for equipment & tenant improvements .............     --       (168,402)        (168,402)
                                                           ---------- -----------      -----------
Net cash (used) in investing activities ..................      --       (168,402)        (168,402)
                                                           ---------- -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of common stock warrants ..........      --           --            413,000
Proceeds from sale of common stock .......................      --           --          1,800,000
Cash paid for offering costs .............................      --           --            (60,780)
Proceeds from sale of common stock under note ............      --         50,000           50,000
                                                          -----------  ----------      -----------
Net cash (used) in financing activities ..................      --         50,000        2,202,220
                                                          -----------  ----------     ------------
</table>
                                       F-9

                                       41
<PAGE>


                                QUIET TIGER INC.
                            (formerly Fan Energy Inc
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS-CONTINUED
                     Years ended December 31, 2001 and 2002
 <table>
<caption>
                                                                                     Cumulative
                                                                                    Amounts from
                                                                                   January 1, 1997
                                                                                            to
                                                                2002       2001    December 31, 2002
                                                              -------     -------    -------------
<S>                                                             <C>         <C>            <C>
Cash (used)  from discontinued operations ................      --         10,886       (1,908,417)

Net Increase (decrease) in cash .........................       --       (367,056)         --
Cash at beginning of period .............................       --        367,056          --
                                                          ----------- -----------      -----------
Cash at end of period ....................................$     --       $   --        $   --
                                                          =========== ===========    =============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES

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

See accompanying notes to these consolidated financial statements.


                                      F-10


                                       42
<PAGE>


                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF CASH FLOWS -CONTINUED
                     Years ended December 31, 2001 and 2002

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION


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


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES


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

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

o    issued 424,152 options to purchase common stock to officers,  directors and
     consultants, valued at $100,500.

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

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

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


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


On January 8, 2000 the Company issued 12,007,252 restricted shares of its common
stock  to  four  persons  for  plant,  equipment  and  other  assets,  including
specialized manufacturing equipment,  manufacturing set ups, real estate leases,
fixtures and related  equipment and other property with an estimated fair market
value of $3.8 million.  Also on that date the Company issued 2,027,198 shares of
restricted  common stock to one of the persons for $650,000,  of which  $600,000
was paid by the purchaser's secured promissory one, due in March 31, 2003. Three
of the purchasers  became directors of the Company.  The purchasers  represented
that they had  complete  information  about the  Company  and its  business  and
properties  and  agreed  to take the  securities  for  investment.  Certificates
representing the shares bear restrictive legends and stop transfer  instructions
have been placed with the transfer  agent.  The issuance of the stock was exempt
from registration under Section 4(2) of the Securities Act.


                                      F-11

                                       43
<PAGE>


                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF CASH FLOWS -CONTINUED
                     Years ended December 31, 2001 and 2002

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES-CONTINUED

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


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


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


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


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

The accompanying notes are an integral part of the financial statements


                                      F-12

                                       44
<PAGE>



                                QUIET TIGER INC.
                           (formerly Fan Energy Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                     Years ended December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND BUSINESS


During the year 2000 Fan Energy Inc. (the  "Company") was an independent  energy
company  engaged in the  development,  exploration  and  acquisition  of oil and
natural gas reserves in the western United States. Originally formed as an Idaho
corporation in the early 1900s, the Company's  predecessor was not successful in
the exploration of mining properties.  In 1988 the predecessor was merged into a
newly-formed  Nevada  Corporation  named Eastern Star,  Inc. and it was inactive
thereafter,  with no assets or  liabilities  through  the end of 1996.  In early
1997,  the  corporation  was  reactivated  when the holder of a majority  of the
outstanding common stock transferred  control of the inactive  corporation.  The
transferee elected new directors and officers and caused the Company to effect a
10-into-1  reverse stock split.  The name of the  corporation was changed to Fan
Energy Inc. in December 1997. On December 24, 2001, the Company effected another
reverse  stock split of one new common share for each  fifteen  pre-consolidated
shares.  On June 28, 2002, the Company  effected a forward stock split of 9.3563
shares for 1 share.


Effective  with  the  change  in  control  and  reactivation  during  1997,  the
stockholders  of the Company  approved a plan of informal quasi  reorganization.
Pursuant to the plan, the Company's  accumulated deficit of $504,648,  as of the
date of reorganization, was eliminated and charged to additional paid-in capital
as defined by Statement of Financial  Accounting  Standards (SFAS) No. 7 and was
considered a development stage company effective January 1, 1997.


