SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the fiscal year ended December 31, 2002

                                       OR

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

                                    000-23712
                              (Commission File No.)

                               ASCONI CORPORATION
                     (formerly, Grand Slam Treasures, Inc.)

                 (Name of Small Business Issuer in Its Charter)

                 NEVADA                                  91-1395124
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

      1211 SEMORAN BLVD, SUITE 141                            32707
          CASSELBERRY, FLORIDA                             (Zip Code)
(Address of principal executive offices)

          Issuer's Telephone Number, including area code: (407) 833-8000

                Securities registered under Section 12(b) of the
                        Securities Exchange Act of 1934:

                                      NONE

                Securities registered under Section 12(g) of the
                        Securities Exchange Act of 1934:

                     COMMON STOCK, PAR VALUE $.001 PER SHARE

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the 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.
Yes [x] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, 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. [ ]

Issuer's revenues for the fiscal year ended December 31, 2002:  $13,952,387.

As of December 31, 2002, the aggregate market value of the voting and non-voting
common equity held by non-affiliates, computed by reference to the closing price
of the registrant's common stock as reported on the OTC Bulletin Board, was
$966,679.

As of March 31, 2002, there were 14,586,689 shares of issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [x]

Documents incorporated by reference.

<PAGE>
                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS..............................................3
ITEM 2.  DESCRIPTION OF PROPERTY.............................................11
ITEM 3.  LEGAL PROCEEDINGS...................................................11
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................12

                            PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............13
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS...............................................15
ITEM 7.  FINANCIAL STATEMENTS................................................17
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.................................17

                           PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT...................18
ITEM 10. EXECUTIVE COMPENSATION..............................................19
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................20

                            PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................21

                                       i
<PAGE>

INTRODUCTORY COMMENT

         Throughout this annual report on Form 10-KSB, the terms "we," "us,"
"our," "Asconi" and "our Company" refer to Asconi Corporation, a Nevada
corporation, and, unless the context indicates otherwise, includes our
subsidiaries.

         On April 12, 2001, we acquired, through a wholly-owned subsidiary, all
of the outstanding securities of a Republic of Moldova entity in a
share-exchange transaction. The name of the Moldovan entity was Asconi S.R.L.
and it is a producer and distributor of wine (the "Moldovan Subsidiary"). In
connection with the share-exchange transaction, we changed our name from Grand
Slam Treasures, Inc. to Asconi Corporation, we reverse split our capital stock
100 to 1, and the two individuals who were serving as our only officers and
directors resigned on April 12, 2001. The two owners of the Moldovan Subsidiary
were elected as our only directors on and as of April 12, 2001, and were
subsequently appointed as our current officers. On June 29, 2001, our board of
directors decided to change our fiscal year-end from June 30th to December 31st.

         The company is presently known as Asconi as a result of a reverse
merger. One of the conditions of the reverse merger was the resignation of the
prior Officers and Directors. We have relied upon the filings made by the former
Officers and Directors with regard to the sales of unregistered securities.

         The compensation of Larry L. Eastland in Item 10 and transactions
between us and certain parties in Item 12 of this annual report for the period
prior to April 12, 2001 was obtained exclusively from our annual report for
fiscal year ended June 30, 1999, annual report for fiscal year ended June 30,
2000, quarterly report for the quarter ended September 30, 2000 and quarterly
report for the quarter ended December 31, 2000.

                                       1
<PAGE>

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This annual report contains both historical and forward-looking
statements. All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The forward-looking statements in this annual
report are not based on historical facts, but rather reflect the current
expectations of our management concerning future results and events.

         The forward-looking statements generally can be identified by the use
of terms such as "believe," "expect," "anticipate," "intend," " plan,"
"foresee," "likely," "will" or other similar words or phrases. Similarly,
statements that describe our objectives, plans or goals are or may be
forward-looking statements.

         Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be different from any future results, performance and
achievements expressed or implied by these statements. You should review
carefully all information, including the financial statements and the notes to
the financial statements included in this report. The following important
factors could affect future results, causing the results to differ materially
from those expressed in the forward-looking statements in this annual report.

         o the timing, impact and other uncertainties related to pending and
           future acquisitions by us;

         o the impact of new technologies;

         o changes in laws or rules or regulations of governmental agencies; and

         o currency exchange rate fluctuations.

         These factors are not necessarily all of the important factors that
could cause actual results to differ materially from those expressed in the
forward-looking statements in this annual report. Other unknown or unpredictable
factors also could have material adverse effects on our future results. The
forward-looking statements in this annual report are made only as of the date of
this annual report, and we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances. We
cannot assure you that projected results will be achieved.

                                       2
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW

         We were formerly known as Grand Slam Treasures, Inc. and were
incorporated under the laws of the State of Nevada in March 2000. Since that
time, we have engaged in various business ventures, including the purchase and
marketing of sports memorabilia and recovered sunken treasure. Our corporate
offices were located in Eagle, Idaho until April 12, 2001, when we acquired,
through a wholly-owned subsidiary, all of the outstanding securities of Asconi
S.R.L., a Republic of Moldova entity formed in October 1994, in a share exchange
transaction and moved our corporate offices to Heathrow, Florida. In connection
with the share exchange transaction, we sold all of our current assets and
liabilities to Hannibal Corporation, a wholly-owned company of our former
officers and directors prior to April 12, 2001.

         Since we no longer directly engage in any business operations, any
discussion of our business includes the business of Asconi S.R.L. and any other
Republic of Moldova entity in which Asconi S.R.L. has an interest. All of our
revenue for the fiscal year ended December 31, 2002 was generated from the
business operations of Asconi S.R.L. and the other entities in which Asconi
S.R.L. has an interest. All such operations are conducted in the Republic of
Moldova which is located between Romania and Ukraine in Eastern Europe. Asconi
S.R.L. has been producing and distributing wine throughout Eastern Europe since
1999.

         Effective with the year ending December 31, 2001, we changed our fiscal
year end from June 30th to December 31st. On October 12, 2001, we filed a
transition report on Form 10-KSB with the SEC reporting the six month period
ended December 31, 2000. On April 15, 2002 we filed a report on Form 10-KSB for
the fiscal year ended December 31, 2001, which was the first full twelve (12)
month period with a calendar year ending. This current filing on Form 10-KSB for
the fiscal year ended December 31, 2001 will be the second full twelve (12)
month period filed with a calendar year ending. Throughout this annual report
every effort has been made to clarify the accounting period referenced.

         All measurements referring to size or capacity are those used in the
United States (i.e., foot, acre, gallon) and any financial information is
reflected in United States dollars, unless otherwise noted.

INDUSTRY BACKGROUND

         Moldova's wine-making tradition is hundreds of years old. At one point
in the early 1980's, Moldova produced over 20% of the wine consumed in the
former Soviet Union. However, the Moldovan wine industry underwent a change
between 1985 and 1991 during the Soviet Union's anti-alcohol campaigns that
destroyed nearly 40% of Moldova's vineyards and curtailed foreign investments in
the wine industry.

         After 1991, the Moldovan wine industry began coordinating efforts to
attract foreign investments, boost exports, and modernize vinification
equipment. Additionally, in August 1999, in an attempt to stimulate growth in
the wine industry, the Moldovan government substantially reduced the excise
taxes on high-volume exporters of unbottled wine. Current production capacity of
the approximately 150 wineries in Moldova is 8-10 million gallons of wine a year
from approximately 425,000 acres of vineyards. For the year 2002, the total
exports were approximately $200 million with Russia taking approximately 80%
($160 million) of that amount. For the year 2001, the Moldovan wineries
collectively exported approximately $175 million worth of wine and brandies to
34 countries, with 77% of all wine exports going to Russia. Exchange rate
stability and improved market conditions in Russia should enable importers to
continue to increase demand in this vital market for Moldova.

         While approximately 90% of Moldovan wineries are private, some large
wineries remain state owned. The government intends to sell its controlling
interest in various wineries and brandy distillers to foreign investors as soon
as possible. Enterprises slated for privatization include those producing
well-known Moldovan brands such as Cricova, Aroma Chisinau and distillers in
Balti and Briceni.

                                       3
<PAGE>

PRODUCTS

         Our wines are categorized as either white or red/rose, and either
ordinary or aged, and are further categorized as either dry, semi-dry,
semi-sweet, sweet and dessert wines. Among our bottled wines, our sweet and
semi-sweet wines currently account for approximately 75% of our revenue, dessert
wines approximately 12%, dry and semi-dry wines approximately 8% and fortified
wines approximately 5%. We also sell wine in bulk to other wineries in Moldova
for bottling under their brand name, which accounts for less than 3% of our
total revenues.

         In total, we generate revenue from over 350 separate products derived
from the 32 varieties of grapes. Our products are combined into series such as:
"Souvenir", "Antique", "Gothic", "Vivat", "Grand Reserve", "Dekabrist", "Love
Story", "European Collection", "Classic", "French". Each series has particular
design and market. "Gothic" series includes "Muscat Rubiniu" and "Muscat Asconi"
firm-developed brands. We continually develop and introduce new products
initiated by both our viticulturists and distributors. Less than 10% of our
total revenue each year is generated from new products developed that year.

         We package our wine in a variety of bottle sizes including 0.7, 0.75
and 2 liters. All bottles are corked with genuine Portuguese cork and capped
with shrink capsules made of Italian materials supplied by Morgan Man and First
Line companies of Moldova. We purchase bottles from a few manufacturers,
including the Moldovan "Glass Container Company" and "Cristal Flor", which
provide us with approximately 90% of our glass bottles, as well as Vetropack, a
group of companies with offices in Italy, Germany, the Czech Republic and
Romania. Wine bottles are packed and shipped in carton containers or boxes,
supplied by Ilitax-pac of Moldova.

         Our products and packaging meet all appropriate national and
international standards. Each label contains the winery's brand name, alcohol
content, wine type and class designation, brief wine legend, a bar code (back
label), year of production of vintage wines, as well as other required notices
such as the government warning and the sulfite declaration. Labels are supplied
by Vox Design of Italy, New Wind Company of Poland and Estate Design Company of
Moldova.

         During 2002 we added a number of vodka and brandy products to our
product lines. The series comprise seven brandy names including Company's own
brand Asconi as well as six vodka varieties.

SALES AND MARKETING

         We derive 95% of our total revenue from sales of our products outside
Moldova, with over 85% of our total revenue coming from sales in Russia. Besides
Russia, we export products to the United States, Germany, Czech Republic, Slovak
Republic, Poland, Romania, Bulgaria, Belarus, Ukraine, China, Kazakhstan, and
Kirghyzstan. The domestic wine market in Moldova is not very profitable or a
high priority for us, however, we are considering plans to sell our wine here in
the future. Currently, wines produced by our Vitis Hincesti subsidiary as well
as vodka products are sold in Moldova.

         Our products are designed for broad markets, mainly focusing on
average and high-class consumers. Russian consumers traditionally give
preference to spirits, in particular vodka. Demand for our wine is characterized
by seasonal fluctuations: in winter consumers prefer red wines, and strong ones
such as desert and fortified wines. In summer and fall, consumers prefer light
dry and semi-sweet wines, mainly white. However, recently customers have
gradually shifted towards a preference for red wines.

         We price our products based on a variety of factors, including the
target market, shipment size, type of wine and type and volume of bottle. We
sell a 0.75 liter bottle to our distributors for anywhere from $.60 to $4.50.

         Within the next 5 years we plan to reduce our sales in Russia to about
50% of our total revenues, with the remaining sales spread among our other
current markets and new markets, including the United States, Western Europe,
China and Turkey.

COMPETITION

         Our competition in the lucrative Russian market is mostly from other
Moldovan wine producers, and not European or American wines. The European and
American wines target the upper class and represent approximately 7% of the
total wine consumed in Russia. In contrast, wines produced in Moldova represent
about


                                       4
<PAGE>

70% of all wine consumed in Russia, with approximately 26% of all consumption
occurring in Moscow and the other approximately 74% of all consumption occurring
in the other regions of the former Soviet Union.

