Form 10-KSB

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

(Mark One)

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended: February 29, 2004

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from ________________ to _________________

     Commission file number: ____000-27225_____________________



                                  eNetpc, Inc.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

          Minnesota                                        41-1427445
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation  or organization)

 11974 Portland Avenue, Burnsville, Minnesota                        55337
--------------------------------------------------------------------------------
  (Address of principal executive offices)                        (Zip Code)

Issuer's telephone number:  (952) 890-2362

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

                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)

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

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

State issuer's revenues for its most recent fiscal year:      $   188,977.00
                                                              --------------



<PAGE>

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $71,020 based on shares held by non-affiliates as of May 28, 2004, and the
closing sale price for said shares in the Nasdaq National Market as of such
date.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,939,000 shares of Common Stock, as
of May 28, 2004.


                       DOCUMENTS INCORPORATED BY REFERENCE

         There are incorporated by reference in this report on Form 10-KSB
certain previously filed exhibits identified in Part III, Item 13 hereof.


                                       ii
<PAGE>


                                TABLE OF CONTENTS

                                                                          Page

PART I     1

Item 1.    Description of Business                                         1

Item 2.    Description of Property                                         4

Item 3.    Legal Proceedings                                               4

Item 4.    Submission of Matters to a Vote of Security Holders             4

PART II                                                                    4

Item 5.    Market for the Common Equity and Related Stockholder Matters    4

Item 6.    Management's Discussion and Analysis or Plan of Operation       5

Item 7.    Financial Statements                                            8

Item 8.    Changes in and Disagreement with Accountants on Accounting
           and Financial Disclosure   8

Item 8A.   Controls and Procedures                                         9

PART III                                                                   9

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act               9

Item 10.  Executive Compensation                                          10

Item 11.  Security Ownership of Certain Beneficial Owners and Management  11
               and Related Stockholder Matters

Item 12.  Certain Relationships and Related Transactions                  12

Item 13.  Exhibits,  List and Reports on Form 8-K                         12

Item 14.  Controls and Procedures                                         12

SIGNATURES                                                                13

                                      iii

<PAGE>


17

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

     The Company was founded in 1982 under the laws of the State of Minnesota as
Command Small Computer Learning Center, Inc., a computer training company. Over
a period of years, the Company became involved in the sale of computer
components and, eventually, became a value added reseller (VAR) of major
computer brands. In 1987, the Company changed its name to Command Electronics,
Inc. In February 1995, the Company acquired CyberStar Computer Systems, a
manufacturer and marketer of microcomputers and servers, and in 1997 it changed
its name to CyberStar Computer Corporation. In August of 2000 the Company
changed its name to eNetpc, Inc. Company headquarters are located at 11974
Portland Avenue, Burnsville, MN 55337, and its telephone and facsimile numbers
are (952) 890-2362 and (952) 890-7451, respectively. The Company's Internet
address is enetpc.com.

     eNetpc, Inc. is now a Value Added Reseller (VAR) specializing in B2B
software, e-commerce, and virtual distribution in addition to VAR activity.
eNetpc, Inc. is structured on the belief that the Internet will be the standard
method of virtual distribution. The Company's core strategy is to provide
leading edge B2B software, with fulfillment, to complement the needs of
just-in-time inventory. The VAR business unit is responsible for 85% of the
Company's sales.

     Through its .COM business unit, the Company provided eSelect 2.5
application software to Internet resellers enabling them to offer online
configuration, delivery, and fulfillment on the Internet through Nov 2002. In
Nov 2002 the Company launched an end-user second party version of eSelect on its
own websites. The products, service and support are all outsourced to provide
maximum value to the customer, and eNetpc does not inventory, assemble or
directly support the products offered on eSelect 2.5 software, keeping overhead
to a minimum. The .COM business unit is responsible for 15% of the Company's
sales. Current products offered on eSelect 2.5 include:

        o        Desktop Computers
        o        Notebook Computers
        o        File Servers
        o        Computer Peripherals
        o        Computer Services

     The business-to-business (B2B, e-commerce) industry continues to grow in
complexity and applications, while all industries look to downsizing their IT
departments for cost reduction

INDUSTRY OVERVIEW

     The PC industry continues to undergo fundamental shifts in distribution
processes and methods. In the past, manufacturers of branded products, such as
IBM, manufactured whole computers and shipped them to distributors and dealers
who, in turn, shipped them to dealers and end-users, respectively. End-users,
under this distribution process, purchased systems from dealers in whatever form
the original manufacturer provided. Consequently, limited opportunities existed
for end-users to custom-configure their computer systems. Further, this process
required dealers to stockpile considerable inventory levels which often could
not be sold out before an announced or expected change in technology. Dealers
were forced, in many cases, to sell obsolete systems. As a result, the
traditional distribution method created inefficiencies and additional costs, as
well as consumer dissatisfaction.

                                       1
<PAGE>


     While the traditional distribution method can still be found in certain
parts of the computer industry, in particular the retail segment, the trend
toward build-to-order and custom-configured computer systems is now the standard
business practice. Dell and Gateway pioneered this shift when they began
offering custom-built PC's to consumers primarily for home use. Today, many of
the tier one manufacturers, such as IBM and Compaq, also use channel assembly
methods. These manufacturers ship products that are not completely assembled to
their distributors and rely on the distributor for final assembly and shipment.
This distribution process, however, provides only limited build-to-order
benefits and does not provide the advantage of a direct contact person to whom
the end-user may direct technical and support questions.

     Increasingly, businesses have been developing electronic commerce sites in
response to the success of internet product sales. This increase in internet
sales / purchasing now crosses every type of product and consumer service, from
computers to tax service. The Company believes this increasing use of the
internet will continue to expand, and manufacturers and resellers will continue
to broaden their offerings via the internet sales channel. As an internet
solution provider, eNetpc brings a cost effective solution to the sales cycle.

COMPANY ORGANIZATION

     The Company operated two business units; VAR and .COM.

VAR

     Value Added Reseller (VAR). The VAR division is an authorized reseller of
products from Compaq, Microsoft, IBM, and Hewlett-Packard, among others, as well
as selling non-branded products.


..COM

     The .COM business unit developed two sites, eSelectdirect.com and BTOPC.com

     eSelectdirect.com is an authorized sales portal that allows manufacturers
and distributors to market specialty and EOL (end-of-life) products directly to
the public.

     BTOPC.com (Build To Order PC) Using eSelect, a proprietary internet-based
development tool, to capitalize on two significant trends: e-commerce and the
desire for custom-built, custom-configured computer systems. Through the
software, customers have the ability to custom configure, price and order
computer products directly on-line. After Nov 2002 the company used second party
applications to sell directly to end-user's

     Through its .COM business unit, the Company currently provides their
eSelect application software to internet end-user's enabling them to offer
online PC configuration, delivery, and fulfillment on the internet. The
products, service and support are all outsourced to provide maximum value to the
customer. eNetpc does not inventory, assemble or support the products offered on
eSelect software, thereby minimizing its overhead costs.

     eSelectTM 2.5 is a complete e-commerce application designed to provide any
web site the capability to sell any type of configurable or non-configurable
product on the internet with the customizable build to order configurators. The
configurator contains the appropriate sku's, model names and respective
component choices to build, ship, invoice and track custom configured items of
any type on the internet.

         The Company also designed the software to link eNetpc.com and eNetpc

                                       2
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licensed web sites directly to the Company. eSelectTM 2.5 acts as an invisible
window that will simultaneously route orders placed with individual customers to
the Company, manufacturer and reseller for processing and fulfillment.


     The Company continues to outsource the custom built products ordered
through the eSelect software. The Company believes that eSelect will allow users
to meet their needs in a flexible and efficient manner, and in a manner that
allows customers to provide cutting-edge technological choices without having to
maintain significant inventory levels.

MAJOR CUSTOMERS

     The top five customers in terms of net sales represent 60% of fiscal year
2004 total net sales; the top 25 customers represent 90%. Four of the top five
customers are in the retail and services industry.