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


                                      F-13

                                       45
<PAGE>



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


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


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


GOING CONCERN AND OPERATIONS


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


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


                                      F-14

                                       46
<PAGE>





The  Company  is in the  development  stage  and  has not  realized  significant
revenues from its planned  operations.  As such, the Company, as of December 31,
2002 has incurred net operating losses since reactivation as a development stage
company of $6,688,183 and has a deficit working capital of $404,428 which is not
sufficient working capital to fund its planned operations during the next twelve
months.  Additional funding will be required to effectively market MediaCloQ and
finance  general  and  administrative   expenses.   These   circumstances  raise
substantial doubt about the Company's ability to continue as a going concern. In
order  to meet the  Company's  continuing  financing  needs,  management  of the
Company  intends  to  raise  working  capital  through  the  sale  of  its  disk
manufacturing  equipment,  common stock or other  securities,  or through  other
financing.


The Company's  consolidated  financial statements do not include any adjustments
related to the  realization of the carrying  value  MediaCloQ or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable  to  continue  in  existence.  The  Company  has  written  down its media
production equipment to its estimated net realizable value.


The  ability  of the  Company  to  continue  operations  as a going  concern  is
dependent upon its success in obtaining  capital through sale of common stock or
other securities, selling its media production equipment, financing transactions
and ultimately achieving profitable operations.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


RESTATEMENT OF SHARE AMOUNTS


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


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


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


PRINCIPLES OF CONSOLIDATION


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

INTELLECTUAL PROPERTY

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

                                      F-15

                                       47
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

LONG-LIVED ASSETS

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


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


EQUIPMENT


Equipment  and  Intellectual  property are stated at cost.  A modified  units of
production  method,  that is based  upon  units  produced  subject  to a certain
minimum  level,  is used to  depreciate  substantially  all  disk  manufacturing
equipment.  The  straight  line  method  is used for all  other  equipment.  The
estimated  depreciable  lives range from 3 to 10 years for machinery,  equipment
and fixtures.


INCOME TAXES


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


USE OF ESTIMATES


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


                                      F-16

                                       48
<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


(LOSS) PER COMMON SHARE


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


SHARE BASED COMPENSATION


SFAS No. 123" Accounting for Stock-Based  Compensation" defines fair value based
methods of accounting for an employee stock option or similar equity instrument.
This  statement  gives  entities a choice of  recognizing  related  compensation
expense  by  adopting  the new fair  value  method  or to  continue  to  measure
compensation  using the intrinsic  value  approach under  Accounting  Principles
Board  (APB)  Opinion  No. 25. The Company has elected to utilize APB No. 25 for
measurement; and will, pursuant to SFAS No. 123, disclose supplementally the pro
forma effects on net income and earnings per share of using the new  measurement
criteria. (Note 6).


CASH EQUIVALENTS


For purposes of reporting cash flows, the Company  considers as cash equivalents
all highly  liquid  investments  with a maturity of three  months or less at the
time of  purchase.  On  occasion,  the  Company  has cash in banks in  excess of
federally insured amounts.


NEW TECHNICAL PRONOUNCEMENTS


In July 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."   SFAS  No.  143  addresses  the   accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  SFAS No.  143 will be  effective  for the
Company in the first quarter of 2002. The Company's  management  does not expect
that the  application  of the  provisions of this statement will have a material
impact on the Company's consolidated financial statements.


In July 2001, the FASB also issued SFAS No. 141,  "Business  Combinations,"  and
No. 142,  "Goodwill and Other  Intangible  Assets." These  standards  change the
accounting for business  combinations  by, among other things,  prohibiting  the
prospective use of  pooling-of-interests  accounting and requiring  companies to
cease  amortizing  goodwill  and certain  intangible  assets with an  indefinite
useful life created by business  combinations  accounted  for using the purchase
method of accounting.  Instead, goodwill and intangible assets deemed to have an
indefinite useful life will be subject to an annual review for impairment.


                                      F-17

                                       49
<PAGE>




NOTE 3 - ASSET IMPAIRMENT CHARGES


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


NOTE 4 - EQUIPMENT


During the second quarter of 2003,  the Company  decided to sell all floppy disk
manufacturing  equipment. As a result of the projected discounted cash flow, the
Company  determined that the asset value was impaired and decreased the carrying
value to reflect the net realizable  value of the equipment at December 31, 2002
as follows:


Description                      Cost     Impairment  Net Realizable
                                                               Value

3.5" Disk Manufacturing
Equipment                 $ 3,915,721     $3,422,211       $ 493,510
Computers                      86,612         71,636          14,976
                      ---------------  -------------  --------------
                            4,005,844      3,445,126         508,486
Less: accumulated
depreciation                    8,486              0           8,486
                      ---------------  -------------   -------------
                           $3,997,358     $3,445,126      $  500,000
                      ===============  =============   =============

Depreciation Expense for the period ended December 31, 2002 was $2,488

                                      F-18

                                       50
<PAGE>






NOTE 5 - INCOME TAXES


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

At December  31, 2002,  the Company had net  operating  losses of  approximately
$6,188,000.  These net operating loss carryforwards expire between 2017 and 2021
unless utilized by the Company.

