UNITED STATES SECURITIES
                             AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
               ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2003

                                    000-33099
                 -----------------------------------------------
                            (Commission File Number)

                         INTERNATIONAL TRAVEL CD'S, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

              COLORADO                                  84-1553046
------------------------------------      --------------------------------------
  (State or other jurisdiction of          (IRS Employer Identification Number)
   Incorporation of organization)

 111 PRESIDENTIAL BOULEVARD, SUITE 158A
       BALA CYNWYD, PENNSYLVANIA                      19004
-----------------------------------------      -------------------
(Address of Principal Executive Offices)            (Zip Code)

                                 (610) 771-0234
   --------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

         Title of Each Class                Name of Exchange on which Registered
         -------------------                ------------------------------------
Common Stock, no par value per share                        None

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the issuer was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes   X   No
     ---    ---
         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained, to the best of issuer'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 the fiscal year ended June 30, 2003:  None


<PAGE>



         The  aggregate  market  value  of the  voting  common  equity  held  by
non-affiliates  of the issuer  based on the closing  sale price of the  issuer's
common  stock as reported on the OTC Bulletin  Board on  September  23, 2003 was
$2,542,000.  The  information  provided  shall  in no  way  be  construed  as an
admission  that any person whose  holdings  are  excluded  from the figure is an
affiliate or that any person whose holdings are included in the figure is not an
affiliate, and any such admission is hereby disclaimed.

         As of September  23,  2003,  23,350,000  shares of the issuer's  common
stock were outstanding.

         Transitional Small Business Disclosure Formats (check one):

         Yes       No  X
             ---      ---


DOCUMENTS INCORPORATED BY REFERENCE

         None.



<PAGE>





                    PRIVATE SECURITIES LITIGATION REFORM ACT

         The  information  contained in this Annual Report on Form 10-KSB and in
other  public  statements  by the  Company and  Company  officers  or  directors
includes or may contain  certain  forward-looking  statements.  The words "may,"
"will," "expect,"  "anticipate,"  "believe," "continue,"  "estimate," "project,"
"intend," and similar  expressions  used in this Report are intended to identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933,  as amended,  and Section  21E of the U.S.  Securities  Exchange of
1934, as amended.  You should not place undue reliance on these  forward-looking
statements,  which speak only as of the date made. We undertake no obligation to
publicly release the result of any revision of these forward-looking  statements
to reflect  events or  circumstances  after the date they are made or to reflect
the  occurrence  of  unanticipated  events.  You  should  also  know  that  such
statements  are not guarantees of future  performance  and are subject to risks,
uncertainties  and assumptions.  Many of these risks and  uncertainties  are set
forth under the caption "RISK FACTORS" in Item I of this Report. If any of these
risks  or  uncertainties  materialize,  or  if  any  of  our  assumptions  prove
incorrect,  actual results may differ  materially from those included within the
forward-looking statements.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

         We are a  development  stage  company  formed  on  July  20,  2000 as a
Colorado corporation.

         We were initially engaged in the business of providing  photography and
digital services to  organizations in the travel industry.  We exited the travel
industry in April 2002.

         During the quarter ended  December 31, 2002, we announced our intention
to engage in the business of acquiring, exploring and developing natural gas and
oil  properties.  Our plan was to  acquire  ownership  interests  in  properties
located in Louisiana as well as other  traditional  oil producing  states in the
southwestern  United States.  In furtherance of this plan, on December 30, 2002,
we purchased an aggregate  three (3%) percent  limited  partnership  interest in
Louisiana  Shelf  Partners,   L.P.   ("Louisiana  Shelf"),  a  Delaware  limited
partnership  that  owns  oil and gas  leasehold  interests  in  Cameron  Parish,
Louisiana and certain  seismic data related  thereto in offshore oil fields.  In
September 2003, we disposed of all of our oil and gas interests, selling (i) two
units of limited  partnership  interests  in Louisiana  Shelf to Trident  Growth
Fund,  L.P., a principal  shareholder  of the  Company,  in exchange for 666,667
shares of our Series A  Preferred  Stock,  (ii) .3 units of limited  partnership
interests  in  Louisiana  Shelf to  Louisiana X  Investors,  LLC in exchange for
100,000  shares of our Series A Preferred  Stock,  and (iii) .7 units of limited
partnership   interests  in  Louisiana   Shelf  to  LSP   Exploration,   LLC  in
consideration for a $350,000 promissory note. The note is due September 25, 2004
and accrues interest at the rate of 3% per annum payable on maturity.