MANUFACTURING AND SUPPLIERS

     The Company's business model is one that outsources the manufacture and
fulfillment of hardware products entirely. By outsourcing the inventory and
fulfillment, the Company can focus on its sales and marketing strategies and
significantly reduce space and labor costs.

COMPETITION

     The microcomputer industry is intensely competitive and characterized by
dynamic customer demand patterns, frequent introduction of new products,
technological advances and product obsolescence. In addition, the pricing
environment is extremely competitive, and there is a variety of competing
distribution channels. The Company anticipates that the microcomputer industry
will continue to experience intense price competition and dramatic price
reductions, as well as intense competition among distribution channels. In
addition to pricing, the principal elements of competition among manufacturers
are product quality and usability, performance characteristics, distribution
capability, ability to customize, service and support and reputation. The
Company competes with a number of large tier one and tier two manufacturers,
including Compaq, IBM, Hewlett-Packard, Apple, Dell, and Gateway. The Company
competes with the larger name manufacturers mostly on the basis of quality,
price and performance. Substantially all of the Company's competitors have
significantly greater financial, marketing and technological resources than the
Company. Although all of the distribution channels are very competitive, the
Company believes that no one has the expertise in all areas from innovation to
implementation. eSelectTM is a new distribution channel that enables product
distribution via the internet, by outsourcing as many of the company services as
possible and selling the products with the eSelect software through the
reseller.

INTELLECTUAL PROPERTY

     eNetpc owns no patents, nor has it applied for any patents covering its
products. The Company is subject to risks related to misappropriation of the
proprietary technology upon which its software is being designed. While eNetpc
believes that it is designing software to be secure, computer "hackers" are
becoming increasingly sophisticated. Any misappropriation of the Company's
technology could subject eNetpc to increased competition and the loss of its
perceived advantage over other competitors.

     eNetpc owns the rights to the registered trademark "eNetpc" and "eSelect".
The use of these marks is limited to products within the class of electronic and
scientific apparatus. Any use of the mark by others on products in other classes
may cause dilution of the mark and the goodwill created in the mark. eNetpc
claims common law trademark rights in FilePro(TM) file server and CyberBook(TM)
notebook.

                                       3
<PAGE>

SERVICE

     eNetpc provides end-users with access to its technical support line for
answers to questions that require immediate attention. The Company maintains a
database of technical information that it can easily access in response to
customer inquiries in order to provide quick and accurate answers to its
customers.

EMPLOYEES

     As of May 31, 2004, eNetpc had 2 employees, all of whom were contract
employees. None of these employees are represented by a union. The company
outsources all web hosting, software support and other multi functions. eNetpc
believes that its relations with its employees are good.


ITEM 2.  DESCRIPTION OF PROPERTY

     eNetpc sub-leases from a director of the Company approximately 1,000 square
feet of space used for offices and operations equipment storage at 11974
Portland Avenue, Burnsville, Minnesota at a monthly rent of $750 renewable
monthly.

ITEM 3.  LEGAL PROCEEDINGS

     eNetpc is, from time to time, a party to litigation arising in the normal
course of its business. eNetpc believes that none of these actions will have a
material adverse effect on its financial condition or results of operations.


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

     None


                                     PART II

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

     eNetpc's Common Stock has been traded on the OTC Bulletin Board ("OTCBB")
since June 12, 1998. The following table sets forth the quarterly high and low
sales prices as reported by the Nasdaq National Market during the last two
fiscal years ended February 28, 2003 and February 29, 2004.


       Fiscal Year 2003                 Low                   High
       -------------------------------------------- ---- ---------------
       First Quarter                   $ .16                 $1.08
       Second Quarter                     .15                  .60
       Third Quarter                      .07                  .20
       Fourth Quarter                     .07                  .12

                                       4
<PAGE>

       Fiscal Year 2004                 Low                   High
       -------------------------------------------- ---- ---------------
       First Quarter                   $ .125                 $.75
       Second Quarter                    .125                 1.35
       Third Quarter                      .30                  .55
       Fourth Quarter                     .10                  .65

These quotations represent interdealer prices, without retail markup, markdown,
or commission, and may not reflect actual transactions. As of May 28, 2004,
there were approximately 72 record holders of the Company's Common Stock.

DIVIDEND POLICY

     The Company has never paid cash dividends on any of its securities. The
Company currently intends to retain any earnings for use in its operations and
does not anticipate paying cash dividends in the foreseeable future. Future
dividend policy will be determined by the Company's Board of Directors based
upon the Company's earnings, if any, it's capital needs and other relevant
factors.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     In fiscal year 2004, eNetpc, Inc. has two operating units, the .COM
division, the VAR division. Revenues from .COM operations are generated through
the sale of a wide range of computer systems and products, including personal
computers, work stations and file servers. The VAR division is an authorized
reseller of products from Compaq, Microsoft, IBM, and Hewlett-Packard, among
others, as well as selling non-branded products.

     eNetpc incurred net losses in fiscal years 2004 and 2003. In both years,
losses resulted from decreased sales that were partially offset by a decrease in
operating expenses. The decrease in demand for computer and related products and
services in both years has challenged the Company to minimize labor and overhead
costs while maintaining viable solutions to its customer base.

     In fiscal 2004, continued recession of computer markets forced the Company
to further refine its product offerings and led to the closing of the Virtual
Distribution business. Development of eSelect was continued and resulted in the
more robust product version 2.5.

     1)   Management is closely monitoring every expenditure and commitment as
          to absolute need and benefit. Management acknowledges that improving
          the company cash position will require additional equity financing
          which is in the planning and execution stage as of February 29, 2004.

     2)   Management is considering the merger and/or buyout of the company and
          operations in fiscal 2005.

RESULTS OF OPERATIONS

YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

         Sales decreased by 69%, or $422,522 to $188,977 in fiscal 2004 from
$611,499 in fiscal 2003. This decrease was primarily due to the reduction in
demand for the CyberStar products and services which accounted for $28,193 and
$594,862 of total net sales in fiscal 2004 and 2003, respectively.

         Gross profit decreased by 60%, or $88,213, to $58,606 in fiscal 2004
from $146,819 in fiscal 2003 primarily due to the decrease in sales. Gross
profit as a percentage of sales was 31% in fiscal 2004 as compared to 24% in
fiscal 2003. Margin was increased due to discontinued sales of high volume low
margin products and to concentrate on higher end non commodity computer products

                                       5
<PAGE>

     Selling, general and administrative expenses decreased by 56%, or $245,757,
to $195,213 in fiscal 2004 from $440,970 in fiscal 2003. This decrease was
primarily due to a reduction in employees and elimination of certain operating
expenses.

     The loss from operations decreased by $157,544 to $(136,607) in fiscal 2004
from $(294,151) in fiscal 2003, reflecting the decrease in operating expense and
the increase in gross profit.

     Other income and gain on forgiveness of trade payables increased to $69,100
from $0 in fiscal 2003. The increase is from forgiven payables and receivables
collected in bankruptcy.

     Interest expense increased by 3%, or $476 to $16,976 in fiscal 2004 from
$16,500 in fiscal 2003 primarily as a result of the increase in accounts payable
borrowing.

     As a result of the foregoing factors, net loss decreased by $226,168 to
$(84,483) in fiscal 2004 from $(310,651) in fiscal 2003.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," effective for contracts entered
into or modified after June 30, 2003. This amendment clarifies when a contract
meets the characteristics of a derivative, clarifies when a derivative contains
a financing component and amends certain other existing pronouncements. The
adoption of SFAS No. 149 did not have a material effect on the Company's
financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 requires the classification as a
liability of any financial instruments with a mandatory redemption feature, an
obligation to repurchase equity shares, or a conditional obligation based on the
issuance of a variable number of its equity shares. The Company does not have
any financial instruments as defined by SFAS No. 150. The Company does not
expect the adoption of SFAS No. 150 to have a material effect on the Company's
financial statements.