                                                             For the year ended
                                                   December 31,    December 31,
                                                         2002            2001
                                                  -------------   -------------

Current Federal income tax benefit                   $  145,000       $ 722,541
                                                   ------------   -------------
Deferred Federal income tax benefit                   1,031,000         529,619
                                                   -----------    -------------
Total current and deferred income tax benefit         1,176,000         192,922

         Valuation allowance                         (1,176,000)       (192,922)
                                                    ------------ --------------
         Benefit of income taxes                     $    --          $    --
                                                     ==========       =========

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


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

                        Expiration                    Amount $
                        ------------                ------------

                           2017                      $   199,000
                           2018                      $   199,000
                           2019                      $   136,000
                           2020                      $    68,000
                           2021                      $ 2,125,000
                           2022                      $ 3,461,000
                                                    ------------
         Total net operating  loss available         $ 6,188,000
                                                     ===========

                                      F-19

                                       51
<PAGE>








NOTE 6 - COMMITMENTS AND CONTINGENCIES


The Company had no  commitments  or  contingent  liabilities  as of December 31,
2002.


During the first  quarter of 2003,  the Company  entered into a three year lease
beginning  March 1,  2003.  The lease  requires a total of  $122,472  in minimum
rental  payments over three years with $39,048 being due during the first twelve
month period of the lease.


NOTE 7 - STOCKHOLDERS' EQUITY


COMMON STOCK


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

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

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


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

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

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


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

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

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

                                      F-20

                                       52
<PAGE>





NOTE 7 - STOCKHOLDERS' EQUITY (continued)


In 1999 the  Company  issued  127,795  shares of common  stock to  officers  and
directors,  for conversion of $44,952 in accounts payable ($.35 per share);  and
an officer/director  forgave the repayment of $22,000 in accounts payable due to
an entity  controlled by him; and two  directors/officers  returned an aggregate
511,698 shares of common stock to the Company for no consideration.


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


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


On January 8, 2000 the Company issued 12,007,252 restricted shares of its common
stock  to  four  persons  for  plant,  equipment  and  other  assets,  including
specialized manufacturing equipment,  manufacturing set ups, real estate leases,
fixtures and related  equipment and other property with an estimated fair market
value of $3.8 million.  Also on that date the Company issued 2,027,198 shares of
restricted  common stock to one of the persons for $650,000,  of which  $600,000
was paid by the purchaser's secured promissory one, due in March 31, 2003. Three
of the purchasers  became directors of the Company.  The purchasers  represented
that they had  complete  information  about the  Company  and its  business  and
properties  and  agreed  to take the  securities  for  investment.  Certificates
representing the shares bear restrictive legends and stop transfer  instructions
have been placed with the transfer  agent.  The issuance of the stock was exempt
from registration under Section 4(2) of the Securities Act.


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


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


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


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


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


                                      F-21

                                       53
<PAGE>





NOTE 7 - STOCKHOLDERS' EQUITY (continued)


QUASI REORGANIZATION


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


WARRANTS


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

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

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

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

(1)  Subsequent  to December 31, 2002 all of these  warrants  were not exercised
     and expired.



                                      F-22

                                       54
<PAGE>





NOTE 6 - STOCKHOLDERS' EQUITY (continued)


STOCK OPTION PLAN


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


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


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




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

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

Options outstanding at
December 31, 2002
(355,539 exercisable)     355,539         $ .56           $ .56         $.56
                         ========         ======        ===========  ===========

The  weighted  average  remaining  contractual  life of options  outstanding  at
December 31, 2002 was 4.5 years.


                                      F-23

                                       55
<PAGE>





NOTE 6 - STOCKHOLDERS' EQUITY (continued)

The  Company has adopted the  disclosure-only  provisions  of SFAS No. 123.  Had
compensation  cost for the Company's stock option plan been determined  based on
the fair value at the grant date consistent with the provisions of SFAS No. 123,
the  Company's  net loss and loss per share for 2001 and 2002 would be unchanged
in each year.


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


At  December  31,  2001 the number of options  exercisable  was  436,630 and the
weighted average exercise price of these options was $.51.


At  December  31,  2002 the number of options  exercisable  was  355,539 and the
weighted average exercise price of these options was $.56.