<PAGE>

OUR PROPOSED ACQUISITION OF MAILKEY SECURE SYSTEMS, LTD.

         In  September,  2003,  we  executed a non  binding  letter of intent to
acquire MailKey Secure Solutions, Ltd., a BVI company ("MailKey").  MailKey is a
messaging security services company with offices in New York, London,  Singapore
and Bangkok. Based on our initial due diligence review of MailKey, we understand
the  following  about  Mailkey's  business.  MailKey  assists  internet  service
providers,  corporations  and  individuals  in  eliminating  spam (junk mail) in
e-mails they receive.  MailKey's  solution is designed to stop spam before it is
downloaded to a user's computer,  thereby saving time and bandwidth and reducing
the risk of  receiving  spam-borne  viruses by  providing  virus  protection  to
customers' computers.  The MailKey system is designed to block 100% of automated
junk  mail  while  allowing  all  of  the  user's  real  mail  to  be  delivered
successfully  and enable users to control the level of blocking and filtering of
spam in their e-mails users.

         Completion of the  acquisition  of MailKey is conditioned  upon,  among
other  things,  the  negotiation,   preparation  and  execution  of  a  mutually
acceptable   definitive  merger  agreement,   our  acquisition  of  $250,000  in
financing,  receipt  by the  parties  of all  necessary  board  and  shareholder
approvals  and  third  party  consents,  and  the  completion  of due  diligence
investigations by MailKey and us of each other's business, operations, financial
condition and prospects to the sole  satisfaction  of the party  conducting  the
investigation.  Subject to the  foregoing,  we currently  expect to complete the
acquisition of MailKey during October, 2003.

GOVERNMENT REGULATION

         We are not currently  subject to direct  regulation  by any  government
agency, other than regulations  generally applicable to businesses.  However, in
the event we complete  the  acquisition  of MailKey and engage in  international
sales or overseas manufacturing,  we would likely be subject to various domestic
and foreign laws regulating exports and export activities.

ENVIRONMENTAL REGULATION

         We do not expect to incur any material  expenses relating to compliance
with federal, state or local environmental laws in the foreseeable future.

EMPLOYEES

         We  currently  have  one  non  salaried  employee  who  serves  as  our
President,  Treasurer and  Secretary.  We utilize the services of  approximately
three  consultants  who provide,  among other  services,  technical  support and
accounting services to the Company. We anticipate retaining additional personnel
during the next twelve  months in  connection  with our planned  acquisition  of
MailKey.




                                       2
<PAGE>




                                  RISK FACTORS

         The  following  material risk  factors,  among  others,  may affect our
financial condition and results of operations.

         WE HAVE HAD  OPERATING  LOSSES AND LIMITED  REVENUES TO DATE, WE DO NOT
EXPECT  TO BE  PROFITABLE  IN THE  FORESEEABLE  FUTURE  AND  OUR  AUDITORS  HAVE
EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         We have been operating at a loss each year since our inception,  and we
expect to  continue  to incur  substantial  losses for at least the  foreseeable
future.  Net loss applicable to common  stockholders  for the fiscal years ended
June 30, 2002 and 2003 was $126,011 and $ $320,527,  respectively.  In addition,
we did not  generate  any  revenues for the fiscal years ended June 30, 2002 and
2003.  We may not be able to generate  significant  revenues  in the future.  In
addition,  we expect to incur substantial  operating expenses in connection with
our current  plan of  operation  to identify a suitable  operating  company with
which to merge. As a result,  we expect to continue to experience  negative cash
flow for at least the foreseeable future and cannot predict when, or if, we will
ever  become   profitable.   For  these  and  other   reasons,   including   our
under-capitalization  and limited  operating  history,  our auditors have raised
substantial doubt about our ability to continue as a going concern.

         WE HAVE A LIMITED OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF
AN INVESTMENT IN OUR COMMON STOCK.