         Our competitive advantage in the Russian market is our large product
line and strong brand image. According to an independent marketing study done in
2000, which was commissioned by Dionis Club, one of our competitors in the
Russian market, Asconi is the most familiar Moldovan brand of wine sold in
Russia. During the fiscal years ended December 31, 2001 and December 31, 2002,
we exported more bottled wine to Russia than any other Moldovan winery. Our
primary Moldovan competitors for the Russian market are Basvinex, Garling,
Dionis Club and Lion-Gri.

WINE-MAKING PRACTICES

         Our philosophy is that winemaking is a natural process best managed
with minimum intervention, but requiring the attention and dedication of a
seasoned winemaker and strict adherence to technological condition of
production. While we use a relatively high level of hand labor during the
wine-making processes, we also make extensive use of modern laboratory equipment
and techniques to monitor the progress of each wine through all stages of the
wine-making process. All of our wineries are operated under the overall
supervision of our Chief Executive Officer. However, each winery has its own
general manager who is always an experienced winemaker.

         The principal raw materials used by us are grapes, oak barrels, glass,
labels and cork. We manufacture our own oak barrels with wood imported from
Russia. The cork we use is produced and manufactured in Portugal, which is the
primary cork-producing country in the world. Glass is purchased from a variety
of different sources according to each winery's specific needs. We purchase all
of our grape requirements from independent growers in Moldova. During the
harvest of 2002 we collected and processed approximately 27 thousand tons of
grapes.

                                       5
<PAGE>

WINE PRODUCTION

         The following table sets forth our wine production for the 2002, 2001,
2000 and 1999 vintages. The wine's vintage is the year during which the grapes
are harvested. The following information is presented in terms of "equivalent"
number of cases. The precise number of cases is not known at this time because
many of these vintages are still being aged in barrels and tanks.
<TABLE>
<CAPTION>
                                   2002                       2001                        2000                        1999
                         --------------------       ---------------------         -------------------          -----------------
                        Equivalent                 Equivalent                  Equivalent                  Equivalent
                        Number of                  Number of                   Number of                   Number of
                        Cases       % of Total     Cases        % of Total     Cases        % of Total     Cases       % of Total
                        ----------  ----------     ----------   ----------     ----------   ----------     ----------  ----------
<S>                      <C>              <C>       <C>               <C>         <C>             <C>          <C>           <C>
Aligote                     51,500          3%         43,000           3%         25,000           4%          2,500          3%
Traminer                     2,300          0%         20,000           2%         15,000           2%          1,000          1%
Reisling                    40,200          3%         45,000           4%         23,000           3%          3,500          5%
Sauvignon Blanc             64,300          4%         39,000           3%         19,000           3%          2,000          3%
Chardonnay                  88,300          6%         38,000           3%         22,000           3%          3,000          4%
Feteasca                    40,100          3%         45,000           4%         25,000           4%          3,500          5%
Rcatiteli                   35,400          2%         40,000           3%         20,000           3%          1,500          2%
Pinot Blanc                 22,000          1%         45,000           4%         15,000           2%          2,000          3%
Muscat Blanc                91,400          6%         50,000           4%         28,000           4%          2,500          3%
Other white wines          135,000          9%        200,000          16%        106,000          16%         10,000         13%
                         ---------        ---       ---------         ---         -------         ---          ------        ---
    TOTAL WHITE WINES      570,500         37%        565,000          45%        298,000          44%         31,500         42%
                         ---------        ---       ---------         ---         -------         ---          ------        ---
Pinot Noir                  96,200          6%         45,000           4%         24,000           3%          3,000          4%
Cabernet                   163,700         11%         40,000           3%         22,000           3%          3,000          4%
Cagor                       39,500          3%              -            -              -            -              -           -
Merlot                     147,700         10%         38,000           3%         21,000           3%          3,000          4%
Mugurel                      7,000          0%         30,000           2%         22,000           3%          1,500          2%
Joc                          1,400          0%         15,000           1%         10,000           1%          1,500          2%
Codreanca                   22,600          1%         50,000           4%         30,000           4%          3,000          4%
Izobella                    78,700          5%         50,000           4%         31,000           5%          3,500          5%
Zemfira                     52,100          3%         50,000           4%         23,000           3%          4,000          5%
Lidia                       61,100          4%         50,000           4%         32,000           5%          4,000          5%
Muscat Asconi               26,000          2%         50,000           4%         31,000           5%          5,000          7%
Muscat Rubiniu              29,200          2%         50,000           4%         31,000           5%          5,000          7%
Other red wines            241,200         16%        217,000          17%        106,000          16%          7,000          9%
                         ---------        ---       ---------         ---         -------         ---          ------        ---
    TOTAL RED WINES        966,400         63%        685,000          55%        383,000          56%         43,500         58%
                         ---------        ---       ---------         ---         -------         ---          ------        ---
    TOTAL PRODUCTION     1,536,900        100%      1,250,000         100%        681,000         100%         75,000        100%
                         ---------        ---       ---------         ---         -------         ---          ------        ---
</TABLE>

         Our wines are stored in stainless and enameled steel containers for up
to a year, or until it is bottled and sold. Our higher quality wines, about 3-4%
of our total wine sales, are aged primarily in new and used oak barrels before
they are bottled. Generally, white wines are aged for between six and nine
months, and red wines for between nine and eighteen months, after harvest. The
wine is then bottled and stored for further aging.

                                       6
<PAGE>

WINE-MAKING FACILITIES

         As of December 31, 2002, we had 10 wine-making, distilling, processing
and storage plants located within approximately 40 miles of Chisinau. The
following table sets forth the approximate amount of grapes processed at each
plant for the fiscal years ended December 31, 2002 and 2001 and the approximate
maximum production capacity of each of these facilities.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                             Grapes (Tons)                                   Bottling
            --------------------------------------------   Wine Storage      Capacity

Facility    Crushed in 2002   Crushed in 2001   Capacity   Capacity (Gal.)   (per hour)
---------------------------------------------------------------------------------------
<S>                   <C>               <C>       <C>            <C>             <C>
Puhoi                 6,021             8,000     10,000         2,576,000       11,000
---------------------------------------------------------------------------------------
Orhei                 4,000               700     10,000         4,876,600       13,000
---------------------------------------------------------------------------------------
Susleni                   -                 -      7,000         3,801,850            -
---------------------------------------------------------------------------------------
Soldanesti                -                 -          -                 -            -
---------------------------------------------------------------------------------------
Hincesti              7,043             1,200      7,000         2,230,000       12,000
---------------------------------------------------------------------------------------
Bozieni               1,300                86     13,000         1,400,000            -
---------------------------------------------------------------------------------------
Mereseni              1,400               217     14,000         1,321,000            -
---------------------------------------------------------------------------------------
Stolniceni            2,400                 -     10,000         2,013,600            -
---------------------------------------------------------------------------------------
Caracui               1,837                87     14,000         1,215,300            -
---------------------------------------------------------------------------------------
Codru                     -                 -      4,000           660,500            -
---------------------------------------------------------------------------------------
</TABLE>

         PUHOI. This plant is located about 15 miles east of Chisinau on
approximately 14 acres. It has one 6,000 bottle per hour line and one 5,000
bottle per hour line. It also has a separate vintage and collection wine storage
facility featuring oak barrels.

         ORHEI. This plant is located about 30 miles north of Chisinau on
approximately 17 acres of land. It has two 4,000 bottle per hour lines and one
5,000 bottle per hour, line which is used to bottle vodka, brandy other liquors.
The facility also features an approximately 793,000 gallon Madeira accretion
facility, which is the largest in the former Soviet Union, and an approximately
2,100 gallon per hour alcohol production facility, including grain storage, mill
fermentation equipment and distillery.

         SUSLENI. This plant is located about 40 miles northeast of Chisinau on
approximately 9 acres and features grape processing and wine storage and aging
facilities.

         SOLDANESTI. This facility is located about 40 miles north of Chisinau
on approximately a 1/4 acre. The facility includes a warehouse with a railroad
storage and uploading capabilities.

         HINCESTI. This plant is located about 28 miles south of Chisinau on
approximately 12 acres. It has one 6,000 bottle per hour line, which can be used
to bottle still wines as well as sparkling wines such as champagne, one 3,000
bottle per hour line used for standard bottles and one 3,000 bottle per hour
line used for smaller (187ml) bottles, which can be distributed to hotels,
airlines and cruise lines, and can also be used as complimentary additions with
a purchase of a regular wine bottle.

         BOZIENI. This plant is located about 32 miles south of Chisinau on
approximately 7 acres and features grape processing and wine storage and aging
facilities.

         MERESENI. This plant is located about 38 miles south of Chisinau on
approximately 21 acres and features grape processing and wine storage and aging
facilities.

                                       7
<PAGE>

         STOLNICENI. This plant is located about 30 miles south of Chisinau on
approximately 13 acres and features grape processing and wine storage and aging
facilities.

         CARACUI. This plant is located about 43 miles south of Chisinau on
approximately twelve 12 acres and features grape processing and wine storage and
aging facilities.

         CODRU. This plant is located about 30 miles south of Chisinau on
approximately 4 acres and features grape processing and wine storage and aging
facilities.

         In addition to owned facilities, we used a third party grape processing
facility during the 2002 harvest to process 263 tons of grapes.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF OUR STOCK

         OUR PROFITS DEPEND LARGELY ON THIRD PARTIES WHO DISTRIBUTE OUR WINE IN
         RUSSIA

         We sell our products to distributors for resale to retail outlets
including grocery stores, package liquor stores, club and discount stores and
restaurants. Sales to our largest distributor in Russia represented
approximately 24% of our revenues for the fiscal year ended December 31, 2002.
Sales to our 3 largest distributors combined, all of whom are in Russia,
represented approximately 62% of our revenues for the fiscal year ended December
31, 2002 and are expected to continue to represent a substantial amount of our
net revenues in the near future. The replacement or poor performance of our
major distributors or our inability to collect accounts receivable from our
major distributors could materially and adversely affect our results of
operations and financial condition. Distribution channels for beverage alcohol
products have been characterized in recent years by rapid change, including
consolidations of certain distributors. In addition, distributors and retailers
of our products offer products which compete directly with our products for
retail shelf space and consumer purchases. Accordingly, there is a risk that
these distributors or retailers may give higher priority to products of our
competitors. In the future, our distributors and retailers may not continue to
purchase our products or provide our products with adequate levels of
promotional support. Changes in the financial condition of this distributor or
consumer spending in Russia could affect both the quantity and price level of
wines that customers are willing to purchase.

         CURRENCY RATE FLUCTUATIONS/FOREIGN OPERATIONS

         Almost all of our sales are in foreign countries and, therefore, we are
subject to the risks associated with currency fluctuations. Any payment
provisions involving foreign currencies may result in less revenue than expected
due to foreign currency rate fluctuations.

         We could also be affected by nationalizations or unstable governments
or legal systems or intergovernmental disputes, as well as the imposition of
unforeseen and adverse trade regulations. These currency, economic and political
uncertainties may affect our results, especially to the extent these matters, or
the decisions, policies or economic strength of our suppliers, affect our
foreign operations.

         THE LOSS OF KEY EMPLOYEES WOULD DAMAGE OUR REPUTATION AND BUSINESS

         We believe our continued success depends on the active involvement of
Mr. Jitaru, one of our two directors and our chief executive officer and
president, and Mr. Sirbu, our other director and chief financial officer. There
can be no assurance that these persons will remain in their management positions
with us, and the loss of the services of anyone of these two people could have
an adverse affect on our business, financial condition and results of
operations.

         WE MAY NOT BE ABLE TO ACQUIRE ENOUGH QUALITY GRAPES FOR OUR WINES

         The adequacy of our grape supply is influenced by consumer demand for
wine in relation to industry-wide production levels. While we believe that we
can secure sufficient supplies of grapes from grape supply contracts with
independent growers, we cannot be certain that grape supply shortages will not
occur. A shortage in the supply of wine grapes could result in an increase in
the price of some or all grape varieties and a corresponding increase in our
wine production costs. If we cannot increase prices because of competitive
pressure, increased grape supply costs could have a negative impact on our
operating results.