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


STOCK SPLIT & CONSOLIDATION


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


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



                                      F-24

                                       56
<PAGE>





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


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


NOTE 8 - RELATED PARTY TRANSACTIONS


On May 31, 2001 the  Company  issued  182,447  restricted  common  shares to its
officers and directors for services  provided  during the year 2000.  The deemed
value of the shares issued was $58,500.


On December 1, 2001 the Company  agreed to sell all of its assets related to the
oil and  natural  gas  industry  to an entity  controlled  by a director  of the
Company. The transaction was deemed effective December 1, 2001, and included all
of the Company's undivided interests in producing natural gas wells and adjacent
acreage  in  California  and the  Company's  undivided  interest  in oil and gas
leaseholds, geophysical exploratory data and other nominal assets. Following the
transaction, the Company had no interest in any oil or natural gas assets of any
nature.  The  buyer  assumed  all  of the  obligations  of  the  Company  to pay
approximately $13,500 in outstanding liabilities relating to the oil and natural
gas properties  transferred and any future contingent liabilities including well
closure,  remediation and clean-up, and surrendered 236,331 restricted shares of
the Company's  common stock owned of record and  beneficially by the director to
the Company. The deemed value of the shares received was $75,777 and the Company
recorded a loss on the  transaction  of $91,415.  The  transaction  was approved
unanimously  by the  disinterested  members of the Board of Directors of Company
following an independent evaluation of the properties.


At December 31,  2001,  the Company owed  individual  directors  and officers an
aggregate $163,378 for un-reimbursed expenses and accrued compensation.


On May 3, 2002 the Company  issued  23,837,710  restricted  shares of its common
stock to Project  1000,  Inc.,  "P1",  a wholly  owned  subsidiary  of  SunnComm
Technologies Inc., for all the rights and the intellectual  property  pertaining
to "Digital Content Cloaking Technology(TM)",  known as MediaCloQ resulting in a
change of control of the Company. The intellectual  property was recorded at the
sellers  cost and  include,  but are not limited to, P1's  proprietary  property
which   includes  all  English  and  foreign   language,   all   commercial  and
non-commercial,  and all present and future versions  thereof,  and all required
and/or  relevant  P1  Documentation,  Intellectual  Property  Rights  and  other
proprietary  rights  therein,  and  Derivatives  thereof that is required and/or
relevant to the development of current and future versions.


                                      F-25

                                       57
<PAGE>



NOTE 8 - RELATED PARTY TRANSACTIONS-continued


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


Also on June 15, 2002 the Company issued 1,398,346 of its own restricted  common
shares to certain  officers  and  directors  at a deemed  value of $236,141  for
$163,378 of accrued and unpaid  expenses  and  services at December 31, 2001 and
$72,763 of services and un-reimbursed expenses in 2002 rendered through June 15,
2002.


NOTE 9 - SEGMENT REPORTING


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


Until  December 31, 2001, the Company had one  reportable  segment,  oil and gas
producing  activities.  The Company had concentrated its oil and gas exploration
and development activities in the western United States, primarily in California
and Wyoming. All activities in this segment were with industry partners.


The Company had no oil and gas producing  activities  during 2002.  During 2001,
The Company  earned  revenue from its oil and gas activities of $207,918 for the
year ended December 31, 2001.  Operating expenses of $247,941 for the year ended
December  31, 2001 were  attributable  to this  segment.  None of the  Company's
assets at December 31, 2001 were  attributable  to the oil and gas activities as
they were sold on December 1, 2001.


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


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



                                      F-26

                                       58
<PAGE>





NOTE 9 - SEGMENT REPORTING-continued


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

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

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

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


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


During 2002, there were no operating expenses attributable to the enhancement or
marketing of the Company's Intellectual Property.


The  Company did not  generate  any  revenue  but  incurred  $53,856 in expenses
directly related to the marketing and overhead of its disk  manufacturing  plant
during 2002. The disk  manufacturing  equipment's  carrying value was reduced to
$500,000 which is its estimated net realizable  sale value at December 31, 2002.
During  the  second  quarter  of  2003,  the  Company  decided  to sell the disk
manufacturing equipment and discontinue its operation.

 NOTE 10 - FINANCIAL INSTRUMENTS


FAIR VALUE


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


CONCENTRATION OF CREDIT RISK


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


                                      F-27

                                       59
<PAGE>



NOTE 11 - SUBSEQUENT EVENTS


During  March  2003,  the  Company   decided  to  discontinue  its  floppy  disk
manufacturing  operation  and  sell  all  of  its  equipment  pertaining  to the
operation.  As a result,  the Company wrote down its equipment value to $500,000
at December 31, 2002 which  management  believes to be its net realizable  sales
value.




                                      F-28

                                       60
<PAGE>