         We have not  engaged in any  material  business  operations  during our
prior two  fiscal  years.  We were most  recently  engaged  in the  business  of
acquiring,  exploring and developing natural gas and oil properties, and in that
regard,  acquired  interests  in certain oil and gas  exploration  entities.  In
September 2003, we disposed of these interests and executed a non-binding letter
of  intent to  acquire  MailKey  Secure  Solutions,  Ltd.  We have had a limited
operating history, and no operating history in the anti-spam industry upon which
you may base an  evaluation  of an  investment  in our common  stock.  We cannot
provide any assurance that our  acquisition of MailKey  Secure  Solutions,  Ltd.
will be consummated or whether we will ever become profitable.

         WE WILL NEED TO OBTAIN  ADDITIONAL  FINANCING  IN ORDER TO CONTINUE OUR
OPERATIONS.

         Our ability to continue to operate our business is  dependent  upon our
ability to raise additional  capital.  We will need to obtain additional capital
within the next twelve (12) months to continue to operate.  We currently have no
existing  arrangements  in  place  for  additional  financing,   and  additional
financing  may not be available to us on acceptable  terms in the future.  If we
are unable to obtain additional  capital on acceptable terms, we may not be able
to operate,  and may need to delay,  reduce or eliminate any plans we may in the
future wish to engage in.

         OUR EXISTING  STOCKHOLDERS  MAY EXPERIENCE  DILUTION OF THEIR OWNERSHIP
INTERESTS IF WE ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK.

         We  may  in  the  future  issue  previously   authorized  and  unissued
securities  which may result in the dilution of the  ownership  interests of our
present stockholders. We are currently authorized to issue 100,000,000 shares of
common stock and 10,000,000  shares of preferred  stock with such  designations,


                                       3
<PAGE>

preferences  and rights as determined by our board of directors.  As of the date
of this Report,  we have issued  23,350,000 shares of common stock. In addition,
there are outstanding warrants exercisable into approximately 325,000 additional
shares  of our  common  stock.  Some of  these  warrants  contain  anti-dilution
provisions that may result in the issuance of additional  shares of common stock
in the  event  we sell  shares  of our  common  stock at a price  less  than the
applicable exercise price of the warrants.

         We are currently  proposing to acquire MailKey Secure Systems,  Ltd. In
connection with this acquisition,  we expect to issue  approximately  75,000,000
shares of our  common  stock and shares of our  Series B  Convertible  Preferred
Stock convertible into approximately  50,000,000 additional shares of our common
stock after we either amend our Articles of Incorporation to increase the number
of shares of common stock we are  authorized  to issue or effect a reverse stock
split. In addition, we expect to engage in a private placement of our securities
after the  consummation of the acquisition to raise additional  capital.  We may
also  issue  additional  shares of our stock in  connection  with the  hiring of
personnel, future acquisitions,  future private placements of our securities for
capital raising purposes, or for other business purposes.

         Issuance of the shares  described  above may  substantially  dilute the
ownership interests of our existing stockholders. The potential issuance of such
additional  shares may create  downward  pressure  on the  trading  price of our
common stock,  which in turn may require us to issue additional  shares to raise
funds through sales of our securities.  This may further dilute the interests of
our existing holders.

         THERE IS NO SIGNIFICANT TRADING MARKET FOR OUR COMMON STOCK.

         There is no active  trading  market  for our common  stock.  Our common
stock is not  eligible  for  trading  on any  national  or  regional  securities
exchange or the Nasdaq Stock Market.  Our common stock  currently  trades on the
OTC Bulletin  Board.  This market tends to be  substantially  more illiquid than
national  securities  exchanges or the Nasdaq Stock Market. We cannot be certain
that an active trading  market will develop for our common stock,  or, if such a
market develops, that it will be sustained.

         WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

         We have never  declared  or paid a dividend  on our  common  stock.  We
intend to retain earnings, if any, for use in the operation and expansion of our
business  and,  therefore,  do  not  anticipate  paying  any  dividends  in  the
foreseeable future.

         APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" LIMITS THE
TRADING AND LIQUIDITY OF OUR COMMON STOCK, WHICH MAY AFFECT THE TRADING PRICE OF
OUR COMMON STOCK.