                                       8
<PAGE>

         OUR QUARTERLY RESULTS FLUCTUATE BECAUSE OF THE SEASONALITY OF THE WINE
         BUSINESS

         Our business is subject to seasonal as well as quarterly fluctuations
in revenues and operating results. Sales volume tends to increase during summer
months and the holiday season and decrease after the holiday season. As a
result, our sales and earnings are typically highest during the fourth calendar
quarter and lowest in the first calendar quarter. Seasonal factors also affect
our level of borrowing. For example, our borrowing levels typically are highest
during winter when we have to pay growers for grapes harvested and make payments
related to the harvest. These and other factors may cause fluctuations in the
market price of our common stock.

         COMPETITION MAY HARM OUR BUSINESS

         The table wine industry is intensely competitive and highly fragmented.
Our wines compete in all of the wine market segments with many other Moldovan
and foreign wines. Our wines also compete with popular-priced generic wines and
with other alcoholic and, to a lesser degree, non-alcoholic beverages, for shelf
space in retail stores and for marketing focus by our independent distributors,
many of which carry extensive brand portfolios.

         Our sales could be negatively affected by our inability to maintain or
increase prices, changes in geographic or product mix, a general decline in wine
consumption or the decision of our wholesale customers, retailers or consumers
to purchase competitive products instead of our products. Wholesaler, retailer
and consumer purchasing decisions are influenced by, among other things, the
perceived absolute or relative overall value of our products, including their
quality or pricing, compared to competitive products. Unit volume and dollar
sales could also be affected by pricing, purchasing, financing, operational,
advertising or promotional decisions made by wholesalers and retailers which
could affect their supply of, or consumer demand for, our products. We could
also experience higher than expected selling, general and administrative
expenses if we find it necessary to increase advertising or promotional
expenditures, or the number of our personnel to maintain our competitive
position, or for other reasons.

         The wine industry has experienced significant consolidation. Many of
our competitors have greater financial, technical, marketing and public
relations resources than we do. Our sales may be harmed to the extent we are not
able to compete successfully against such wine or alternative beverage
producers.

         OUR BOARD OF DIRECTORS EXERCISES SIGNIFICANT CONTROL.

         Constantin Jitaru and Anatolie Sirbu beneficially own, collectively,
over 63% of all outstanding shares of our common stock. Consequently, they are
able, collectively, to elect all the members of our board of directors and
control us. They currently are the only 2 members of our board of directors and
our only officers. This concentration of ownership may have the affect of
delaying or preventing someone else from acquiring control of us, which could
affect our market price. Furthermore, with only 37% of our outstanding shares of
common stock held by other parties, the market price of our common stock is
volatile.

         WE GENERALLY DO NOT HAVE LONG-TERM SUPPLY CONTRACTS AND WE ARE SUBJECT
         TO SUBSTANTIAL PRICE FLUCTUATIONS FOR GRAPES AND GRAPE-RELATED
         MATERIALS; WE HAVE A LIMITED GROUP OF SUPPLIERS OF GLASS BOTTLES

         Our business is heavily dependent upon raw materials, such as grapes,
grape juice in bulk, grains and packaging materials from third-party suppliers.
We could experience raw material supply, production or shipment difficulties
which could adversely affect our ability to supply goods to our customers. We
are also directly affected by increases in the costs of such raw materials. In
the past, we have experienced dramatic increases in the cost of grapes. Although
we believe we have adequate sources of grape supplies, in the event demand for
certain wine products exceeds expectations, we could experience shortages.

                                       9
<PAGE>

         OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL

         We have recently made a number of acquisitions and anticipate that we
may, from time to time, acquire additional businesses, assets or securities of
companies that we believe would provide a strategic fit with our business. Any
other acquired business will need to be integrated with our existing operations.
There can be no assurance that we will effectively assimilate the business or
product offerings of acquired companies into our business or product offerings.
Any acquisitions also will be accompanied by risks such as potential exposure to
unknown liabilities of acquired companies, the difficulty and expense of
integrating the operations and personnel of the acquired companies, the
potential disruption to our business, the diversion of management time and
attention, the impairment of relationships with and the possible loss of key
employees and customers of the acquired business, and the incurrence of
amortization expenses if any acquisition is accounted for as a purchase. Our
failure to adequately manage the risks associated with any acquisition could
have a material adverse effect on our financial condition or results of
operations.

         AGRICULTURAL RISKS

         Wine-making and grape growing are subject to a variety of agricultural
risks. Various diseases, pests, fungi, viruses, drought, frost and certain other
weather conditions can affect the quality and quantity of grapes available to
us, decreasing our supply of grapes and having a negative impact on our
operating results.

         NEW REGULATIONS OR INCREASED REGULATORY COSTS COULD HARM OUR BUSINESS

         The wine industry is subject to extensive regulation by the Moldovan
Ministry of Agriculture and various foreign agencies, and local authorities.
These regulations and laws dictate such matters as licensing requirements, trade
and pricing practices, permitted distribution channels, permitted and required
labeling, advertising and relations with wholesalers and retailers. Any
expansion of our existing facilities or development of new vineyards or wineries
may be limited by present and future zoning ordinances, environmental
restrictions and other legal requirements. In addition, new regulations,
requirements and/or increases in excise taxes, income taxes, property and sales
taxes or international tariffs, could reduce our profits. Future legal or
regulatory challenges to the industry, either individually or in the aggregate,
could harm our business.

         WE WILL NEED MORE WORKING CAPITAL TO GROW

         The wine industry is a capital-intensive business, which requires
substantial capital expenditures to improve or expand wine production and to
develop or acquire vineyards. Further, the acquisition of grapes and bulk wine
require substantial amounts of working capital. We project the need for
significant capital spending and increased working capital requirements over the
next several years, which must be financed by cash from operations, additional
borrowings or additional equity.

         INFRINGEMENT OF OUR TRADEMARKS MAY DAMAGE OUR BRAND NAMES OR
         OUR BUSINESS

         Our wines are branded consumer products, and we distinguish our wines
from our competitors by enforcement of our trademarks. There can be no assurance
that competitors will refrain from infringing our marks or using trademarks,
tradenames or tradedress which dilute our intellectual property rights, and any
such action may require us to become involved in litigation to protect these
rights. Litigation of this nature can be very expensive and tends to divert
management's time and attention.

         ADVERSE PUBLIC OPINION ABOUT ALCOHOL MAY HARM OUR BUSINESS

         A number of research studies suggest that various health benefits may
result from the moderate consumption of alcohol, but other studies suggest that
alcohol consumption does not have any health benefits and may in fact increase
the risk of stroke, cancer and other illnesses. If an unfavorable report on
alcohol consumption gains general support, it could harm the wine industry and
our business. Alternatively, anti-alcohol groups have, in the past, successfully
advocated more stringent labeling requirements and other regulations designed to
discourage consumption of alcoholic beverages, including wine. More restrictive
regulations, negative publicity regarding alcohol consumption, publication of
studies that indicate a significant health risk from moderate consumption of
alcohol or changes in consumer perceptions of the relative healthfulness or
safety of wine generally could adversely


                                       10
<PAGE>

affect the sale and consumption of wine and the demand for wine and wine grapes
and could have a material adverse effect on our business, financial condition
and results of operations.

ITEM 2.  DESCRIPTION OF PROPERTY

         Our corporate offices in the United States are located at 1211 Semoran
Blvd., Suite 141, in an office facility in Casselberry, Florida, where we lease
approximately 1,500 square feet under the terms of a lease which expires on
February 29, 2003 for a monthly fee of $1,969. Our corporate offices for our
wine production operations in the Republic of Moldova are located in Chisinau
City at 6 Zamfir Arbore Street, where we own approximately 6,500 square feet of
office space. We believe that our existing facilities are adequate to support
our existing operations and that, if needed, we will be able to obtain suitable
additional facilities on commercially reasonable terms.

         Through our various subsidiaries, we operate 9 wineries in the Republic
of Moldova near Chisinau City. Please see the discussion above under "Business -
Wine-Making Facilities" regarding our winery properties.

         We do not currently have any investments listed in item 102(b) of
Regulation S-B

ITEM 3.  LEGAL PROCEEDINGS

         Other than as set forth below, we are not a party to any pending legal
proceedings or are aware of any pending legal proceedings against us that,
individually or in the aggregate, would have a material adverse affect on our
business, results of operations or financial condition.

         We filed a complaint on July 17, 2001, in the Circuit Court of the
Ninth Judicial circuit in and for Orange County, Florida, against Vadim Enikeev,
an individual; Serguei Melnick, an individual; La-Sal Capital, Inc., a Florida
corporation; Icara, Inc. a Florida corporation, Stoneside Development Limited, a
personal services corporation, Goldberg Law Group, PA., a Florida corporation;
Glenn E. Goldberg, an individual; Alan S. Lipstein, an individual; George
Carapella, an individual; Thomas L. Tedrow, an individual; Larry Eastland, an
individual; Robert Klosterman, an individual; and John Does and Jane Does,
fictitious parties, the true parties intended to be those individuals or
entities liable to plaintiff.

         The amended complaint seeks damages for breach of contract (defendants
Enikeev, La-Sal, Icara, Goldberg Law Group, Stoneside); rescission (defendants
La-Sal, Icara, Goldberg Law Group, Stoneside); breach of fiduciary duty
(defendants Enikeev, Melnick, Goldberg Law Group, Goldberg, Eastland and
Klosterman); aiding and abetting breach of fiduciary duty (defendants Stoneside,
La-Sal, Icara, Goldberg Law Group, Goldberg, Carapella, Lipstein and Tedrow);
declaratory relief (defendants Klosterman and Eastland); civil conspiracy
(defendants Enikeev, Melnick, Goldberg, Goldberg Law Group, La-Sal, Icara,
Stoneside, Lipstein, Carapella, Tedrow, Eastland and Klosterman); violation of
Florida Securities Investors Protection Act (defendants La-Sal, Goldberg Law
Group, Stoneside and Icara); fraudulent inducement (defendants Stoneside,
La-Sal, Icara, Goldberg Law Group, Goldberg, Carapella, Lipstein and Tedrow).

         We allege that defendants Melnick and Enikeev abused limited authority
given to them to act as corporate promoters and entered into a civil conspiracy
with the remaining defendants to issue corporate stock without our approval for
their individual and collective profit. We further allege that many of the
defendants entered into, or facilitated entry into, unapproved "consulting
agreements" as a vehicle to justify issuance of the stock, and that the
"consultants" provided little or no services to Asconi but received stock valued
at as much as $11,200,000. The complaint seeks monetary damages, rescission and
return of the stock still possessed by any of the defendants, and other relief.

         We are presently in the process of resolving our claims against a
number of defendants and anticipate the filing of appropriate release documents
and/or documents referencing the satisfaction of any judgment, which has already
been obtained regarding any of the above referenced proceedings. At present
time, we anticipate the resolution of a majority of the above referenced
litigation during the fiscal year of 2003. However, we may elect against
resolving with certain defendants and continue to aggressively pursue recovery
against certain parties who we believe have not made a reasonable effort at
resolving their liability.

                                       11
<PAGE>

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

         None.

                                       12
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         Our shares of common stock are traded over-the-counter on the OTC
Bulletin Board under the symbol "ASCS." Prior to April 2001, they were traded
under the symbol "GRST." The following table sets forth, for the periods
indicated, the high and low bid prices of our common stock, as reported in
published financial sources. Quotations reflect inter-dealer prices, without
retail mark-up, mark-down, commission, and may not represent actual
transactions.