In December 2003, the FASB issued FASB Interpretation No. 46 (Revised December
2003), "Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51" (FIN 46R). This standard replaces FIN 46, Consolidation of Variable
Interest Entities" that was issued in January 2003. FIN 46R modifies or
clarifies various provisions of FIN 46. FIN 46R addresses the consolidation of
business enterprises of variable interest entities (VIEs), as defined by FIN
46R. FIN 46R exempts certain entities from its requirements and provides for
special effective dates for entities that have fully or partially applied FIN 46
prior to issuance of FIN 46R. Otherwise, application of FIN 46R is required in
financial statements of public entities that have interest in structures
commonly referred to as special purpose entities for periods ending after
December 15, 2003. Application by the Company for all other types of VIEs is
required in financial statements for periods ending no later than the quarter
ended January 31, 2005. The Company does not expect the adoption of FIN 46R to
have a material effect on the Company's financial statements.

SIGNIFICANT ACCOUNTING POLICIES

         Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange commission, requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 1 of the Notes to the Financial Statements includes a

                                       6
<PAGE>

summary of the significant accounting policies and methods used in the
preparation of our Financial Statements. The following is a brief discussion of
the more significant accounting policies and methods used by the company. In
addition, Financial Reporting Release No. 61 was recently released by the SEC to
require all companies to include a discussion to address, among other things,
liquidity, off-balance sheet arrangements, contractual obligations and
commercial commitments.

     General

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the dates of the financial statements and reported amounts of revenues and
expenses during the reporting periods. The most significant estimates and
assumptions relate to the valuation of inventory, capitalized software
development costs, and the reserves set aside for bad debts. Actual amounts
could differ from these estimates.

     Inventory Valuation

     As noted in Note 1 of the Notes to the Financial Statements, inventories
consist primarily of purchased components and are valued at the lower of cost or
market (first-in, first-out method). Because of the continuing pressure on
component pricing in the computer industry, the company regularly reviews the
costs used to value inventory and adjusts them to reflect upward or downward
market values. The company realized net downward adjustments of inventory of $0
and $32,000 for the years ended February 29, 2004 and February 28, 2003
respectively.

     Within the last year, the company has changed its method of operation from
an inventory carrying manufacturer to outsourcing the manufacture and delivery
of its hardware products. This change allows the company to minimize the
carrying costs associated with large amounts of inventory and also decreases
significantly the risks of obsolescence and loss.

     Capitalized Software Development

     Under the provisions of SOP 98-1, the Company capitalizes costs associated
with software developed or obtained for internal use when both the preliminary
project stage is completed and management has authorized further funding for the
project which it deems probable will be completed and used to perform the
function intended. Capitalized costs include only (1) external direct costs of
materials and services consumed in developing or obtaining internal use
software, (2) payroll and payroll related costs for employees who are directly
associated with and who devote time to the internal use software project, and
(3) interest costs incurred, when material, while developing internal use
software. Capitalization of such costs ceases no later than the point at which
the project is substantially complete and ready for its intended purpose. At
February 29, 2004 and February 28, 2003, capitalized software development costs
were $115,758 and $115,758, net of accumulated amortization of $115,758 and
$64,074 and are included in property and equipment.

     Reserves Set Aside for Bad Debts called "Allowance for Doubtful Accounts"

     The Company reviews customers' credit history before extending credit.
Generally, a minimum credit limit is established for a first time customer with
acceptable credit ratings. As experience is gained with a customer, an increase
in the credit limit can be made based on acceptable payment performance. An
allowance for doubtful accounts is made only after collection efforts have been
expended and management assesses the situation as unrecoverable, based upon
factors surrounding the credit risk, historical trend and other information.
Reserves are set aside on a customer by customer basis rather than on a
percentage basis of all customers. No additional reserves were needed in 2004
and 2003.

                                       7
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     eNetpc's cash position at February 29, 2004 was $9,683, an increase of
$8,443 from $1,241 at February 28, 2003. During the twelve months ended February
29, 2004, net cash provided by operating activities was $10,966.

     Net cash provided by investing activities decreased $13,232 to $0 during
the year ended February 29, 2004.

     Net cash used in financing activities of $2,523 for the year ended February
29, 2004 consisted primarily of the repayment of short term bank borrowings.

     Our current monthly operating expenses are approximately $16,270 per month.
Our current cash reserves are only sufficient to enable us to operate for an
additional month. In addition, we require approximately $100,000 in order to
carry out our plan of operations over the next twelve months. Accordingly, we
will immediately require additional financing if we are to continue as a going
concern and to finance our business operations. We anticipate that any
additional financing would be through the sales of our common stock or other
equity-based securities. We do not have any arrangements in place for the sale
of any of our securities and there is no assurance that we will be able to raise
the additional capital that we require to continue operations. In the event that
we are unable to raise additional financing on acceptable terms, we would be
forced to reduce operating expenditures and/or cease operations altogether.

FORWARD-LOOKING INFORMATION

     Any statements contained herein related to future events are
forward-looking statements and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These statements are
based upon management's current expectations and judgments about future
developments in eNetpc's business and may be affected by several factors,
including, without limitation, the ability to respond to customer demands, the
success of the e-commerce site, the ability to sell products at a profitable
price, and other factors affecting the computer industry in general. Readers are
cautioned not to place undue reliance on forward-looking statements. eNetpc
undertakes no obligation to update any such statements to reflect actual events.


ITEM 7. FINANCIAL STATEMENTS

         Independent Auditors' Reports......................................16

         Financial Statements

             Balance Sheets.................................................17
             Statements of Operations.......................................18
             Statements of Stockholders' Equity (Deficit)...................19
             Statements of Cash Flows.......................................20
             Notes to Financial Statements...............................21-27


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

          None

                                       8
<PAGE>
ITEM 8A.  CONTROLS AND PROCEDURES

     An evaluation made at the end of the period was performed under the
supervision and with the participation of the Company's president, chief
executive officer ("CEO") and the chief financial officer ("CFO") of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures to insure that the Company records, processes, summarizes and
reports in a timely and effective manner the information required to be
disclosed in reports filed with or submitted to the Securities and Exchange
Commission. Based on that evaluation, the Company's management, including the
CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective in timely bringing to their attention material information
related to the Company required to be included in the Company's periodic
Securities and Exchange Commission filings. Since the date of this evaluation,
there have been no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls.

     However, due to the limited number of Company employees engaged in the
authorization, recording, processing and reporting of transactions, there is
inherently a lack of segregation of duties. The Company periodically assesses
the cost versus benefit of adding the resources that would remedy or mitigate
this situation, and currently does not consider the benefits to outweigh the
costs of adding additional staff in light of the limited number of transactions
related to the Company's operations.


                                    PART III

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

         Set forth below is certain information concerning each of the directors
and executive officers of eNetpc.

----------------- ----------------- ------------------------------------------
      Name              Age                                     Position
----------------- ---------- -------------------------------------------------
Richard  A.             49      Chairman, President, CEO & Secretary/Treasurer
Pomije
----------------- ---------- -------------------------------------------------

Jeff Mills              43      Director
----------------- ---------- -------------------------------------------------

Joe Whitney
                        49      Director
----------------- ---------- -------------------------------------------------

Pierce McNally          52      Director
----------------- ---------- -------------------------------------------------

Jason Willits           32      Director

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


     RICHARD A. POMIJE has been with eNetpc since 1982 and has served as
President, Secretary, Treasurer, and a director since 1996. He had previously
served in such positions from 1983 through 1992. Mr. Pomije's primary
responsibilities include overall strategic planning. Mr. Pomije holds a degree
in Communication Technology, Audio Technology and Technical Services from Brown
Institute. Mr. Pomije also received a First Class FCC license with radar
endorsement.