         Our common stock currently trades on the OTC Bulletin Board.  Since our
common  stock  continues  to trade  below $5.00 per share,  our common  stock is
considered  a "penny  stock" and is subject  to SEC rules and  regulations  that

                                       4
<PAGE>

impose  limitations  upon the manner in which our shares can be publicly traded.
These  regulations  require the delivery,  prior to any transaction  involving a
penny stock, of a disclosure  schedule explaining the penny stock market and the
associated risks.  Under these  regulations,  certain brokers who recommend such
securities to persons  other than  established  customers or certain  accredited
investors  must  make  a  special  written  suitability  determination  for  the
purchaser and receive the purchaser's  written  agreement to a transaction prior
to sale. These  regulations may have the effect of limiting the trading activity
of our common stock and reducing the  liquidity of an  investment  in our common
stock.

         THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE.

         The trading price of our shares has from time to time fluctuated widely
and in the future may be subject to similar fluctuations.  The trading price may
be affected by a number of factors, including the risk factors set forth in this
Report, our operating results,  financial  condition,  public  announcements and
general  conditions in the  industries in which we operate,  and other events or
factors. In addition,  we have agreed to file a registration  statement with the
Securities  Exchange  Commission to permit the public resale of shares of common
stock that we recently issued to Trident Growth Fund, L.P.  ("Trident") upon its
conversion of  convertible  notes and shares of common stock issuable to Trident
upon conversion of warrants.  The influx of such a substantial  number of shares
into the public market could have a significant  negative  effect on the trading
price of our common  stock.  In recent  years,  broad stock market  indices,  in
general, and smaller capitalization  companies, in particular,  have experienced
substantial  price  fluctuations.  In a volatile market,  we may experience wide
fluctuations  in the market price of our common stock.  These  fluctuations  may
have a negative effect on the market price of our common stock.

ITEM 2. DESCRIPTION OF PROPERTY

         Our executive,  administrative  and operational  offices are located at
111 Presidential Boulevard,  Suite 158A, Bala Cynwyd, PA 19004. We do not own or
lease any real  property.  Our office  space is  provided  to us at no cost by a
consultant to the Company.

ITEM 3. LEGAL PROCEEDINGS

         We are not a party to any material pending legal proceeding, nor are we
aware of any proceeding  contemplated by any governmental  authority to which we
may be a party in the future.

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

         None.


                                       5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock  currently  trades on the OTC Bulletin Board under the
symbol  "ILCD".  Our common  stock  became  eligible  for  quotation  on the OTC
Bulletin  Board on September  19,  2001,  and first  started  trading on the OTC
Bulletin Board on May 2, 2002. The following  table sets forth the range of high
and low bid  prices  per  share of our  common  stock  for each of the  calendar
quarters  identified  below  as  reported  by  the  OTC  Bulletin  Board.  These
quotations represent  inter-dealer prices,  without retail mark-up,  markdown or
commission, and may not represent actual transactions.

FISCAL 2003:                                         HIGH              LOW
-----------                                          ----              ---

Quarter ended June 30, 2003                          $1.75             $1.20
Quarter ended March 31, 2003                          3.00              1.50
Quarter ended December 31, 2002                       3.30              1.21
Quarter ended September 30, 2002                      4.10              1.30

FISCAL 2002:                                         HIGH              LOW
-----------                                          ----              ---

Quarter ended June 30, 2002                          $4.50             $2.90
Quarter ended March 31, 2002                         None              None
Quarter ended December 31, 2001                      None              None
Quarter ended September 30, 2001                     None              None

         The last  price of our common  stock as  reported  on the OTC  Bulletin
Board on September 23, 2003 was $.31 per share.

HOLDERS

         As of September  23, 2003 the number of  stockholders  of record of our
common stock was 21. We believe that there are a number of additional beneficial
owners of our common stock who hold such shares in street name.

DIVIDENDS

         We have not paid any cash  dividends to date,  and have no intention of
paying any cash  dividends on our common stock in the  foreseeable  future.  The
declaration  and payment of dividends is subject to the  discretion of our Board
of Directors and to certain limitations imposed under Colorado  corporation law.
The timing,  amount and form of  dividends,  if any, will depend on, among other
things, our results of operations,  financial  condition,  cash requirements and
other factors deemed relevant by our Board of Directors.