                                                -----------------------
                                                    HIGH        LOW
                                                -----------------------
FISCAL YEAR ENDED DECEMBER 31, 2002
Quarter Ended December 31, 2002                       .42          .18
     Quarter Ended September 30, 2002.........        .42          .20
     Quarter Ended June 30, 2002..............        .50          .20
     Quarter Ended March 31, 2002.............        .75          .32

FISCAL YEAR ENDED DECEMBER 31, 2001
Quarter Ended December 31, 2001(2)                   2.10         1.45
     Quarter Ended September 30, 2001(2)......       3.80         1.02
     Quarter Ended June 30, 2001(2)...........      17.19         2.50
     Quarter Ended March 31, 2001.............       .875         .109

TRANSITION PERIOD ENDED DECEMBER 31, 2000
     Quarter Ended December 31, 2000..........      2.625         .562
     Quarter Ended September 30, 2000.........      2.750        1.000

FISCAL YEAR ENDED JUNE 30, 2000
     Fourth Quarter...........................     13.250        1.750
     Third Quarter............................     15.000       12.000
     Second Quarter(1)........................        N/A          N/A
     First Quarter(1).........................        N/A          N/A
__________
(1)   Prior to January 1, 2000, Trading in our common stock was limited and
      sporadic, and we were unable to obtain reliable quotation.

(2)   Share prices reflect reverse split of 100 to 1 on April 5, 2001.

HOLDERS

         As of December 31, 2002, there were 918 holders of record of our common
stock.

DIVIDENDS

         We have never declared or paid any cash dividends on our common stock,
and we do not anticipate paying cash dividends in the foreseeable future. Our
current policy is to retain any earnings to finance our future development and
growth. We may reconsider this policy from time to time in light of conditions
then existing, including our earnings performance, financial condition and
capital requirements. Any future determination to pay cash dividends will be at
the discretion of our board of directors and will depend upon our financial
condition, operating results, capital requirements, general business conditions
and other factors that our board of directors deems relevant.

                                       13
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

         This section of Item 5 on Recent Sales of Unregistered Securities
requests information on all securities that we have issued within the last 3
years that were not registered under the Securities Act. We have not issued any
shares of our common stock since April 12, 2001, when we acquired the Moldovan
Subsidiary. Our current officers and directors have no knowledge of any issuance
of any securities by us prior to April 12, 2001. The individuals who were our
officers and directors prior to April 12, 2001, and who have personal knowledge
and who authorized the issuance of our common stock, are unable to provide
material information for this section. The information contained in this section
was obtained exclusively from our previously filed annual and quarterly reports.
See the Introductory Comment on page 1 of this annual report.

         Based upon the above, and subject thereto, set forth below in
chronological order is information regarding the numbers of shares of common
stock sold, the number of options and warrants granted and the principal amount
of debt instruments issued by us within the past 3 years, and the consideration
received by us for such shares, options, warrants and debt instruments. None of
these securities was registered under the Securities Act. All offers and sales
of our securities were exempt from registration by virtue of Section 4(2) of the
Securities Act and the rules promulgated therewith. All purchasers of our
securities represented their intention to acquire our securities for investment
purposes only and not with a view to or for sale in connection with any
distribution thereof. Appropriate legends were affixed to the certificates
representing the securities issued in such transactions. All purchasers of our
securities had adequate access to information about us and were "accredited
investors," as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. Except as otherwise indicated, no sales of securities involved
the use of an underwriter and no commissions were paid in connection with the
sale of any securities.

         On August 25, 2000, we issued 52,500 shares of our common stock, at a
market value of $68,906 based on the quoted market price, discounted for
restriction, of our common stock on that date, as consideration for services
rendered.

         In November 2000, we issued 492,500 shares of our common stock, at a
market value of $373,750 based on the quoted market price, discounted for
restriction, of our common stock on the dates issued, as consideration for
services rendered.

         On November 17, 2000, we issued 188,000 shares of our common stock, at
a market value of $94,000 based on the quoted market price, discounted for
restriction, of our common stock on that date, as consideration for services
rendered.

         On November 20, 2000, we issued 125,000 shares to correct initial
calculations of issued shares at December 17, 1999. No monetary value is
attached.

         On December 30, 2000, we rescinded 1 million shares of our common stock
to correct the issuance of excess shares that we issued on December 17, 1999. No
monetary value was attached.

         On January 10, 2001, we issued 3,750 shares of our common stock, at a
market value of $18,750 based on the quoted market price, discounted for
restriction, of our common stock on that date, and as consideration for services
rendered.

         On January 10, 2001, we issued 3,000 shares of our common stock, at a
market value of $15,000 based on the quoted market price, discounted for
restriction, of our common stock on that date, as consideration for services
rendered by Larry Eastland and Robert Klosterman.

         On January 26, 2001, we issued 43,308 shares of our common stock, at a
market value of $216,542 based on the quoted market price, discounted for
restriction, of our common stock on that date, as consideration for services
rendered by Hannibal Corporation, a wholly-owned company of our only two
directors at that time, Larry Eastland and Robert Klosterman.

         On January 26, 2001, we issued 60,350 shares of our common stock, at a
market value of $301,750 based on the quoted market price, discounted from
restriction, as consideration for services rendered.



                                       14
<PAGE>

         On January 26, 2001, we issued 3,000 shares of our common stock to
First Capital Corporation as an additional payment for treasure we purchased in
May 2000.

         On March 15, 2001, we issued 15,600 shares of our common stock, at a
market value of $94,000 based on the quoted market price, discounted for
restriction, of our common stock on that date, as consideration for services
rendered in connection with our acquisition of the Moldovan Subsidiary.

         On March 15, 2001, we reinstated 5,979 shares of our common stock that
were earlier rescinded for non-performance of services.

         On April 12, 2001, we issued 12,600,000 shares of our common stock to
the shareholders of Asconi Ltd., a Republic of Moldova corporation, in exchange
for all of its issued and outstanding securities.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

         The following is derived from our audited consolidated financial
statements as of and for the fiscal years ended December 31, 2002 and 2001.

FISCAL YEAR ENDED DECEMBER 31, 2002 COMPARED TO
FISCAL YEAR ENDED DECEMBER 31, 2001.

         REVENUES. Revenues increased $2,957,743 or 26.90% to $13,952,387 for
the fiscal year ended December 31, 2002 from $10,994,644 for the fiscal year
ended December 31, 2000. This increase was primarily due to increased production
and sales resulting from our acquisition of additional wine-making facilities in
2000 through 2002.

         COST OF SALES. Cost of Sales increased by $2,572,731 or 39.24% to
$9,128,570 for the fiscal year ended December 31, 2002, from $6,555,830 for the
fiscal year ended December 31, 2001. This increase was primarily due to
increased production and sales resulting from our acquisition of additional
wine-making facilities in 2000 through 2002 as well as the increased production
costs as a result of the Company turning over to production of higher quality
and premium wines.

         SELLING AND ADMINISTRATIVE. Selling and administrative expenses
increased by $353,530 or 16.38% to $2,511,326 for the fiscal year ended December
31, 2002 from $2,157,795 for the fiscal year ended December 31, 2001. This
increase was primarily due to increased overhead resulting from our acquisition
of additional wine-making facilities in 2000 through 2002 as well as increased
legal fees.

         INCOME FROM OPERATIONS. As a result of the foregoing, our income after
certain expenses and before other items, interest expense and income taxes
decreased by $245,187 or 12.12% to $1,777,914 for the fiscal year ended December
31, 2002 from $2,023,101 for the fiscal year ended December 31, 2001.

         OTHER ITEMS. Expenses of non-recurring nature relating to our merger
with Asconi S.R.L. and consulting services were $0 for the fiscal year ended
December 31, 2002 as compared to expenses for these items for the fiscal year
ended December 31, 2001 of $4,547,208. Minority interest expense increased by
$60,934 or 141.60% to $103,965 for the fiscal year ended December 31, 2002 from
$43,031 for the fiscal year ended December 31, 2001 due to acquisition of
additional wine-making facilities during 2002.

         INTEREST EXPENSE. Interest expenses increased by $301,745 or 118.02% to
$557,423 for the fiscal year ended December 31, 2002 from $255,678 for the
fiscal year ended December 31, 2001. This increase was primarily due to
additional debt we incurred for operations, specifically in connection with the
increased scale of 2002 grape harvest, and debt we assumed in connection with
our acquisition of additional wine-making facilities during fiscal year 2002.

         INCOME TAXES. Income taxes decreased by $205,102 or 54.85% to $168,805
for the fiscal year ended December 31, 2002 from $373,907 for the fiscal year
ended December 31, 2001.

                                       15
<PAGE>

         NET INCOME. Net income increased by $4,058,014 to $957,040 for the
fiscal year ended December 31, 2002 from a net loss of $3,100,974 for the fiscal
year ended December 31, 2001. This increase was due to the non-recurring nature
of $4,504,177 in expenses we incurred in connection with the Asconi S.R.L.
merger and consulting services during 2001.

FISCAL YEAR ENDED DECEMBER 31, 2001 COMPARED TO
FISCAL YEAR ENDED DECEMBER 31, 2000.

         REVENUES. Revenues increased $6,060,221 or 122.82% to $10,994,644 for
the fiscal year ended December 31, 2001 from $4,934,423 for the fiscal year
ended December 31, 2000. This increase was primarily due to increased production
and sales resulting from our acquisition of additional wine-making facilities
near the end of fiscal year 2000.

         COST OF SALES. Cost of Sales increased by $3,431,513 or 109.83% to
$6,555,839 for the fiscal year ended December 31, 2001, from $3,124,326 for the
fiscal year ended December 31, 2000. This increase was primarily due to
increased production and sales resulting from our acquisition of additional
wine-making facilities near the end of fiscal year 2000.

         SELLING AND ADMINISTRATIVE. Selling and administrative expenses
increased by $1,825,169 or 548.72% to $2,157,795 for the fiscal year ended
December 31, 2001 from $332,626 for the fiscal year ended December 31, 2000.
This increase was primarily due to increased overhead resulting from our
acquisition of additional wine-making facilities near the end of fiscal year
2000.

         INCOME FROM OPERATIONS. As a result of the foregoing, our income after
certain expenses and before other items, interest expense and income taxes
increased by $871,466 or 75.67% to $2,023,101 for the fiscal year ended December
31, 2001 from $1,151,635 for the fiscal year ended December 31, 2000.

         OTHER ITEMS. Expenses relating to our merger with Asconi S.R.L.,
consulting services and minority interest expense amounted to $4,547,208 for the
fiscal year ended December 31, 2001 compared to expenses for these items for the
fiscal year ended December 31, 2000 estimated at $0.

         INTEREST EXPENSE. Interest expenses increased by $157,427 or 160.23% to
$255,678 for the fiscal year ended December 31, 2001 from $98,251 for the fiscal
year ended December 31, 2000. This increase was primarily due to additional debt
we incurred for operations and debt we assumed in connection with our
acquisition of additional wine-making facilities near the end of fiscal year
2000.

         INCOME TAXES. Income taxes increased by $42,137 or 12.70% to $373,907
for the fiscal year ended December 31, 2001 from $331,770 for the fiscal year
ended December 31, 2000.

         NET LOSS. We incurred a net loss of $3,100,974 for the fiscal year
ended December 31, 2001 as compared to a net profit of $848,019 for the fiscal
year ended December 31, 2000. This was due to the $4,504,177 in expenses we
incurred in connection with the Asconi S.R.L. merger and consulting services.

                                       16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         During 2002, we have funded capital requirements through operations as
well as through bank loan financing As of December 31, 2002 we had a cash
balance of $47,362 and a working capital surplus of $1,904,325. This compares
with a cash balance of $15,244 and a working capital surplus of $1,980,269 at
December 31, 2001

         Net cash used by operating activities increased by $290,782 to $299,924
during the fiscal year ended December 31, 2002 from net cash used by operating
activities of $9,142 during the fiscal year ended December 31, 2001. This
increase in cash used by operations resulted primarily from an increase in
inventories of $1,592,510, a decrease in accounts payable of $488,832 and
increase in accrued liabilitied of $540,642.