     JEFF MILLS became a director in December 2003. Mr. Mills has worked for
Xerox Corporation for the past 17 years in various operation and sales
positions. He has also served as director for one private company and has served
as president, owner and operator of various business ventures. Mr. Mills is a
1984 graduate of the University of Northern Iowa and has held several security
licenses.

                                       9
<PAGE>
     JASON WILLITS has been a director since December 2003. Mr. Willits
currently is president and owner of Chanx, Inc., an electronic distributor based
in Arizona; He previously was VP of sales and partner of Nashville Computer
Liquidators (NCL) with sales of $203 million in 1999. He developed and managed
relationships with key suppliers and cultivated new partnerships at NCL. He
earned a BS degree in business administration with an emphasis in finance,
California State University - Chico.

     JOE WHITNEY has been a director since December 2003. Mr. Whitney is a
president a Loring Corner, Inc., (1980 - present), a Minneapolis based real
estate holding company. (1985 - present) chairman of finance committee and a
director. Hixon Properties, a San Antonio based Real Estate Investment Company.
(1987 - present) president Hawaiian Development Corp., a Delaware Corp that
develops real estate in Kailua-Kona, Hawaii. (1985 - present) president
Electro-Magnetic Components, Inc., a San Diego company that sells magnetic heads
worldwide to makers of cassette duplicating machines and film studios. (2002 -
present) director, Talking Point, a technology company that conducts in store
customer research and customer return. (1980 - present) director and treasurer,
The Whitney Foundation, a Minneapolis based charitable organization.

     PIERCE MCNALLY, An advisor to numerous emerging growth businesses, became a
member of the Board of Directors of eNetpc, Inc. effective June 4, 2001. Mr.
McNally is a Director of several companies and is a graduate of Stanford
University and the University of Wisconsin Law School. Mr. McNally assists the
Company on matters pertaining to valuation, strategic direction and corporate
finance.

     Directors are elected at the annual meeting of the shareholders and serve
until their successors are elected and qualified. Officers are elected by the
Board of Directors and serve at the discretion of the Board of Directors or
until their earlier resignation or removal.

Section 16 Beneficial Ownership Reporting Compliance

     Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules promulgated there under require the Company's officers, directors, and
holders of 10% or more of its outstanding common stock to file certain reports
with the Securities and Exchange Commission (the "Commission"). To the company's
best knowledge, based solely on information provided by the reporting
individuals, all of the reports required to be filed by these individuals were
filed.

Audit Committee

     McNally, Mills, and Whitney currently serve as members of the Audit
Committee. This committee met twice during the last fiscal year. The Audit
Committee is responsible for assisting the Board of Directors with respect to
its oversight of corporate accounting, reporting practices of the Company, and
the quality and integrity of the financial reports of the Company. The Board has
named Jeff Mills as the "audit committee financial expert" as defined by Item
401(h)(2) of Regulation S-K under the Securities Act of 1933. The Company
acknowledges that the designation of Mr. Mills as the audit committee financial
expert does not impose on Mr. Mills any duties, obligations or liability that
are greater than the duties, obligations and liability imposed on Mr. Mills as a
member of the Audit Committee and the Board of Directors in the absence of such
designation or identification.


ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid for services
rendered during the fiscal years ended February 28, 2004, February 28, 2003, and
February 28, 2002 to the Chairman and Chief Executive Officer. No other officers
earned cash compensation in excess of $100,000 in fiscal 2004.

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                            Summary Compensation Table

------------------------------- ---------------------------- ---------------------------- ----------------------------
Name and Principal Position     Fiscal Year                  Salary                       Other Annual Compensation(1)
<S>                            <C>                           <c>                          <C>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Richard A. Pomije, Chairman
and CEO                         2004                         $5,643                       $14,815
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                2003                         $86,000                      $13,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                2002                         $146,515                     $13,323
------------------------------- ---------------------------- ---------------------------- ----------------------------

(1) Automobile expenses.

OPTION GRANTS IN THE LAST FISCAL YEAR

     The following table sets forth information regarding options granted to the Named Executive Officer
                                         during the 2004 fiscal year.

-------------------------- ------------------------- --------------------------- ----------------- -------------------
                                Percent of Total
                               Number of Shares          Options Granted to
                              Underlying Options        Employees in Fiscal       Exercise Price
          Name                     Granted                      Year                ($/Share)       Expiration Date
-------------------------- ------------------------- --------------------------- ----------------- -------------------
Richard A. Pomije                  200,000                      20.0                  $1.00                --
-------------------------- ------------------------- --------------------------- ----------------- -------------------
Joe Whitney                        200,000                      20.0                  $1.00                --
-------------------------- ------------------------- --------------------------- ----------------- -------------------
Pierce McNally                     200,000                      20.0                  $1.00                --
-------------------------- ------------------------- --------------------------- ----------------- -------------------
Jeff Mills                         200,000                      20.0                  $1.00
-------------------------- ------------------------- --------------------------- ----------------- -------------------
Jason Willits                      200,000                      20.0                  $1.00
-------------------------- ------------------------- --------------------------- ----------------- -------------------
All other employees                   0                          0                      0                  --
-------------------------- ------------------------- --------------------------- ----------------- -------------------



                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

     The following table provides information relating to option exercises during fiscal year 2003 and the
     number and value of shares of Common Stock subject to options held by the Named Executive Officer as of
                                             February 28, 2004.

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

                              Shares                           Number of shares              Value of Unexercised
                            Acquired on                     Underlying Unexercised         In-the-Money Options at
                             Exercise        Value        Options at Fiscal Year-End           Fiscal Year-End
           Name                            Realized       Exercisable/Unexercisable       Exercisable/Unexercisable
--------------------------- ------------ -------------- ------------------------------- -------------------------------
Richard A. Pomije               --            --                  200,000/--                        --/--
--------------------------- ------------ -------------- ------------------------------- -------------------------------
Joe Whitney                     --            --                  200,000/--                        --/--
--------------------------- ------------ -------------- ------------------------------- -------------------------------
Pierce McNally                  --            --                  220,000/--                        --/--
--------------------------- ------------ -------------- ------------------------------- -------------------------------
Jeff Mills                      --            --                  200,000/--                        --/--
--------------------------- ------------ -------------- ------------------------------- -------------------------------
Jason Willits                   --            --                  200,000/--                        --/--
--------------------------- ------------ -------------- ------------------------------- -------------------------------
All other employees             --            --                      0                             --/--
--------------------------- ------------ -------------- ------------------------------- -------------------------------
</TABLE>
                                       11
<PAGE>
DIRECTORS' COMPENSATION

     To date, eNetpc has not paid any cash compensation to its directors for
their services as directors, but may pay fees to its outside directors when it
becomes profitable.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information as of February 29, 2004
with respect to the number of shares of Common Stock beneficially owned by (i)
each person known by eNetpc to own beneficially 5% or more of the Common Stock;
(ii) each director; (iii) the Chief Executive Officer, and (iv) all directors
and executive officers as a group. Unless otherwise noted, each person listed
below has sole voting and investment power with respect to his shares. The
address for each individual set forth below is 11974 Portland, Burnsville, MN
55337.

<TABLE>
<CAPTION>

---------------------------------------- ------------------------- ----------------------------------------
Name of Beneficial Owner (1)             Number of shares          Percentage of Outstanding Shares
<S>                                     <C>                      <C>

---------------------------------------- ------------------------- ----------------------------------------
Richard A. Pomije                        3,057,622(2)              78%
---------------------------------------- ------------------------- ----------------------------------------
Joe Whitney                              100,000(2)                  3
---------------------------------------- ------------------------- ----------------------------------------
Jason Willits                            0(2)                        *
---------------------------------------- ------------------------- ----------------------------------------
Pierce McNally                           4,000(4)                    *
---------------------------------------- ------------------------- ----------------------------------------
Jeff Mills                               100,000(3)                  3
---------------------------------------- ------------------------- ----------------------------------------
All directors and executive officers     3,261,622                 84%
as a group (5 persons)
---------------------------------------- ------------------------- ----------------------------------------
</TABLE>

*    Indicates an amount less than 1%

(1) The securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations of
the Commission and, accordingly, may include securities owned by or for, among
others, the spouse, children or certain other relatives of such person as well
as other securities as to which the person has or shares voting or investment
power or has the right to acquire within 60 days.