RECENT SALES OF UNREGISTERED SECURITIES

1. On September 2, 2003, we issued  4,000,000  shares of common stock to Trident
Growth Fund, L.P.  ("Trident"),  an accredited investor and one of our principal
stockholders, upon conversion of $942,000 principal amount due under two Secured
Convertible Promissory Notes (the "Secured Convertible Promissory Notes") issued
to Trident on  September  17,  2002 and  January 16,  2003,  respectively,  at a



                                       6
<PAGE>

conversion  price of $.235  per  share.  The  shares  were  issued  in a private
placement   transaction  exempt  from  the  registration   requirements  of  the
Securities  Act of 1933,  as amended,  pursuant to Section 4(2) thereof  without
payment of underwriting discounts or commissions to any person.

2. On  September  2, 2003,  we issued a warrant to Trident to  purchase  200,000
shares of common stock at an exercise  price of $.25 per share as an  inducement
for Trident to convert the Secured Convertible  Promissory Notes. The warrant is
fully vested and terminates  five (5) years from the date of grant.  The warrant
was  issued in a private  placement  transaction  exempt  from the  registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereunder,  without  payment of  underwriting  discounts or  commissions to any
person.

ITEM 6.  PLAN OF OPERATION

         This  Plan  of  Operation  and  other  parts  of  this  Report  contain
forward-looking   statements   that  involve   risks  and   uncertainties.   All
forward-looking  statements  included  in this  Report are based on  information
available to us on the date hereof,  and we assume no  obligation  to update any
such forward-looking statements. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of a number of
factors,  including  those set forth in the Section  captioned "RISK FACTORS" in
Item 1 and elsewhere in this Report. The following  discussion should be read in
conjunction with our audited financial  statements and the related notes thereto
included  elsewhere  in this  Report.  Unless the  context  otherwise  requires,
references  to the "Company"  "we'",  "us" or "our" means  International  Travel
CD's, Inc.

OVERVIEW

         We are a Colorado corporation that was formed on July 20, 2000, and are
currently a development stage company.

         From the date of our  formation  through April 2002, we were engaged in
the business of providing  photography and digital  services to organizations in
the travel industry.

         During the quarter ended  December 31, 2002, we announced our intention
to engage in the business of acquiring, exploring and developing natural gas and
oil properties.  In that regard, on December 30, 2002, we purchased an aggregate
three (3%) percent limited partnership interest in Louisiana Shelf. In September
2003, we disposed of all of our oil and gas interests.

OUR PROPOSED ACQUISITION OF MAILKEY SECURE SYSTEMS, LTD.

         On  September  3, 2003,  we executed a non binding  letter of intent to
acquire  MailKey.  We plan to effectuate the acquisition of MailKey by forming a
wholly-owned   corporation   into  which  MailKey  will  merge.  We  expect  the
acquisition of MailKey to be completed during October, 2003.


                                       7
<PAGE>

         We are currently proposing to issue approximately  75,000,000 shares of
our common stock to acquire MailKey on the date of the acquisition and shares of
our  Series  B  Convertible   Preferred  Stock  convertible  into  approximately
50,000,000  additional  shares of our  common  stock  after the  acquisition  is
consummated.  Upon the  completion  of our proposed  acquisition  of MailKey and
assuming the conversion of the aforementioned shares of our Series B Convertible
Preferred  Stock,  we expect  the  number of shares of common  stock held by our
current  stockholders  to  represent  between 15% and 20% of our then issued and
outstanding shares of common stock.

         Our agreement to merge with MailKey is contingent upon several factors,
including but not limited to:

     o    the  negotiation,  preparation  and  execution of a definitive  merger
          agreement;

     o    our receipt of $250,000 in financing;

     o    the receipt by the parties to the merger  agreement  of all  necessary
          board and shareholder approvals and third party consents; and

     o    the  completion of due diligence  investigations  by MailKey and us of
          each other's business,  operations,  financial condition and prospects
          to the sole satisfaction of the party conducting the investigation.