         Cash flows used in investing activities during the fiscal year ended
December 31, 2002 decreased by $124,143 to $1,144,738 from $1,268,881 during the
fiscal year ended December 31, 2001. This decrease in cash flows used in
investing activities was primarily due to the smaller investment in the
acquisition of fixed assets of $441,031 during the fiscal year ended December
31, 2002 as compared to $577,349 during the fiscal year ended December 31, 2001.

         Cash flows provided by financing activities during the fiscal year
ended December 31, 2002 increased by $387,959 to $1,638,084 from $1,250,125
during the fiscal year ended December 31, 2001. We borrowed approximately
$3,000,000 to fund our short-term cash requirements, the acquisition of shares
of Vitis-Hincesti, further expansion of our wine-making facilities and increased
scale of 2002 grape harvest.

OFF BALANCE SHEET ARRANGEMENTS

         We do not currently have any off balance sheet arrangements as per item
303(C) of Regulation S-B.

ITEM 7.  FINANCIAL STATEMENTS

         Our financial statements are set forth on pages F-1 through F-15 of
this annual report.

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

         None.


                                       17
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following table sets forth the names, positions and ages of our
executive officers and directors as of December 31, 2002.

NAME                 AGE      TITLE
-----------------    ---      --------------------------------------------------
Constantin Jitaru    44       Chairman of the Board, Chief Executive Officer and
                              President
Anatolie Sirbu       40       Director, Chief Financial Officer, Secretary and
                              Treasurer

         Set forth below is a brief description of the background of each of our
executive officers and directors, based on the information provided to us by
them.

         CONSTANTIN JITARU has served as our Chairman since April 2001, our
Chief Executive Officer since June 2001 and our President since July 2001. From
1996 to April 2001, Mr. Jitaru was a Director, the Director General and one of
two shareholders of the Moldovan Subsidiary. From 1993 to 1996, Mr. Jitaru was
the General Director of VinInvest, a wine investment project in the Republic of
Moldova initiated by the European Bank of Reconstruction and Development. Mr.
Jitaru was responsible for managing VinInvest's investments, sales and marketing
and wine production process. From 1989 to 1993, Mr. Jitaru worked in the
viticultury and wine making department of the Ministry of Agriculture in the
Republic of Moldova, ascending to the head of the department in late 1993. Mr.
Jitaru earned a bachelor degree, with honors, from the National College of
Viticulture and Wine Making and a masters degree, with honors, from the
Technical University of Moldova, majoring in Wine Making Technology.

         ANATOLIE SIRBU has served as a Director since April 2001 and our Chief
Financial Officer, Secretary and Treasurer since June 2001. From 1994 to April
2001, Mr. Sirbu was the Finance Director of the Moldovan Subsidiary. From 1993
to 1994, Mr. Sirbu was the leading specialist at the Ministry of Agriculture of
the Republic of Moldova where he was responsible for the operation and
production of the scientific wine making plant in Gidighich. From 1990 to 1993,
Mr. Sirbu served at the Ministry of Agriculture for the Republic of Moldova as
the Quality Inspector of Alcohol Production and then as the leading wine
specialist at the Department of Viticulture and Wine Making. During this time,
Mr. Sirbu was responsible for the supervision of Moldova's wine industry and
research. Mr. Sirbu earned a bachelor and a masters degree, both with honors,
from the Technical University of Moldova, majoring in Wine Making Technology.

BOARD OF DIRECTORS AND COMMITTEES

         Directors are elected at the annual shareholders meeting and serve for
one year or until their successors are elected and qualified. The 2 current
directors were appointed by the previous members of our board of directors at a
special meeting held on April 12, 2001. Officers are elected by our board of
directors and their terms of office are at the discretion of our board of
directors.

         We have no committees on our board of directors, including a
Compensation Committee nor an Audit Committee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our directors, officers and
persons who own more than ten percent (10%) of our outstanding common stock to
file reports with the SEC regarding initial statement of ownership, statement of
changes of ownership and, where applicable, annual statement of ownership of our
common stock. Such persons are required by SEC regulations to furnish us with
copies of all such statements they file. Based solely on statements furnished to
us, Constantin Jitaru and Anatolie Sirbu did file the required reports for
initial statements of ownership. However, the reports were not filed on a timely
basis. We received no information as to whether Larry Eastland and Robert
Klosterman filed any required reports.

                                       18
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to Asconi during the fiscal year ended
December 31, 2002 ("Calendar 2001"), the twelve month period ended December 31,
2001 ("Calendar 2001") and the fiscal years ended June 30, 2000 ("Fiscal 2000")
and 1999 ("Fiscal 1999") by our Chief Executive Officer and any executive
officer who received compensation in excess of $100,000 during those years.

                           SUMMARY COMPENSATION TABLE

                                                      ANNUAL COMPENSATION (5)
                                                 ------------------------------

NAME AND PRINCIPAL POSITION         PERIOD           SALARY ($)        BONUS ($)
---------------------------      -----------         ----------        ---------

Constantin Jitaru(1)             Fiscal 2002          30,000(3)        40,000(3)
     Chairman and
     Chief Executive Officer

Constantin Jitaru(1)             Fiscal 2001          10,320(3)        40,000(3)
     Chairman and
     Chief Executive Officer

Larry L. Eastland (2)            Fiscal 2001              --(4)            --(4)

----------
(1)   Mr. Jitaru became our Chief Executive Officer on June 29, 2001, and has
      been the Chief Executive Officer of our wholly-owned subsidiary, Asconi
      S.R.L., since April 12, 2001. From April 12, 2001 to June 29, 2001 we had
      no Chief Executive Officer.

(2)   Mr. Eastland was our Chief Executive Officer until April 12, 2001.

(3)   Compensation is paid in Moldovan Lei, the official currency of Moldova,
      and the amount set forth in this table is the equivalent in United States
      dollars. Represents compensation of $1,200 per month in salary and
      periodic bonuses for services performed from April 12, 2001 to December
      31, 2002.

(4)   Not able to obtain reliable information on Mr. Eastland's compensation
      annual or otherwise. See Introductory Comment on page 1 of this annual
      report.

(5)   The amounts reflected in the above table do not include any amounts for
      perquisites and other personal benefits extended to the named executive
      officer. The aggregate amount of such compensation for the named executive
      officer is less than 10% of the total annual salary and bonus.

STOCK OPTIONS GRANTED AND EXERCISED IN FISCAL YEAR 2001

         No stock option grants were made to Constantin Jitaru in fiscal year
2002, and no stock options were exercised by Constantin Jitaru in fiscal year
2002. Not able to obtain reliable information on whether stock option grants
were made to Mr. Eastland in fiscal year 2001, or whether stock options were
exercised by Mr. Eastland in fiscal year 2001. See Introductory Comment on page
1 of this annual report.

DIRECTOR COMPENSATION

         Currently, our directors do not receive compensation for serving on our
board of directors. Directors are reimbursed for their reasonable expenses
incurred in attending meetings.

                                       19
<PAGE>

EMPLOYMENT AGREEMENTS

         Neither of our 2 officers have employment contracts, and we do not
anticipate entering into any employment contracts with these officers in the
near future.

EMPLOYEE BENEFIT PLANS

         We do not currently have any type of employee compensation plan for our
employees, officers or directors. Furthermore, we do not anticipate offering any
such plans in the near future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below sets forth information regarding the beneficial
ownership of our common stock as of December 31, 2002 by the following
individuals or groups:

         o  each person or entity who we know beneficially owns more than 5.0%
            in the aggregate of our outstanding common stock;

         o  each of the executive officers named in the Summary Compensation
            Table;

         o  each of our directors; and

         o  all directors and executive officers as a group.

         Unless otherwise indicated, the address of each of the individuals
listed in the table is c/o Asconi Corporation, 1211 Semoran Blvd., Suite 141,
Casselberry, Florida 32707. To our knowledge, except as otherwise indicated, and
subject to community property laws where applicable, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock held by them.

         The percentage of beneficial ownership in the following table is based
upon 14,586,689 shares of common stock outstanding as of December 31, 2002.
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 our common stock issuable under
options, warrants or other conversion rights that are presently exercisable or
exercisable within 60 days of December 31, 2002 are deemed to be outstanding and
beneficially owned by the person holding the options, warrants or conversion
rights for the purpose of computing the percentage of ownership of that person,
but are not treated as outstanding for the purpose of computing the percentage
of any other person.

                                                             SHARES BENEFICIALLY
                                                             OWNED AS A
                                      NUMBER OF SHARES       PERCENTAGE OF
NAME OF BENEFICIAL OWNER              BENEFICIALLY OWNED     CLASS OUTSTANDING
------------------------------------- ------------------     -------------------
Constantin Jitaru....................         4,608,125                  31.59%

Anatolie Sirbu.......................         4,608,125                  31.59%

All directors and executive officers
   as a group (2 persons)............         9,216,250                  63.18%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We purchased $500,000 and $315,000 worth of bulk wine from VinExport, a
Romanian company, in the fiscal years ended December 31, 2002 and 2001.
Constantin Jitaru and Anatolie Sirbu, our 2 directors and only officers each own
30% of the outstanding securities of VinExport. The bulk wine was bottled and
sold, and accounted for approximately 3% and 6% of total wine sales in the
fiscal years ended December 31, 2002, and 2001, based on volume.

         See the Introductory Comment on page 1 of this annual report.

                                       20
<PAGE>
         PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS
<TABLE>
<CAPTION>
        EXHIBIT        DESCRIPTION OF EXHIBIT
        -------        ----------------------
        <S>            <C>
        2.1            Exchange Agreement between Asconi Corporation (formally Grand Slam Treasures, Inc., Asconi
                       Holdings Limited and Asconi Ltd.), dated April 12, 2001.(1)

        3.1            Restated Articles of Incorporation.(2)

        3.2            Amended and Restated Bylaws.(2)

        10.1           Consulting Agreement with Stoneside Development Limited, dated April 16, 2001.(3)

        10.2           Consulting Agreement with La-Sal Capital, Inc., dated April 16, 2001.(3)

        10.3           Consulting Agreement with ICARA, Inc., dated April 16, 2001.(3)

        10.4           Consulting Agreement with The Goldberg Law Group, P.A., dated April 13, 2001.(3)

        10.5           Office Lease in Heathrow, Florida.(4)

        10.6           General Contract for Delivery No. 1 Agreement with Josef Smilek dated December 3, 2001.(4)

        10.7           Contract No. 498/B-43142800/011 with Sovagroimport, Ltd., dated September 9, 2000.(4)

        10.8           Contract No. 498/41286111/001 with Sovagroimport, Ltd., dated April 12, 2001.(4)

        10.9           Contract of Sale No. X-075 with I.E. Hordex, dated January 10, 2002.(4)

        10.10          Contract No. 05-04/01-A with Winnice Moldowy, dated March 1, 2001.(4)

        10.11          Contract with Estate-Design S.R.L., dated 1999.(4)

        10.12          Contract No. S2001/018 with Glass Container Company, S.A., dated January 22, 2001.(4)

        10.13          Contract of Buying-Selling with Ilitax-Pac, Ltd., dated January 1, 2000.(4)

        10.14          Contract No. M3-001 with Pomul, Ltd., dated January 4, 2001.(4)

        10.15          Contract No. 1/2002 with Agro-Inedit, Ltd., dated November 29, 2001.(4)

        10.16          Contract for Brokerage Services No. 051 by and between Asconi S.R.L. and C.B. Agroindbank
                       S.A., dated December 13, 2001. (5)

        10.17          Agreement of Termless Share Management (Irrevocable Trust) by and between Asconi S.R.L. and
                       Talmaci Irina, dated June 12, 2002. (5)

        10.18          Contract No. 09/01 on goods delivery by and between Asconi S.R.L. and Torgovii Dom Moldova
                       Ltd., dated September 3, 2001. (6)

        10.19          Contract No. 1/1 for sale and purchase by and between Asconi S.R.L. and Beijing Machinery
                       Imp and Exp Corp., Ltd. dated March 1, 2002. (6)

        10.20          Contract for sale and purchase by and between Asconi S.R.L. and Beijing Machinery Imp and
                       Exp Corp., Ltd., dated April 3, 2002. (6)

        16.1           Letter of Aronson, Fetridge & Weigle to the SEC, dated August 17, 2001.(2)

        21.0           Subsidiaries.(4)

        99.1           Certification by Constantin Jitaru, Chief Executive Officer, pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002 (7).