(2) excludes 200,000 shares of Common Stock purchasable pursuant to the exercise
of currently exercisable options.

(3) excludes 200,000 shares of Common Stock purchasable pursuant to the exercise
of currently exercisable options.

(4) excludes 200,000 shares of Common Stock purchasable pursuant to the exercise
of currently exercisable options.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company has entered into a personal loan agreement with a shareholder
on October 4, 2001, in the amount of $100,000 for one year paying interest at an
annual rate of 12%.

         The Company has entered into a personal loan agreement with a
shareholder on first quarter, in the amount of $50,000 for one year paying
interest at an annual rate of 12%.

     In December 2003 these notes were converted to stock.

                                       12
<PAGE>

     eNetpc sub-leases from a director of the Company approximately 1,000 square
feet of space used for offices and operations equipment storage at 11974
Portland Avenue, Burnsville, Minnesota at a monthly rent of $750 renewable
monthly.

     The Company had sales to Second Swing, a related party through common
ownership, of approximately $26,000 for the year ended February 29, 2004. The
Company had accounts receivable of approximately $15,000 at February 29, 2004.


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

(a) Exhibits

         3.1      Articles of Incorporation, as amended (1)
         3.2      Bylaws (1)
         10.2     1996 Employee Stock Option Plan, as amended to date (1)
         99.1     Certifications of Chief Executive Officer and Chief Financial
                  Officer

(1)  Incorporated by reference to exhibit filed as a part of Registration
     Statement on Form 10-SB (Commission File No. 000-27225).

(b)  Reports on Form 8-K

     None


ITEM 14. CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this Report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive and chief financial officers, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in alerting them on a
timely basis to material information required to be disclosed in our periodic
reports to the Securities and Exchange Commission. There have been no
significant changes in our internal controls or in other factors which could
significantly affect internal controls subsequent to such evaluation.

                                       13
<PAGE>



                                   SIGNATURES


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



                                       ENETPC, INC.

Dated:  June 15, 2004           By:   /s/ Richard A. Pomije
                                      -------------------------------------
                                      Richard A. Pomije, Chief Executive Officer
                                      (Principal executive officer)



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.


Dated:  June 15, 2004           By:    /s/   Richard A. Pomije
                                       -----------------------------------------
                                       Richard A. Pomije, Director, Chief
                                       Executive Officer, Chief Financial
                                       Officer and President
                                       (Principal executive officer)

Dated:  June 15, 2004           By:    /s/   Jason Willits
                                       -----------------------------------------
                                      Jason Willits, Director

Dated:  June 15, 2004           By:    /s/   Joe Whitney
                                       -----------------------------------------
                                       Joe Whitney, Director

Dated:  June 15, 2004           By:    /s/   Pierce McNally
                                ------------------------------------------------
                                       Pierce McNally, Director

Dated:  June 15, 2004           By:    /s/   Jeff Mills
                                       Jeff Mills, Director



                                       14

<PAGE>


                                 CERTIFICATIONS

I, Richard A. Pomije, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: June 15, 2004         Signed:      /s/  Richard A. Pomije
                                         --------------------------------------
                               Name:     Richard A. Pomije
                               Title:    Chief Executive Officer and Chief
                                         Financial Officer of eNetpc, Inc.

                                       15
<PAGE>

















                                  eNetpc, Inc.


                                FINANCIAL REPORT

                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


                                        16

<PAGE>


                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders
eNetpc, Inc.


     We have audited the accompanying balance sheets of eNetpc, Inc. as of
February 29, 2004 and February 28, 2003, and the related statements of
operations, stockholders' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

     In our opinion, the financial statements present fairly, in all material
respects, the financial position of eNetpc, Inc. as of February 29, 2004 and
February 28, 2003, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.

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



                                          /s/  VIRCHOW, KRAUSE & COMPANY, LLP



Minneapolis, Minnesota
June 3, 2004

                                       17
<PAGE>


                                          eNetpc, Inc.

                                        BALANCE SHEETS
                             February 29, 2004 and February 28, 2003
<TABLE>
<CAPTION>


             ASSETS                                                                       2004                 2003
                                                                                     --------------       --------------
<S>                                                                             <C>                      <C>
CURRENT ASSETS:
    Cash                                                                             $        9,683       $        1,241
    Trade accounts receivable                                                                21,880              120,709
                                                                                     --------------       --------------
             Total current assets                                                            31,563              121,950

PROPERTY AND EQUIPMENT, NET                                                                       -               55,000
                                                                                     --------------       --------------

                                                                                     $       31,563       $      176,950
                                                                                     ==============       ==============

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Accounts payable                                                                 $       61,441              138,742
      Note payable - bank                                                                         -               35,000
    Accrued liabilities                                                                         880                1,936
    Due to stockholder                                                                       16,977              150,000
    Accrued interest - stockholder                                                                -               21,500
                                                                                     --------------       ---------------
             Total current liabilities                                                       79,298              347,178
                                                                                     --------------       ---------------

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock, $.01 par value, 20,000,000 shares authorized
        2004 - 3,939,000; 2003 - 971,456 shares issued and outstanding                       39,390                9,715
    Additional paid-in capital                                                            4,217,841            4,033,205
    Stockholder subscription receivable                                                     (22,500)             (15,165)
    Accumulated deficit                                                                  (4,282,466)          (4,197,983)
                                                                                     ---------------      ---------------
                                                                                            (47,735)            (170,228)
                                                                                     ---------------      ---------------

                                                                                     $       31,563       $      176,950
                                                                                     ==============       ==============


</TABLE>

See Notes to Financial Statements.

                                       18
<PAGE>

<TABLE>
<CAPTION>

                                                 eNetpc, Inc.

                                        STATEMENTS OF OPERATIONS
                             Years Ended February 29, 2004 and February 28, 2003


                                                                           2004              2003
                                                                     --------------    --------------
<S>                                                                    <C>              <C>
Revenues:
    Sales                                                            $      188,977    $      611,499
    Cost of sales                                                           130,371           464,680
                                                                     --------------    --------------
             Gross profit                                                    58,606           146,819

    Selling, general and administrative expenses                            195,213           440,970
                                                                     --------------    --------------

             Operating loss                                                (136,607)         (294,151)
                                                                     ---------------   ---------------

Other income (expense):
    Gain on forgiveness of trade payables                                    45,897
    Other income                                                             23,203                 -
    Interest expense                                                        (16,976)          (16,500)
                                                                     ---------------   ---------------
                                                                             52,124           (16,500)
                                                                     --------------    ---------------

             Net loss                                                $      (84,483)   $     (310,651)
                                                                     ===============   ===============


Basic and diluted loss per share                                     $         (.05)    $        (.32)
                                                                     ===============   ===============

Weighted average shares outstanding - basic and diluted                   1,671,675           971,456
                                                                     ===============   ===============


</TABLE>

See Notes to Financial Statements.


                                       19
<PAGE>

<TABLE>
<CAPTION>

                                                eNetpc, Inc.