         Upon the consummation of our proposed acquisition of MailKey, we intend
to  effectuate  a reverse  stock  split of our  shares of  common  stock  and/or
increase the number of shares of common stock we are authorized to issue.

         In the event we are unable to complete the  acquisition of MailKey,  we
plan to identify one or more other  suitable  operating  companies with which to
merge.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30,  2003,  our primary  sources of  financing  consisted  of a
$550,000  principal amount 14% Secured  Convertible Note (the "September  Note")
dated  September  17, 2002 issued to Trident  Growth  Fund,  L.P.,  f/k/a Gemini
Growth  Fund,  L.P.  ("Trident")  and a  $400,000  principal  amount 9%  Secured
Convertible  Note (the "January Note"; and together with the September Note, the
"Trident Notes") dated January 16, 2003 issued to Trident.

         The September  Note accrued  interest at a rate of 14 percent per annum
payable monthly in arrears,  was secured by substantially all of our assets, had
a  maturity  date of  September  30,  2003 and could be  prepaid in whole at our
option on any interest  payment date. The September Note was  convertible at any
time at the option of the holder  into  shares of common  stock at a  conversion
price of $1.50 per share,  subject to downward  adjustment  in the event that we
issued shares of common stock or securities  convertible  into common stock at a
purchase or conversion  price, as applicable,  less than the conversion price in
effect at the time of such issuance.


                                       8
<PAGE>

         The January  Note  accrued  interest at the rate of 9 percent per annum
payable monthly in arrears,  was secured by substantially all of our assets, had
a maturity  date of January 31, 2004 and could be prepaid in whole at our option
on any interest  payment date. The January Note was convertible at the option of
the holder into shares of our common  stock at a  conversion  price of $1.50 per
share,  subject to  downward  adjustment  in the event that we issued  shares of
common  stock or  securities  convertible  into  common  stock at a purchase  or
conversion price, as applicable, less than the conversion price in effect at the
time of such issuance.

         In  connection  with the  issuance  of the  January  Note,  we issued a
warrant to Trident to  purchase  100,000  shares of common  stock at an exercise
price of $1.50 per share.  The warrant is  exercisable in full and terminates on
January 16, 2008.  The exercise  price  applicable  to the warrant is subject to
downward  adjustment  in the  event  that we issue  shares  of  common  stock or
securities  convertible  into  common  stock at a purchase  price or  conversion
price, as applicable, less than the exercise price in effect at the time of such
issuance.

         The Trident Notes required compliance with several financial covenants,
the  failure  to  satisfy  any of which  would  constitute  an event of  default
thereunder.  Upon the occurrence of an event of default,  the Trident Notes were
subject to a default  interest  rate of 18% per annum and Trident had the option
to declare the entire principal amount  immediately due and payable.  In January
2003,  we received a waiver from Trident from  compliance  with certain of these
financial covenants for a period of six months. As consideration for the waiver,
we issued to Trident a warrant to purchase an additional 25,000 shares of common
stock at an exercise  price of $1.50 per share.  The warrant is fully vested and
terminates five (5) years from the date of grant.

         On September  2, 2003,  we issued  4,000,000  shares of common stock to
Trident in connection with its conversion of the $942,000  principal  amount due
under the  Trident  Notes.  In order to induce  Trident to convert  the  Trident
Notes, we reduced the conversion  price of the Trident Notes to $.235 per share,
reduced the  exercise  price  applicable  to the  outstanding  warrants  held by
Trident to $.25 per share,  and issued a warrant to Trident to purchase  200,000
shares of common  stock at an exercise  price of $.25 per share.  The warrant is
fully vested and terminates five (5) years from the date of grant.

         We agreed to file a registration  statement  covering the public resale
of the shares of common stock issued upon conversion or exercise, as applicable,
of the  Trident  Notes  and  warrant,  and to have such  registration  statement
declared effective by the Securities  Exchange Commission within 180 days of the
original  issuance  dates of the  Trident  Notes.  We  failed  to  satisfy  this
obligation.  As a result,  for each full month during which such a  registration
statement  is not in  effect,  Trident  has the  right  to  require  us to issue
additional  shares of  common  stock to  Trident  equal in number to 0.1% of our
shares outstanding on each day that no such registration statement is in effect.
As of the date of this Report,  we have not received  notification  from Trident
that it intends to enforce its right to receive these additional shares.