        99.2           Certification of Anatolie Sirbu, Chief Financial Officer, pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002. (7)

        99.3           Certification by Constantin Jitaru, Chief Executive Office, and Anatolie Sirbu, Chief Financial Officer,
                       pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (7)
</TABLE>


                                       21
<PAGE>

----------

(1)  Incorporated by reference to our Current Report on Form 8-K, filed on April
     19, 2001, file no. 000-23712.

(2)  Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on
     August 20, 2001, file no. 000-23712.

(3)  Incorporated by reference to our Registration Statement on Form S-8, filed
     on April 24, 2001, file no. 000-23712.

(4)  Incorporated by reference to our Annual Report on Form 10-KSB, filed on
     April 15, 2002, file no. 000-23712.

(5)  Incorporated by reference to our Current Report on Form 8-K, filed on June
     27, 2002, file no. 0-23712.

(6)  Incorporated by reference to our Quarterly Report on Form 10-QSB, filed on
     August 19, 2002, file no. 000-23712.

(7)  Filed herewith.

         (b) REPORTS ON FORM 8-K:

         We filed one report on Form 8-K on June 27, 2002, indicating we
         increased our controlling interest in Vitis Hincesti to approximately
         51% thus achieving a controlling interest in the subsidiary. We
         subsequently filed a report on Form 8-K/A on August 26, 2002,
         indicating that separate financial statements of Vitis Hincesti need
         not be filed under item 7 pursuant to regulation S-B.

                                       22
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 ASCONI CORPORATION

Date:  March 31, 2003            BY: /s/ Constantin Jitaru
                                     -------------------------------------------
                                     Constantin Jitaru, Chief Executive Officer


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

Date:  March 31, 2003            BY: /s/ Constantin Jitaru
                                     -------------------------------------------
                                     Constantin Jitaru, President,
                                     Chief Executive Officer
                                     and Director

Date:  March 31, 2003            BY: /s/ Anatolie Sirbu
                                     -------------------------------------------
                                     Anatolie Sirbu, Secretary and Director

                                       23
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                               ASCONI CORPORATION
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

 Independent Auditor's Report................................................F-2

 Audited Financial Statements

      Consolidated Balance Sheets as of December 31, 2002 and 2001...........F-3

      Consolidated Statements of Income and Comprehensive Income
          for the years ended December 31, 2002, 2001 and 2000,..............F-4

      Consolidated Statements of Changes in Shareholders' Equity for the
          years ended December 31, 2002, 2001 and 2000.......................F-5

      Consolidated Statements Of Cash Flow for the years
          ended December 31, 2002, 2001 and 2000.......................F-6 - F-7

      Notes to Consolidated Financial Statements......................F-8 - F-15

                                      F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders of Asconi Corporation

We have audited the accompanying consolidated balance sheets of Asconi
Corporation (formerly Grand Slam Treasures, Inc.) and its subsidiaries as of
December 31, 2002 and 2001, and the related consolidated statements of income
and comprehensive income, shareholders' equity and cash flows for each of the
years in the three-year period ended December 31, 2002. These consolidated
financial statements are the responsibility of Asconi's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Asconi Corporation
and its subsidiaries as of December 31, 2002 and 2001, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.

Thomas Leger & Co., L.L.P.
Houston, Texas
February 28, 2003

                                      F-2
<PAGE>
                                ASCONI CORORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
                             (UNITED STATES DOLLARS)
<TABLE>
<CAPTION>

ASSETS
                                                           December 31,
                                                  ------------------------------
                                                      2002              2001
                                                  ------------      ------------
<S>                                               <C>               <C>
CURRENT ASSETS
  Cash and bank balances                          $     47,362      $     15,244
  Trade receivables                                  2,260,160         2,128,975
  Inventories                                        6,201,521         2,762,943
  Refundable taxes and tax deposits                    842,502           571,705
  Advance payments                                     833,093           694,843
  Other                                                     --            30,443
                                                  ------------      ------------

TOTAL CURRENT ASSETS                                10,184,638         6,204,153

FIXED ASSETS                                         4,135,714         2,547,614
INVESTMENT                                                  --           689,988
GOODWILL                                               358,019                --
DEFERRED TAXES                                          71,295            75,278
OTHER                                                   13,645             3,918
                                                  ------------      ------------

TOTAL ASSETS                                      $ 14,763,311      $  9,520,951
                                                  ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                               $  2,182,856      $  2,509,355
   Short-term debt                                   4,988,687         1,004,716
   Taxes payable                                       189,307           314,565
   Accrued and other liabilities                       919,463           395,248
                                                  ------------      ------------

TOTAL CURRENT LIABILITIES                            8,280,313         4,223,884
LONG-TERM LIABILITIES
   Long-term debt                                      731,845         1,720,579
   Deferred grant income                               298,634                --
   Deferred taxes                                      264,875           198,560
                                                  ------------      ------------

TOTAL LIABILITIES                                    9,575,667         6,143,023

MINORITY INTEREST                                    1,088,602           184,181

SHAREHOLDERS' EQUITY
   Common Stock $.001 par value 100,000,00
     authorized and 14,586,689 outstanding at
     December 31, 2001                                  14,587            14,587
   Paid in Capital                                   5,646,263         5,508,627
   Retained Earnings (Loss)                         (1,115,610)       (2,072,651)
   Comprehensive loss                                 (446,198)         (256,816)
                                                  ------------      ------------

   Total Shareholders' Equity                        4,099,042         3,193,747
                                                  ------------      ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $ 14,763,311      $  9,520,951
                                                  ============      ============
</TABLE>

    The accompanying notes are an intergral part of the financial statements.

                                      F-3
<PAGE>
                               ASCONI CORPORATION
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                             (UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                             ------------------------------------------------
                                                 2002              2001              2000
                                             ------------      ------------      ------------
<S>                                          <C>               <C>               <C>
SALES                                        $ 13,952,387      $ 10,994,644      $  4,934,423

COST OF SALES                                   9,128,570         6,555,839         3,124,326
                                             ------------      ------------      ------------

GROSS PROFIT                                    4,823,817         4,438,805         1,810,097


DEPRECIATION AND AMORTIZATION                     534,577           257,909           325,836

SELLING AND ADMINISTRATIVE EXPENSES             2,511,326         2,157,795           332,626
                                             ------------      ------------      ------------

INCOME FROM OPERATIONS                          1,777,914         2,023,101         1,151,635

MERGER COSTS                                           --           504,177                --
CONSULTING                                             --         4,000,000                --
MINORITY INTEREST EXPENSE                         103,965            43,031                --
INTEREST EXPENSE                                  557,423           255,678            98,251
GRANT INCOME                                      (11,032)               --                --
OTHER (INCOME) LOSS                                 1,713           (52,718)         (126,405)
                                             ------------      ------------      ------------

INCOME (LOSS)  BEFORE TAX PROVISION             1,125,845        (2,727,067)        1,179,789

PROVISION FOR INCOME TAXES                        168,805           373,907           331,770

                                             ------------      ------------      ------------
NET INCOME (LOSS)                                 957,040        (3,100,974)          848,019

OTHER COMPREHENSIVE LOSS
  FOREIGN CURRENCY TRANSLATION                   (189,382)         (135,508)         (121,308)
                                             ------------      ------------      ------------
 COMPREHENSIVE INCOME (LOSS)                 $    767,658      $ (3,236,482)     $    726,711
                                             ============      ============      ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING
  BASIC AND DILUTED                            14,568,689        14,100,113        12,986,689
                                             ============      ============      ============

BASIC NET INCOME (LOSS) PER SHARE
  BASIC AND DILUTED                          $       0.05      $      (0.23)     $       0.06
                                             ============      ============      ============
</TABLE>

----------
(1) Number of shares outstanding the day of the merger for comparison only

    The accompanying notes are an intergral part of the financial statements.

                                      F-4
<PAGE>
                               ASCONI CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                             (UNITED STATES DOLLARS)
<TABLE>
<CAPTION>

                                                                                    Retained       Accumulated           Total
                                     Common         Common          Paid in         Earnings          Other          Shareholders'
                                     Shares          Stock          Capital         (Deficit)    Comprehensive loss     Equity
                                   -----------     -----------     -----------      -----------  ------------------  -------------
<S>                                 <C>            <C>             <C>              <C>              <C>              <C>
Balance December 31, 1999                   --     $        --     $ 1,109,500      $   180,304      $        --      $ 1,289,804

Capital contributions                       --              --         350,000               --               --          350,000
Comprehensive income:
  Earnings                                  --              --              --          848,019               --          848,019
  Foreign currency translation              --              --              --               --         (121,308)        (121,308)
                                   -----------     -----------     -----------      -----------      -----------      -----------
Balance at December 31, 2000                --              --       1,459,500        1,028,323         (121,308)       2,366,515

Capitalization for
  Merger April 12, 2001             12,986,689          12,987         353,553               --               --          366,540
Stock issued for consulting
  April 22, 2001                     1,600,000           1,600       3,998,400               --               --        4,000,000
Pay off of quaranteed debt
  on acquisition of Orhie-Vin
  in 2000                                   --              --        (302,826)              --               --         (302,826)
Comprehensive income (loss)
  Earning (loss)                            --              --              --       (3,100,974)              --       (3,100,974)
  Foreign currency translation              --              --              --               --         (135,508)        (135,508)
                                   -----------     -----------     -----------      -----------      -----------      -----------
Balance at December 31, 2001        14,586,689          14,587       5,508,627       (2,072,651)        (256,816)       3,193,747

Reduction of merger liabilities             --              --         137,636               --               --          137,636
Comprehensive income:
  Earnings                                  --              --              --          957,041               --          957,041
  Foreign currency translation              --              --              --               --         (189,382)        (189,382)
                                   -----------     -----------     -----------      -----------      -----------      -----------
Balance at December 31, 2002        14,586,689     $    14,587     $ 5,646,263      $ 1,115,610)      $ (446,198)     $ 4,099,042
                                   ===========     ===========     ===========      ===========      ===========      ===========

</TABLE>

    The accompanying notes are an intergral part of the financial statements.

                                      F-5
<PAGE>
                               ASCONI CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                             (UNITED STATES DOLLARS)

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                      --------------------------------------------
                                                         2002            2001              2000
                                                      -----------     -----------      -----------
<S>                                                   <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                     $   957,040     $(3,236,482)     $   726,711
Adjustments to reconcile net income to
     net cash provided by operating activities:
     Depreciation and amortization                        534,577         257,909          325,836
     Deferred income taxes                                (45,526)         23,737          108,438
     Merger and consulting costs-net                           --       4,366,540               --
     Minority interest expense                            103,965          34,181               --
(Increase) decrease in assets:
     Trade receivables                                    161,716        (916,981)        (719,736)
     Inventories                                       (1,592,510)        (15,222)      (1,250,735)
     Refundable taxes                                    (270,797)       (503,874)          14,101
     Advance payments                                    (138,250)       (493,707)        (182,894)
     Other                                                 63,309         (20,552)          (9,228)
Increase (decrease) in liabilities
     Accounts payable                                    (488,832)        383,708        1,019,943
     Taxes payable                                       (125,258)        (67,326)         119,726
     Accrued liabilities                                  540,642         178,927           66,510

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

Net cash provided (used)  by operating activities        (299,924)         (9,142)         218,672
                                                      -----------     -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of fixed assets                            (441,031)       (577,349)        (621,385)
     Investment                                          (703,707)       (689,988)              --
     Other                                                     --          (1,544)          (4,982)
                                                      -----------     -----------      -----------

Cash used for investing activities                     (1,144,738)     (1,268,881)        (626,367)
                                                      -----------     -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Short-term borrowings (net)                        2,975,637         334,716          (49,181)
     Proceeds from long-term debt                         640,000       1,218,235          500,000
     Repayment of long-term debt                       (2,276,187)             --               --
     Payment of guaranteed debt                                --        (302,826)              --
     Grant                                                298,634              --               --
                                                      -----------     -----------      -----------
Cash provided by financing activities                   1,638,084       1,250,125          450,819
                                                      -----------     -----------      -----------

Effects of foreign exchange rate charges                 (189,382)             --               --
Cash purchased                                             28,078              --               --
                                                      -----------     -----------      -----------
NET INCREASE (DECREASE) IN
     CASH AND BANK BALANCES                                32,118         (27,898)          43,124

Cash and bank balances, at beginning of period             15,244          43,142               18

                                                      -----------     -----------      -----------
Cash and bank balances, at end of period              $    47,362     $    15,244      $    43,142
                                                      ===========     ===========      ===========
</TABLE>

    The accompanying notes are an intergral part of the financial statements.