                                         STATEMENTS OF STOCKHOLDERS' DEFICIT
                                    Years Ended February 29, 2004 and February 28, 2003


                                                                                      Additional       Stockholder
                                                          Common Stock                 Paid-In        Subscription      Accumulated
                                                --------------------------------
                                                    Shares            Amount           Capital         Receivable         Deficit
                                                --------------    --------------   --------------    --------------   --------------
<S>                                               <C>              <C>            <C>                   <C>              <C>

Balance February 28, 2002                             971,456    $        9,715   $    4,025,428    $      (24,964)     $(3,887,332)
    Issuance of common stock                                -                -                 -                -                 -
    Payments on subscription receivable                     -                -                 -             9,799                -
    Compensation expense related to warrants
        issued                                              -                -             7,777                -
    Net loss                                                -                -                -                 -          (310,651)
                                                --------------    --------------   --------------    --------------    ------------

Balance February 28, 2003                             971,456             9,715        4,033,205           (15,165)      (4,197,983)
    Debt to equity conversion                       2,467,544            24,675          160,392

    Issuance of common stock                          500,000             5,000           32,500           (37,500)               -
    Payments on stock subscription receivable               -                 -                -            15,499                -
    Compensation expense related to options
        issued                                              -                 -            6,410                 -                -
    Write down of stock subscription                        -                 -          (14,666)           14,666                -
-   Net loss                                                -                 -                -                 -          (84,483)
                                                --------------   --------------    --------------   --------------    ------------ -

Balance, February 29, 2004                           3,939,000    $       39,390   $    4,217,841    $      (22,500)  $  (4,282,466)
                                                ==============    ==============   ==============    =============== ==============

</TABLE>





See Notes to Financial Statements.

                                       20
<PAGE>


29

<TABLE>
<CAPTION>

                                  eNetpc, Inc.

                            STATEMENTS OF CASH FLOWS
               Years Ended February 29, 2004 and February 28, 2003

                                                                         2004              2003
<S>                                                              <C>                    <C>
                                                                    --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                        $      (84,483)   $     (310,651)
    Adjustments to reconcile net loss to net
       cash used in operating activities:
       Depreciation and amortization                                        55,000            81,770
       Impairment of property and equipment                                      -            14,638
       Compensation expense related to warrants                              6,410             7,777
       Interest added to due to stockholder                                 13,567                -
       (Increase) decrease in trade accounts receivable                     98,829           105,911
       (Increase) decrease in inventories                                        -            59,650
       (Increase) decrease in prepaid expenses                                   -             3,286
       Increase (decrease) in accounts payable                             (77,301)          (70,189)
       Increase (decrease) in other current liabilities                     (1,056)          (15,548)
                                                                    ---------------   ---------------
        Net cash provided by (used) in operating activities                 10,966          (123,356)
                                                                    -------------------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                          -              (299)
    Other assets                                                                 -            13,531
                                                                    --------------    --------------
        Net cash provided by investing activities                                -            13,232
                                                                    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from due to stockholder                                        16,977            50,000
    Net payments on note payable - bank                                    (35,000)           35,000
    Payments on stockholder subscription receivable                         15,499             9,799
                                                                    --------------    -------------------
        Net cash provided by financing activities                           (2,524)           94,799
                                                                    ---------------   --------------

        Net decrease in cash                                                 8,442           (15,325)

Cash:
    Beginning                                                                1,241            16,566
                                                                    --------------    --------------
    Ending                                                          $        9,683    $        1,241
                                                                    ==============    ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash payments for interest                                      $        3,409    $            -
                                                                    ==============    ==============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
    AND FINANCING ACTIVITIES:
    Issuance of common stock for stock subscription                 $       37,500    $            -
                                                                    ==============    ==============


    Write down of stock subscription                                $       14,666    $            -
                                                                    ==============    ==============


    Debt to equity conversion                                       $      185,067    $            -
                                                                    ==============    ==============

</TABLE>


See Notes to Financial Statements.

                                       21
<PAGE>


                                  eNetpc, Inc.

                          NOTES TO FINANCIAL STATEMENTS
               Years Ended February 29, 2004 and February 28, 2003



Note 1. Nature of Business and Summary of Significant Accounting Policies:

     Nature of business:

     eNetpc, Inc. (the Company) consists of two reportable segments, .Com and
     .Net. The .Com segment markets a line of microcomputers, including personal
     computers, workstations and file servers under the CyberStar brand name and
     is an authorized reseller of products from Compaq, IBM, and
     Hewlett-Packard, among others. The .Net segment was comprised of the ASP
     (Application Service Provider) business unit which began on March 1, 2001
     to provide application and data server services, web site hosting and
     development and e-commerce solutions. The Company discontinued the .Net
     operations in November 2002.

     Purchase and closure of division:

     On April 1, 2000, the Company entered into a stock exchange agreement with
     the stockholders of International Trade Center, Inc. (ITC) to acquire the
     stock of ITC. The Company issued 9,576 shares of stock for the purchase.
     Operations of ITC are included in the Company's results of operations from
     the date of acquisition. During the year ended February 28, 2002, the
     Company closed this portion of its .COM segment.

     A summary of the Company's significant accounting policies follows:

     Cash and cash equivalents:

     The Company considers all highly liquid debt instruments purchased with a
     maturity of three months or less to be cash equivalents. Cash on deposit in
     excess of FDIC and similar insurance coverages is subject to the usual
     banking risks of funds in excess of those limits.

     Property and equipment:

     Property and equipment are stated at cost. Depreciation is provided using
     accelerated methods over the estimated useful lives of the assets ranging
     from three to seven years. Leasehold improvements are amortized over the
     shorter of the related lease term or estimated useful lives on a
     straight-line basis.

     Software costs:

     Under the provisions of Statement of Position 98-1, the Company capitalizes
     costs associated with software developed or obtained for internal use when
     both the preliminary project stage is completed and management has
     authorized further funding for the project which it deems probable will be
     completed and used to perform the function intended. Capitalized costs
     include only (1) external direct costs of materials and services consumed
     in developing or obtaining internal use software, (2) payroll and payroll
     related costs for employees who are directly associated with and who devote
     time to the internal use software project, and (3) interest costs incurred,
     when material, while developing internal use software. Capitalization of
     such costs ceases no later than the point at which the project is
     substantially complete and ready for its intended purpose. At February 29,
     2004 and February 28, 2003, capitalized software development costs were
     $115,758 and $115,758, net of accumulated amortization of $115,758 and
     $64,074 and are included in property and equipment.

     Goodwill:

     The Company classified a portion of the purchase of ITC as goodwill. As
     part of the closure of its distribution line of business, goodwill was
     written off in 2002.

     In accordance with Statement of Financial Accounting Standard No. 144
     ("SFAS No. 144"), "Accounting for the Impairment or Disposal of Long-Lived
     Assets" as circumstances dictate, the Company evaluates whether changes

                                       22
<PAGE>

     have occurred that would require revision of the remaining estimated lives
     of recorded long-lived assets or render those assets not recoverable. If
     such circumstances arise, recoverability is determined by comparing the
     undiscounted net cash flows of long-lived assets to their respective
     carrying values. The amount of impairment, if any, is measured based on the
     projected discounted cash flows using an appropriate discount rate. During
     the year ended February 28, 2003 the Company recorded charges of $14,638
     related to impairment of property and equipment in accordance with SFAS No.
     144. The impairment charge is included in operating expenses for the year
     ended February 28, 2003.

     Inventories:

     Inventories consist principally of purchased components and are valued at
     the lower of cost or market (first-in, first-out method). The Company has
     established a reserve to account for obsolescence of $0 and $32,000 at
     February 29, 2004 and February 28, 2003. This reserve is management's best
     estimate and could change in subsequent periods due to market fluctuations.
     The inventory balance was fully reserved for at February 28, 2003.

     Income taxes:

     Deferred taxes are provided on a liability method whereby deferred tax
     assets are recognized for deductible temporary differences and operating
     loss and tax credit carryforwards and deferred tax liabilities are
     recognized for taxable temporary differences. Temporary differences are the
     differences between the reported amounts of assets and liabilities and
     their tax basis. Deferred tax assets are reduced by a valuation allowance
     when, in the opinion of management, it is more likely than not that some
     portion or all of the deferred tax assets will not be realized. Deferred
     tax assets and liabilities are adjusted for the effects of changes in tax
     laws and rates on the date of the enactment.

     Stock-based employee compensation:

     The Company follows Accounting Principles Board Opinion No. 25, Accounting
     for Stock Issued to Employees ("APB 25") and related interpretations in
     accounting for its stock options. Under APB 25, when the exercise price of
     stock options equals the market price of the underlying stock on the date
     of grant, no compensation expense is recognized.