         The forgoing  constitutes our principal sources of financing during the
past twelve months.  We do not currently  maintain a line of credit or term loan
with any commercial  bank or other financial  institution.  To date, our capital


                                       9
<PAGE>

needs have been  principally  met through the receipt of proceeds  from sales of
our equity and debt securities.

         We  believe  that our cash  resources  are  currently  insufficient  to
sustain our operations and that we will need to obtain additional cash resources
within  the  next  twelve  (12)  months  through  sales  of our  debt or  equity
securities in order to execute our business plan.

ITEM 7. FINANCIAL STATEMENTS

         See Financial Statements beginning on page F-1.


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

         None.

ITEM 8A.       CONTROLS AND PROCEDURES

         An  evaluation of the  effectiveness  of our  "disclosure  controls and
procedures"  (as such term is defined in Rules  13a-15(e)  or  15d-15(e)  of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")) was carried
out by us under the  supervision  and with the  participation  of our  President
("President")  and  Treasurer  ("Treasurer").  Based upon that  evaluation,  our
President and Treasurer  concluded  that, as of the end of the period covered by
this Annual  Report,  our disclosure  controls and procedures  were effective to
ensure that  information  we are required to disclose in reports that we file or
submit under the Exchange Act is recorded,  processed,  summarized  and reported
within the time periods  specified  in the  Securities  and Exchange  Commission
rules and forms. There has been no change in our internal control over financial
reporting identified in connection with that evaluation that occurred during the
period  covered by this Report that has  materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.


                                    PART III

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

         The  following  sets forth certain  information  about our director and
executive officer.

NAME                   AGE                     POSITIONS HELD
----                   ---                     --------------

Mark A. Bush            44         President, Treasurer, Secretary and Director


         The  following  is a brief  summary of the business  experience  of the
above-named individual:


                                       10
<PAGE>

         MARK A. BUSH has  served as our  President,  Treasurer,  Secretary  and
director since January 23, 2003.  Since  September  1990, Mr. Bush has served as
the  President and a director of Touchstone  Resources,  Ltd., a Houston,  Texas
based oil and gas exploration and development company whose shares are traded on
the TSX Venture  Exchange.  Since 1996,  Mr. Bush has served as the President of
Fortis Energy, Inc. Mr. Bush has been involved in the oil and gas industry since
1980 and has extensive experience in project acquisitions,  contract negotiation
and evaluating and reviewing oil and gas projects.

BOARD OF DIRECTORS

         Directors  are  elected at the annual  meeting  of  stockholders  or by
unanimous  written consent of the  stockholders,  and each director holds office
until his successor is appointed or he resigns,  unless sooner removed.  Mark A.
Bush was  appointed  on January  23,  2003 to serve as the sole  director of the
Company to fill the  vacancy  caused by the  resignation  of our sole  director.
Officers are elected and serve at the discretion of the Board.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the U.S.  Securities  and  Exchange  Act of 1934,  as
amended (the "Exchange Act"),  requires the Company's officers and directors and
persons who own greater than ten percent (10%) of the Company's  common stock to
file with the  Securities and Exchange  Commission  ("SEC")  initial  reports of
ownership and reports of changes in beneficial ownership of the Company's common
stock. Such officers,  directors and greater than ten percent (10%) stockholders
are also required by applicable  SEC rules to furnish the Company with copies of
all forms filed with the SEC  pursuant  to Section  16(a) of the  Exchange  Act.
Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from such persons that no other  reports were required
for such  persons,  the Company  believes that during the fiscal year ended June
30, 2003,  all Section  16(a) filing  requirements  applicable  to the Company's
officers,  directors  and  greater  than ten  percent  (10%)  stockholders  were
satisfied  in a timely  fashion,  except that Mark A. Bush did not file a Form 3
upon his appointment as our President,  Treasurer and director, and did not file
a Form 4 upon his acquisition of 350,000 shares of common stock.