                                      F-6
<PAGE>
                               ASCONI CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOW (continued)
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                             (UNITED STATES DOLLARS)


SUPPLEMENTARY CASH FLOWS DISCLOSURES

                            Year Ended December 31,
                      ----------------------------------
                        2002         2001         2000
                      --------     --------     --------

1.  Interest paid     $566,267     $250,121     $ 98,270
                      ========     ========     ========
     Taxes paid       $351,955     $250,157     $164,685
                      ========     ========     ========

2.  During October and December, 2000 the Members of ASCONI S.R.L. acquired
    controlling interest of SA Fabrica de vinuri din Puhoi and SA Orhei-vin
    and contributed said interest to ASCONI S.R.L.

The following amounts represent the non-cash portion of these transactions:

     Accounts receivable                                           $    23,137
     Inventory                                                         887,873
     Fixed assets                                                      618,682
     Deferred taxes                                                     24,013
     Accounts payable                                                 (383,998)
     Taxes payable                                                     (22,801)
     Accrued expenses                                                 (144,561)
     Long-term debt                                                   (502,345)
     Minority interest                                                (150,000)
                                                                   -----------
                                                                   $   350,000
                                                                   ===========


3. During 2001 stock was issued pursuant to an exchange agreement. The following
   amounts represent the non-cash portion of the transaction:

     Merger Costs                                                    $ 504,177
     Accrued Liabilities                                              (137,637)
                                                                     ---------
                                                                     $ 366,540
                                                                     =========

4. During 2001 stock was issued for consulting in the amount of $4,000,000.

5. During 2002 ASCONI S.R.L. acquired controlling interest of S.A. Vitis
   Hincesti.

   The following amounts represent the non-cash portion of these transactions:

   Accounts receivable                                              $   292,901
   Inventory                                                          1,846,068
   Fixed assets                                                       1,681,646
   Goodwill                                                             358,019
   Other assets                                                          24,258
   Accounts payable                                                    (162,333)
   Short-term debt                                                   (1,008,334)
   Accrued expenses                                                    (121,209)
   Long-term debt                                                      (647,453)
   Minority interest liability                                         (897,946)
                                                                    -----------
                                                                    $ 1,365,617
                                                                    ===========

6.  During 2002 accrued liabilities for merger costs in 2001 in the amount of
    $137,637 were reduced and paid-in capital adjusted.

    The accompanying notes are an intergral part of the financial statements.

                                      F-7
<PAGE>

1.       ORGANIZATION AND PRINCIPAL ACTIVITIES

         Asconi Corporation, formerly Grand Slam Treasures, Inc. (the
         "Company"), acquired 100% of Asconi S.R.L. (a limited liability company
         formed in the Republic of Moldova in October 1994) through its
         wholly-owned subsidiary, Asconi Holding Company Limited, a British
         Virgin Island company, in a merger in April, 2001. Asconi S.R.L.
         commenced operations in 1999. Asconi S.R.L. acquired a controlling
         interests in S.A. Fabria de vin uri din Puhoi (70%) and S.A. Orhei-vin
         (74%), both Moldovan entities, in the fiscal year 2000, which were
         recorded as purchases. Asconi S.R.L. acquired approximately 25% of S.A.
         Vitis Hincesti on December 18, 2001, approximately 21% on .March 7,
         2002, and received approximately 5% in an irrevocable trust thus
         obtaining a controlling interest of approximately 51% of outstanding
         voting shares of S.A. Vitis Hincesti . The transaction was recorded as
         a purchase.

         Asconi S.R.L. subscribed to the capital call by S.A. Vitis Hincesti
         during February, 2003 increasing its ownership in S.A. Vitis Hincesti
         to approximately 61%.

         The consolidated financial statements include the accounts of the
         Company, Asconi Holding Company Limited, Asconi S.R.L., S.A. Fabria de
         Vinuri din Puhoi, S.A. Orhei-Vin and S.A. Vitis Hincest (collectively
         referred to as the "Group").

         The Moldova subsidiaries produce, market and sell premium Moldovan
         wines in countries outside Moldova, with over 85% percent of their
         revenue coming from sales in Russia.

2.       BASIS OF PRESENTATION

         The consolidated financial statements are prepared in accordance with
         generally accepted accounting principles in the United States of
         America ("US GAAP"). This basis of accounting differs from that used in
         the statutory financial statements of the Moldovan subsidiaries which
         are prepared in accordance with the accounting principles generally
         accepted in the Republic of Moldova.

         The following material adjustments were made in 2000 to present the
         consolidated financial statements to conform with US GAAP:

                  the subsidiaries financial statements were restated to reflect
                  the purchase price. This resulted in a write down
                  approximately of $6,660,000. No charge to income is reflected
                  since this write down occurred at the time of acquisition; and

                  the subsidiaries did not have any material operations
                  subsequent to the acquisitions and December 31, 2000.

3.       SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

         Basis of consolidation
         ----------------------

         The consolidated financial statements of the Group include the Company
         and its subsidiaries. All material intercompany balances and
         transactions have been eliminated.

         Economic and political risks
         ----------------------------

         The Group faces a number of risks and challenges since its operations
         are in the Republic of Moldova and its primary market is in Russia.

         The financial statements have been prepared assuming the Group will
         continue as a going concern.

         Cash and cash equivalents
         -------------------------

         The Group considers cash and cash equivalents to include cash on hand
         and demand deposits with banks with maturity dates of three months or
         less.

                                      F-8
<PAGE>

         Inventory
         ---------

         Inventories are stated at the lower of cost or market on the first-in,
         first-out basis, and includes finished goods, raw materials, packaging
         material and product merchandise. Finished goods include costs of raw
         materials (grapes and bulk wine), packaging, labor used in wine
         production, bottling and warehousing on winery facilities and
         equipment.

         In accordance with general practice in the wine industry, wine
         inventories are included in current assets, although a portion of such
         inventories may be aged for periods longer than one year.

         Property, plant and equipment
         -----------------------------

         Property, plant and equipment are carried at cost. The cost of repairs
         and maintenance is expensed as incurred; major replacements and
         improvements are capitalized.

         When assets are retired or disposed of, the cost and accumulated
         depreciation are removed from the accounts, and any resulting gains or
         losses are included in income in the year of disposition.

         In accordance with Statement of Financial Accounting Standards (SFAS)
         No. 121, "Accounting for the Impairment of Long-Lived Assets and
         Long-Lived Assets to be Disposed Of", the Group examines the
         possibility of decreases in the value of fixed assets when events or
         changes in circumstances reflect the fact that their recorded value may
         not be recoverable. There were no impairments.

         Depreciation is calculated on a straight-line basis over the estimated
         useful life of the assets. The percentages applied are:

                  o        Buildings                         2% - 4.0%
                  o        Machines and equipment            5% - 10%
                  o        Vehicles                         10%
                  o        Office equipment                 20% - 33%

         Income taxes
         ------------

         Taxes are calculated in accordance with taxation principles currently
         effective in the Republic of Moldova and the United States of America.
         Income taxes are determined under the liability method as required by
         Statement of Financial Accounting Standard No. 109 "Accounting for
         Income Taxes".

         Minority Interest
         -----------------

         Minority interest is based on the net book value of the subsidiaries
         financial statements used in the consolidation.

         Foreign currency translation
         ----------------------------

         Conversion of currency from a Republic of Moldova lei ("MDL$") into a
         United States dollar ("US$") has been made at the respective applicable
         rates of exchange. Monetary assets and liabilities denominated in
         foreign currencies are converted into US$ at the applicable rate of
         exchange at the balance sheet date.

         Conversion of currency from MDL$ into US$ has been made at the rate of
         exchange on December 31, 2002 and 2001: at US$1.00: MDL$ 13.822 and
         US$1.00: MDL$13.0909. No representation is made that the MDL$ amounts
         could have been, or could be, converted into US$ at that rate. Income
         and expense items were converted at the average rates for the year.

         Use of estimates
         ----------------

         The preparation of financial statements in conformity with US GAAP
         requires management to make estimates and assumptions that affect the
         reported amounts of assets and liabilities and disclosure of contingent
         assets and liabilities at the date of the financial statements, and the
         reported amounts of revenue and expenses during the reporting period.
         Actual results when ultimately realized could differ from those
         estimates.

                                      F-9
<PAGE>

         Revenue recognition
         -------------------

         Revenue is recognized when title passes to the customer upon delivery
         of the merchandise to a third party shipper.

         Employees' benefits
         -------------------

         Mandatory contributions are made by the Moldovan subsidiaries to the
         Moldovan Government's health, retirement benefit and unemployment
         schemes at the statutory rates in force during the period, based on
         gross salary payments. The cost of these payments is charged to the
         statement of income in the same period as the related salary cost.

         Earnings Per Share
         ------------------

         The Company has adopted Statement of Financial Accounting Standards No.
         128 ("SFAS 128'), "Earnings Per Share". Under SFAS 128, basic earnings
         per share is computed by dividing income available to common
         shareholders by the weighted-average number of common shares assumed to
         be outstanding during the period of computation.

         Recent pronouncements
         ---------------------

         In July 2002, he FASB issued SFAS No. 146, Accounting for Costs
         Associated with Exit or Disposal Activities. SFAS 146 addresses
         financial accounting and reporting for costs associated with exit or
         disposal activities and nullifies Emerging Issues Task Force ("EITF")
         Issue No. 94-3, Liability Recognition for Certain Employee Termination
         Benefits and Other Costs to Exit an Activity (including Certain costs
         Incurred in a Restructuring). SFAS 146 requires recognition of a
         liability for a cost associated with an exit or disposal activity when
         the liability is incurred, as apposed to when the entity commits to an
         exit plan under EITF No. 94-3. SFAS 146 is to be applied prospectively
         to exit or disposal activities initiated after December 31, 2002. The
         Company does not believe that the adoption of SFAS 146 will have a
         material effect on the Company's financial position, results of
         operations, or cash flows.

         In June 2001, the FASB issued Statement No. 143 "Accounting for Asset
         Retirement Obligations". The statement addresses financial accounting
         and reporting for obligations associated with the retirement of
         tangible long-lived assets and the associated asset retirement costs.
         The statement is effective for the Company in fiscal 2003. The Company
         does not expect the adoption of Statement No. 143 to have a material
         impact on the Company's future results of operations or financial
         position.

         In August 2001, the FASB issued Statement No. 144 "Accounting for the
         Impairment or Disposal of Long-Lived Assets". This statement supersedes
         Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
         and for Long-Lived Assets to be Disposed of", and the accounting and
         reporting provisions of APB Opinion 30, "Reporting the Results of
         Operations - Reporting the Effects of Disposal of a Segment of a
         Business, and Extraordinary, Unusual and infrequently Occurring Events
         and Transactions", for the disposal of a segment of a business. The
         statement is effective for the Company in fiscal 2003. The Company does
         not expect the adoption of Statement No. 144 to have a material impact
         on the Company's future results of operations or financial position.