     The Company has elected to follow the disclosure only provisions of
     Statement of Financial Accounting Standards No. 123, Accounting for
     Stock-Based Compensation ("Statement 123"). Accordingly, the pro forma
     disclosures of what net loss would have been had the provisions of
     Statement 123 been applied to the Company's stock options is as follows:

<TABLE>


<CAPTION>


                                                                                          2004                 2003
                                                                                     --------------       --------------
<S>     <c>                                                                         <C>                    <C>

     Net loss as reported                                                        $     (84,483)      $          (310,651)
     Pro forma fair value compensation                                                (324,986)                        -
                                                                                     ---------------      --------------
     Pro forma net loss                                                          $    (409,469)      $          (310,651)
                                                                                     ==============       ==============

     Basic and dilutive net loss per share as reported                           $        (.05)       $             (.32)
     Basic and dilutive pro forma net loss per share                             $        (.24)       $             (.32)
</TABLE>

     Pro forma information regarding net loss is required by Statement 123, and
     has been determined as if the Company had accounted for its employee stock
     options under the fair value method of Statement 123. The fair value for
     these options was estimated at the date of grant using the Black-Scholes
     option pricing model with the following weighted average assumptions:
     dividend yield of 0%, volatility range of 376%, risk-free interest rates of
     3.0% and a weighted average expected life of the option of five years in
     2004. There were no options issued for the year ended February 28, 2003.

     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options which have no vesting
     restrictions and are fully transferable. In addition, option valuation
     models require the input of highly subjective assumptions. Because the
     Company's employee stock options have characteristics significantly
     different from those of traded options, and because changes in the
     subjective input assumptions can materially affect the fair value estimate,
     in management's opinion, the existing models do not necessarily provide a
     reliable single measure of the fair value of its employee stock options.

                                       23
<PAGE>


     Shipping and handling costs:

     Shipping and handling costs charged to customers have been included in net
     sales. Shipping and handling costs incurred by the Company have been
     included in cost of sales.

     Advertising:

     The Company expenses advertising costs as they are incurred. Advertising
     costs were $1,420 and $1,500 for 2004 and 2003, respectively.

     Revenue recognition:

     The Company recognizes sales when the products are shipped. Revenue from
     services is recognized when the service is provided. The Company ensures
     that the transaction complies with the seven conditions and the six
     considerations contained in Accounting and Auditing Enforcement Release No.
     108 of the Securities and Exchange Commission.

     Net loss per share:

     Basic loss per share is computed using the weighted average number of
     shares outstanding for the period. Diluted loss per share is computed using
     the weighted average number of shares outstanding per share adjusted for
     the incremental shares attributed to outstanding stock options under the
     Company's stock option plans and stock purchase warrants.

     Incremental shares attributable to the assumed exercise of stock options
     and stock purchase warrants for the years ended February 29, 2004 February
     28 and 2003 were excluded from the computation of diluted earnings per
     share as their effect would be anti-dilutive.

     Credit risk and allowance for doubtful accounts:

     The Company reviews customers' credit history before extending credit and
     establishes an allowance for doubtful accounts based upon factors
     surrounding the credit risk of specific customers, historical trends and
     other information. Invoices are due 30 days after presentation. Accounts
     receivable over 30 days are considered past due. The Company does not
     accrue interest on past due accounts receivable. The Company writes off
     accounts receivable when they are deemed uncollectible. There is no
     allowance for doubtful accounts at February 29, 2004 and February 28, 2003.

     Carrying value of financial instruments:

     The carrying value of the Company's financial instruments approximates fair
     value at February 29, 2004 and February 28, 2003.

     Recently issued accounting pronouncements:

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative Instruments and Hedging Activities," effective for contracts
     entered into or modified after June 30, 2003. This amendment clarifies when
     a contract meets the characteristics of a derivative, clarifies when a
     derivative contains a financing component and amends certain other existing
     pronouncements. The adoption of SFAS No. 149 did not have a material effect
     on the Company's financial statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS No. 150 is effective for financial instruments entered into or
     modified after May 31, 2003, and otherwise is effective at the beginning of
     the first interim period beginning after June 15, 2003. SFAS No. 150
     requires the classification as a liability of any financial instruments
     with a mandatory redemption feature, an obligation to repurchase equity
     shares, or a conditional obligation based on the issuance of a variable
     number of its equity shares. The Company does not have any financial
     instruments as defined by SFAS No. 150. The Company does not expect the
     adoption of SFAS No. 150 to have a material effect on the Company's
     financial statements.

     In December 2003, the FASB issued FASB Interpretation No. 46 (Revised
     December 2003), "Consolidation of Variable Interest Entities, an
     Interpretation of ARB No. 51" (FIN 46R). This standard replaces FIN 46,

                                       24
<PAGE>

     Consolidation of Variable Interest Entities" that was issued in January
     2003. FIN 46R modifies or clarifies various provisions of FIN 46. FIN 46R
     addresses the consolidation of business enterprises of variable interest
     entities (VIEs), as defined by FIN 46R. FIN 46R exempts certain entities
     from its requirements and provides for special effective dates for entities
     that have fully or partially applied FIN 46 prior to issuance of FIN 46R.
     Otherwise, application of FIN 46R is required in financial statements of
     public entities that have interest in structures commonly referred to as
     special purpose entities for periods ending after December 15, 2003.
     Application by the Company for all other types of VIEs is required in
     financial statements for periods ending no later than the quarter ended
     January 31, 2005. The Company does not expect the adoption of FIN 46R to
     have a material effect on the Company's financial statements.

     Estimates and assumptions:

     The preparation of the financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and revenues and
     expenses during the reporting period. Significant estimates include the
     lives of patent rights and equipment and the valuation of stock issued.
     Actual results could differ from these estimates.

     Troubled Financial Condition and Management's Plans:

     The Company has experienced recurring net losses and current liabilities
     exceed current assets at February 29, 2004.

     Management's plans and objectives to improve the financial condition of the
     Company are as follows:

     1)   The Company has engaged an investment banking firm to arrange for
          continuing financing in support of the Company's short and long term
          objectives.

     2)   The acquisition of developed software applications, with proven
          recurring revenue generation ability and high margin performance, is
          in progress to broaden the company product lines.

     3)   Continued reduction of overhead expenses through consolidation of
          operating functions will be in constant review.

     4)   Implementation of new marketing strategies for eSelect 2.5 that
          develop new recurring revenues for this product offering are expected
          to add a moderate amount of new revenues.

     5)   The Company is considering the merger and/or buyout of the Company and
          operations in Fiscal 2005.

     There can be no assurance that management will be able to accomplish all of
     the above plans and objectives or achieve the necessary improvements in its
     cash flows and financial position to meet its obligations as they became
     due.
<TABLE>
<CAPTION>

Note 2. Property and Equipment:
                                                                                          2004                 2003
                                                                                     --------------       --------------
<S>                                                                                   <C>                <C>
         Office equipment and furniture                                           $        469,666     $        469,666
         Leasehold improvements                                                             37,270               37,270
         Production equipment                                                               61,515               61,515
                                                                                     --------------       --------------
                                                                                           568,451              568,451
         Less accumulated depreciation and amortization                                    553,813              498,813
         Less impairment of property and equipment                                          14,638               14,638
                                                                                     --------------       --------------
                                                                                     $           -       $       55,000
                                                                                     ==============       ==============
</TABLE>

     Depreciation expense was $55,000 and $81,779 for the years ended February
     29, 2004 and February 28, 2003, respectively.

Note 3. Note Payable

     During 2003, the Company entered into a $35,000 note with a bank to serve
     as a short-term loan to pay current obligations. The note was paid in full
     during 2004.