         In April, 2002, the FASB issued SFAS No. 145, Rescission of FASB
         Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections. SFAS 145 eliminates the requirement to classify
         gains and losses from extinguishments of indebtedness as extraordinary,
         requires certain lease modifications to be treated the same as a
         sale-leaseback transaction, and makes other non-substantive technical
         corrections to existing pronouncements. SFAS 145 is effective for
         fiscal years beginning after May 15, 2002, with earlier adoption
         encouraged. The Company is required to adopt SFAS 145 effective January
         2003. The Company does not believe that the adoption of SFAS 145 will
         have a material effect on the Company's financial position, results of
         operations, or cash flows.

         Reclassification
         ----------------

         Certain reclassifications have been made to the December 31, 2001
         financial statements in order to conform to the classification used in
         the current year.

4.       TRADE RECEIVABLES
                                                     December 31,
                                             ---------------------------
                                                2002             2001
                                             -----------     -----------

         Foreign                             $ 1,997,735     $ 2,130,746
         Domestic                                262,425          20,303
         Less: allownace for
                       doubtful accounts              --         (22,074)
                                             -----------     -----------
                                             $ 2,260,160     $ 2,128,975
                                             ===========     ===========

         Foreign receivables are primarily from three largest distributor
companies.

5.       INVENTORIES

         Inventories are summarized as follows:

                                 December 31,
                           -------------------------
                              2002           2001
                           ----------     ----------

         Raw materials     $  775,007     $  266,836
         Bulk wine          5,287,993      2,379,657
         Bottled wine         138,521        116,450
                           ----------     ----------
                           $6,201,521     $2,762,943
                           ==========     ==========

         Certain inventory is pledged as collateral for loans.




                                      F-10
<PAGE>


6.       PROPERTY, PLANT AND EQUIPMENT

                                            December 31,
                                     ----------------------------
                                        2002             2001
                                     -----------      -----------
         Land and buildings          $ 2,401,241      $   618,682
         Machinery and equipment       6,539,300        2,193,062
         Other                           189,602          312,548
                                     -----------      -----------
                                       9,130,143        3,124,292
                                     -----------      -----------
         Less accumulated
           depreciation               (4,994,429)        (576,678)
                                     -----------      -----------
                                     $ 4,135,714      $ 2,547,614
                                     ===========      ===========

         Certain equipment is pledged as collateral for loans.

7.       INVESTMENT

         During 2002 Asconi S.R.L. acquired controlling interest of S.A. Vitis
         Hincesti, and goodwill in the amount of $358,019 was recorded as a
         result of this transaction. S.A. Vitis Hincesti had previously revalued
         its fixed assets in accordance with the Republic of Moldova Government
         approved regulations in the amount of approximately $1,295,000.

         The Company made this investment due to S.A.Vitis Hincesti premium
         location in one of the best grape growing areas of the Republic of
         Moldova and the types of wines produced. This investment is in line
         with the Company's strategy of increasing the share of premium and
         super-premium wines in the Company's product portfolio and the
         objective of entering additional markets.

         The Company accounted for the acquisition as a purchase using the
         accounting pronouncements established in SFAS No. 141 "Business
         Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets".
         The accounting rules require that the goodwill arising from the
         purchase method of accounting not be amortized, however, it must be
         tested for impairment at least annually. Additional adjustments to the
         purchase price allocation may still be required.

                                 Vitis-Hincesti
                             Condensed Balance Sheet
                               December 31, 2001
         -----------------------------------------------------------------------

         Cash                                         $   28,078
         Accounts Receivable                             292,901
         Inventory                                     1,846,068
                                                      ----------
                                                       2,167,047
         Other assets                                  1,681,646
         Fixed assets-net                                 24,258
                                                      ----------
         Total Assets                                 $3,872,951
                                                      ==========

         Accounts  Payable                            $  162,333
         Current debt                                  1,008,334
         Accrued expenses                                121,209
                                                      ----------
                                                       1,291,876

         Long-term debt                                  647,453
         Shareholders' equity                          1,933,622
                                                      ----------
         Total Liabilities & Shareholders' equity     $3,872,951
                                                      ==========

                                      F-11
<PAGE>

                                 Vitis-Hincesti
                           Condensed Income Stataement
                          Year Ended December 31, 2001
         -----------------------------------------------------------------------

         Sales                           $1,260,158
         Cost of goods sold                 761,999
                                         ----------
         Gross profit                       498,159
         General and administriative         47,881
         Depreciation                       143,744
         Interest                           284,177
                                         ----------
                                             22,357
         Taxes                                6,368
                                         ----------
         Net Income                      $   15,989
                                         ==========

8.       LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                     --------------------------------
                                                         2002                2001
                                                     -------------        -----------
<S>                                                  <C>                  <C>
Note  to  Mobias  Bank,  Moldova,     denominated in
Moldovan  Lei,   issued   October  31,  2002,   due
August 30,  2003.  Interest  rate 20%.  Secured  by
bulk wine inventory.                                 $     390,682        $        --

Note   to   Universal   Bank,   Moldova,    renewed
January 3, 2001 due January 3,  2002. Interest rate
13% at  December 31,  2001.  Secured  by  equipment
and inventory. Paid off in 2002.                                --            500,000

Note  (credit  line) to  Universal  Bank,  Moldova,
denominated in U.S. Dollars, dated August 8,  2001,
due July 31,  2006.  Interest rate 12%.  Secured by
equipment and stock in Orhei Vin.                          793,712          1,200,000

Note   to   Universal    Bank,    Moldova,    dated
December 18,  2001,  due March 15,  2002.  Interest
rate  30%.  Secured  by stock  in  Vitis  Hincesti.
Paid off in 2002.                                               --            227,640

Note to the Savings Bank,  Moldova,  denominated in
Moldovan  Lei,  dated  December 26,  2002 due March
26,  2003.  Interest  rate  20%.  Secured  by  bulk
wine inventory and stock in Vitis Hincesti.                115,757                 --

Note (credit line) to the Savings Bank, Moldova,
denominated in U.S. Dollars, dated September 17, 2002
due March 13, 2004. Interest rate 11.5%. Secured by
bulk wine inventory and stock in Vitis Hincesti.         1,200,000                 --

Note  to  Mobias  Bank,  Moldova,   denominated  in
Moldovan  Lei,   issued   October  30,  2002,   due
August 30,  2003.  Interest  rate 20%.  Secured  by
bulk wine inventory.                                       227,898                 --
</TABLE>

                                      F-12
<PAGE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                                     --------------------------------
                                                         2002                2001
                                                     -------------        -----------
<S>                                                  <C>                  <C>
Note  (credit  line) to  Universal  Bank,  Moldova,
denominated  in Moldovan  Lei,  dated  February 25,
2002,  due  January 6,  2003.  Interest  rate  26%.
Secured by bulk wine inventory.                            621,293                 --

Note to Universal  Bank,  Moldova,  denominated  in
U.S.  Dollars,  dated May 9,  2002,  due January 3,
2003.  Interest  rate  12%.  Secured  by bulk  wine
inventory.                                                 150,000                 --

Note  to  Victoria  Bank,  Moldova,  dated  May 23,
2001,  due  May 23,  2002  for  $300,000.  Interest
rate 12%.  Secured by inventory. Paid off in 2002.              --            200,000

Note to Victoria Bank,  Moldova,  dated  October 5,
2001 due May 7,  2002 for  $200,000.  Interest rate
26%.  Secured by inventory. Paid off in 2002.                   --             77,076

Note  to   Vininvest,   S.R.L.,   Moldova   renewed
December,  2000 due  December  29,  2004.  Interest
rate variable  based on LIBOR,  11% and 11.6% as of
December  31, 2002 and 2001.  Secured by  equipment
and inventory.                                             199,561            520,579

Note (credit line) to Agroind Bank, Moldova,
denominated in U.S. Dollars, dated August 21, 2002,
due August 21, 2003. Interest rate 11%.
Secured by bulk wine inventory.                            806,009                 --

Note (credit line) to Agroind Bank, Moldova,
denominated in U.S. Dollars, dated September 30, 2002,
due September 24, 2003. Interest rate 11%.
Secured by equipment.                                      701,447                 --

Note  to   Vininvest,   S.R.L.,   Moldova   renewed
December,  2000 due  December  29,  2004.  Interest
rate variable  based on LIBOR,  11% at December 31,
2002.  Secured by equipment and inventory.                 514,173                 --
                                                     -------------        -----------

                                                         5,720,532          2,725,295
                                                        (4,988,687)        (1,004,716)
                                                     -------------        -----------
                                                     $     731,845        $ 1,720,579
                                                     =============        ===========
</TABLE>

9.       SHAREHOLDERS' EQUITY

         The Company is authorized to issue 10,000,000 shares of its common
         stock and 5,000,000 shares of preferred stock. Each share of common
         stock is entitled to one vote, preferred shares have no voting rights.
         At its discretion, the Board of Directors may declare dividends on
         shares of common stock, although the Board does not anticipate paying
         dividends in the foreseeable future.

                                      F-13
<PAGE>

10.      INCOME TAXES

         The nominal statutory corporate tax rate in the Republic of Moldova is
         25% in 2002 and 28% in 2001. Taxes are calculated in accordance with
         Moldovan regulations and are paid on a yearly basis. Taxes are
         calculated on a separate entity basis since consolidation is not
         allowed in Moldova.

         The provision for income taxes is as follows:

                                Year ended December 31,
                                 ---------------------
                                   2002         2001         2000
                                 --------     --------     --------
         Current tax expense     $214,331     $350,170     $330,340
         Deferred tax             (45,526)      23,737        1,430
                                 --------     --------     --------
                                 $168,805     $373,907     $331,770
                                 ========     ========     ========

         Deferred income taxes are provided for the temporary differences
         between the financial reporting and tax basis of the Group's assets and
         liabilities. Valuation allowances are established when necessary to
         reduce deferred tax assets to the amount expected to be realized.

         Deferred tax assets and liabilities are comprised of the following:

<TABLE>
<CAPTION>
                                                              December 31,
                                                       ----------------------------
                                                           2002            2001
                                                       -----------      -----------
<S>                                                    <C>              <C>
         Deferred tax assets:
           Basis difference in  inventory              $        --      $   126,262
           Basis difference in accounts receivable          37,500            6,180
           Basis difference in fixed assets                381,144          451,667
           Net operating loss in USA                       958,685          946,317
           Valuation-allowance                          (1,306,037)      (1,455,148)
                                                       -----------      -----------
                                                            71,295           75,278
         Deferred tax  Liabilities:
            Basis difference in fixed assets              (264,520)        (198,560)
                                                       -----------      -----------
                                                       $  (193,575)     $  (123,282)
                                                       ===========      ===========
</TABLE>

                                      F-14
<PAGE>

         A reconciliation of income tax computed at the nominal statutory
         corporate tax rate to the provision for income taxes follows:

                                  Fiscal year ended December 31
                                  ----------------------------
                                     2002             2001             2000
                                  -----------      -----------      -----------
         Income taxes at
          nominal rate            $   281,461      $  (763,579)     $   330,340
         Temporary differences        (45,526)              --               --
         Permanet differences         (67,130)       1,137,486            1,430
                                  -----------      -----------      -----------
                                  $   168,805      $   373,907      $   371,170
                                  ===========      ===========      ===========

11.      RELATED PARTY TRANSACTIONS

         The Company purchased approximately $500,000 and $315,550 of bulk wine
         from VinExport during 2002 and 2001. The Company's directors
         collectively own 60% of VinExport. The Company sold the wine at its
         normal price. Outstanding prepayments for bulk wine to VinExport
         equaled $171,710 and $199,769 as of December 31, 2002 and 2001.

12.      MAJOR CUSTOMERS

         The Moldovan subsidiaries sell approximately 62% of their products to 3
         companies.

                                           2002        2001      2000
                                           ----        ----      ----
                  Company A                 24%         40%       95%

                  Company B                 22%         30%       --

                  Company C                 16%         --        --

13.      FINANCIAL INSTRUMENTS

         The net fair value of all financial assets and liabilities approximates
         their carrying value.

                                      F-15