Note 4. Due to Stockholder:

     At February 28, 2003, the Company had a note payable to a stockholder. The
     note had an outstanding balance of $150,000 at February 28, 2003, and was
     converted to common stock during the year at $0.015 per share before the
     stock split as described in Note 6. Interest accrued at February 28, 2003
     was $21,500. Interest expense on the note for the years ended February 29,
     2004 and February 28, 2003 was $13,567 and $16,500, respectively.

                                       25
<PAGE>


     The Company had advances from one shareholder of $16,977 at February 29,
     2004.


Note 5. Income Taxes:

     At February 29, 2004, the Company had net operating loss carryforwards of
     approximately $4,200,000. The net operating loss carryforwards are
     available to offset future taxable income through 2023 and may be subject
     to the limitations under Section 382 of the Internal Revenue Code if
     significant changes in the equity ownership of the Company have occurred.

     The Company has recorded a full valuation allowance against its deferred
     tax asset due to the uncertainty of realizing the related benefits as
     follows:

                                                   2004              2003
                                             --------------    --------------
     Deferred tax assets:
       Net operating loss carryforwards     $    1,650,000    $    1,610,000
       Valuation allowance                      (1,650,000)       (1,610,000)
                                            ---------------   ---------------
     Net deferred tax assets                $           -     $             -
                                            ===============   ===============



     The change in valuation allowance was $40,000 and $155,000 for the years
     ended February 29, 2004 and February 28, 2003, respectively.

     Reconciliation between the federal statutory rate and the effective tax
     rate for the years ended February 29, 2004 and February 28, 2003 is as
     follows:

                                                 2004              2003
                                            --------------    --------------
     Federal statutory tax rate                  34.0%             34.0%
     State taxes, net of federal benefit          4.0               4.0
     Change in valuation allowance              (38.0)            (38.0)
                                            --------------   ---------------
            Effective tax rate                    0.0%              0.0%
                                            ==============   ===============

Note 6. Stockholders' Equity (Deficit):

     Stock Split:

     In December 2003, the Company declared a 1-for-5 reverse stock split. The
     reverse stock split has been retroactively reflected in the accompanying
     financial statements.

     Warrants:

     In 1998, the Company issued 50,000 warrants to purchase common stock in
     connection with a sale of Company stock. The warrants expired in April
     2003.

     In January 2000, the Company sold 80,000 shares of common stock at $12.50
     per share from which the Company received $897,070, net of offering costs.
     Each share purchased has an accompanying warrant to purchase one share of
     common stock at a price of $37.50 per share which becomes exercisable in
     February 2001 and expires four years thereafter. In connection with the
     sale of shares, the Company issued 30,000 warrants to the selling agent,
     which have an exercise price of $15.00. The selling agent may receive an
     additional 30,000 five-year warrants with an exercise price of $45.00,
     based on the number of companion warrants issued. During the year ended
     February 28, 2002, the Company issued 29,000 warrants to former employees
     with exercise prices of $5.00 to $10.00. During the year ended February 28,
     2003, the Company issued 625,000 warrants to former employees with exercise
     prices of $2.50 to $15.00. Pursuant to SFAS No. 123, the Company recorded
     an expense of $7,777 during the year ended February 28, 2003 related to
     warrants issued to a non-employee. The expense was determined using the
     Black Scholes pricing model. During the year ended February 29, 2004,
     945,430 of the warrants outstanding expired or were cancelled.


                                       26
<PAGE>


          Stock options:

          The Company has a stock option plan that includes both incentive and
          non-statutory stock options granted to directors, officers, employees
          and consultants of the Company. The maximum number of shares of Common
          Stock reserved for issuance is 1,000,000 shares under the 1996 Stock
          Option Plan. Option activity is summarized as follows:

<TABLE>
<CAPTION>


                                                         Stock Option Plan                                     Weighted
                                                     -------------------------
                                                        Shares                                                   Average
                                                       Available                                                 Exercise
                                                         for         Options       Non-Plan       Options        Price
                                                        Grant      Outstanding      Options     Outstanding    Per share
                                                     -----------   -----------   -----------   ------------  --------------
<S>                                             <C>             <C>             <C>              <C>           <C>

                 Balance at February 28, 2002            271,366       728,634           -           728,634         7.35
                    Options granted                        -             -               -                -             -
                    Options canceled                     433,634      (433,634)          -          (433,634)        7.75
                                                     -----------   ------------  -----------   ------------
                 Balance at February 28, 2003            705,000       295,000           -           295,000         6.80
                    Options granted                     (980,000)      980,000       40,000        1,020,000         1.00
                    Options canceled                     275,000      (275,000)          -          (275,000)        6.90
                                                     -----------   ------------  -----------   ------------
                 Balance at February 29, 2004             -          1,000,000       40,000        1,040,000   $     1.08
                                                     ===========   ============== ==========    ============  ==============
</TABLE>


     The Company had 1,040,000 exercisable options at February 2, 2004 with a
     weighted average exercise price of $1.08. Exercise prices for options
     outstanding ranged from $1.00 to $5.00.

     Pursuant to SFAS No. 123, the Company recorded an expense of $6,410 during
     the year ended February 29, 2004 related to options issued to a
     non-employee. The expense was determined using the Black Scholes pricing
     model.

Note 7. Segment Data:

     The Company has two reportable segments: The first is .COM made up of
     computer systems and products. This segment, which is comprised of the
     CyberStar, VAR and Virtual Distribution divisions, distributes branded and
     proprietary computer systems, software and peripheral equipment. The second
     segment is .NET which provided web hosting and development, application
     software, server co-location, hardware implementation and complete storage
     solutions. The division targets its services to all solution providers who
     require assistance to sell their products on the internet. Sales
     information by division is as follows:
<TABLE>
<CAPTION>

                                                                       Year Ended
                                                            --------------------------------
                                                             February 29,      February 28,
                                                                 2004              2003
<S>                                                      <C>                    <C>
                                                            --------------    --------------
     Net sales:
        CyberStar division                                $      28,193      $      594,862
        VAR division                                            160,784                   -
                                                                     -                    -
        Virtual Distribution division                       --------------   --------------

          Subtotal .COM                                         188,977             594,862
        .NET division                                                -               16,637
                                                            --------------     ------------
          Total Net Sales                                 $     188,977    $        611,499
                                                            ==============    ==============
</TABLE>

Note 8. Related Party Transactions

     During the year ended February 29, 2004, the Company had sales of
     approximately $26,000 to Second Swing, a related party through common
     ownership. The Company had accounts receivable of approximately $15,000
     from the related party.

     The Company sub-leases from a director of the Company approximately 1,000
     square feet of space used for offices and operations equipment storage at
     11974 Portland Avenue, Burnsville, Minnesota at a monthly rent of $750
     renewable monthly.

Note 9. Commitments and Contingencies:

     During the years ended February 29, 2004 and February 28, 2003 the Company
     leased two vehicles under operating leases. The vehicle leases expired
     during 2004. Lease expense for the years ended February 29, 2004 and
     February 28, 2003 was $17,988 and $51,300, respectively.

                                       27
<PAGE>


     The Company is exposed to asserted and unasserted claims encountered in the
     normal course of business. In the opinion of management, the resolution of
     these matters will not have a material adverse effect on the Company's
     financial position or results of operations.

Note 10. Major Customers:

     The Company had three and four customers which represented 44% and 53% of
     total sales for the years ended February 29, 2004 and February 28, 2003,
     respectively. Accounts receivable from these customers was $15,930 and
     $44,000 at February 29, 2004 and February 28, 2003, respectively.








                                       28

<PAGE>


Exhibit 99.1
                                  CERTIFICATION
                                       OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

     Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, each of the undersigned officers of eNetpc, Inc.
does hereby certify that:

     a) the Annual Report on Form 10-KSB of eNetpc, Inc. for the year ended
February 29, 2004 (the "Report:) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     b) information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of eNetpc, Inc.



Dated: June 15, 2004        /s/ Richard A. Pomije
                            -----------------------------------
                            Richard A. Pomije
                            Chief Executive Officer and Chief Financial Officer





29
<PAGE>