ITEM 10. EXECUTIVE COMPENSATION

         Since our formation on July 20, 2000, none of our officers or directors
has been paid any  compensation,  and we do not  intend to pay our  officers  or
directors any compensation in the immediate future. The determination of whether
to pay  compensation  to our officers and directors is made from time to time by
our Board of  Directors.  Our  officers and  directors  are  reimbursed  for any
out-of-pocket expenses incurred on our behalf.




                                       11
<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth,  as of September 23, 2003,  information
with  respect to the  securities  holdings  of all  persons  which the  Company,
pursuant  to  filings  with  the  Securities  and  Exchange  Commission  and the
Company's  stock  transfer  records,  has  reason to  believe  may be deemed the
beneficial  owners of more than five percent (5%) of the  Company's  outstanding
common  stock.  The  following  table  also sets  forth,  as of such  date,  the
beneficial  ownership  of  the  Company's  common  stock  by  all  officers  and
directors, individually and as a group.

<TABLE>
<CAPTION>
                                                                        AMOUNT AND NATURE
                                                                          OF BENEFICIAL             PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER                                      OWNERSHIP (1)            OF CLASS (1)
------------------------------------                                      -------------            ------------
<S>                                                                      <C>                          <C>
Mark A. Bush
5858 Westheimer Street                                                      350,000                    1.5%
Suite 708
Houston, TX 77057

Gerald T. Harrington
209 Blackberry Hill Drive                                                  9,450,000                   40.5%
Wakefield, RI 02979

Trident Growth Fund, L.P.
700 Gemini Road                                                          4,325,000 (2)                 18.5%
Suite 104
Houston, TX 77058

All directors and executive officers as a group
(1 person)                                                                  350,000                    1.5%
</TABLE>

---------------------
(1) The  securities  "beneficially  owned" by an  individual  are  determined in
accordance  with the  definition  of  "beneficial  ownership"  set  forth in the
regulations   promulgated  under  the  Securities  Exchange  Act  of  1934  and,
accordingly,  may include  securities owned by or for, among others,  the spouse
and/or minor children of an individual and any other relative who resides in the
same  home as such  individual,  as well as other  securities  as to  which  the
individual has or shares voting or investment power or which each person has the
right to acquire  within 60 days through the  exercise of options or  otherwise.
Beneficial  ownership may be disclaimed  as to certain of the  securities.  This
table has been prepared based on 23,350,000  shares of common stock  outstanding
as of September 23, 2003.

(2) Includes 325,000 shares issuable upon exercise of warrants.


                                       12
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LOANS FROM CONTINENTAL SOUTHERN RESOURCES, INC.

         In August and  September,  2002,  we borrowed a total of $475,000  from
Continental  Southern Resources,  Inc.  ("Continental  Southern  Resources"),  a
company whose shares are traded on the OTC Bulletin Board, pursuant to unsecured
10% promissory  notes.  $352,500  principal amount of the notes were repaid.  On
October 5, 2002,  in full  satisfaction  of the  $122,500  balance due under the
notes,  we entered into an assignment  and release  agreement  with  Continental
Southern Resources pursuant to which we assigned our rights under a secured note
issued by an unrelated  third party to Continental  Southern  Resources which is
due October 31, 2003. At the time of the  transaction,  Gerald T. Harrington was
our sole officer and  director.  Gerald  Harrington is the brother of Stephen P.
Harrington,  the current  Chief  Executive  Officer and Chairman of the Board of
Directors of Continental Southern Resources.

DISPOSITION OF INTEREST IN LOUISIANA SHELF PARTNERS, L.P.

         On December 30, 2002,  we  purchased  two units of limited  partnership
interests in Louisiana  Shelf  Partners,  L.P.  from Trident in exchange for the
issuance  of 666,667  shares of our Series A  Convertible  Preferred  Stock.  In
September  2003,  we sold these two units of  limited  partnership  interest  to
Trident in exchange  for 666,667  shares of our Series A  Convertible  Preferred
Stock. Trident is one of our principal stockholders.



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) The following documents are filed as part of this Report.  Portions
of Item 13 are submitted as separate sections of this Report:

                  (1) Financial statements filed as part of this Report:

                           Report of Independent Certified Public Accountants

                           Balance Sheets at June 30, 2003 and 2002

                           Statement  of  Operations  for the fiscal years ended
                           June 30,  2003 and  2002 and the  period  of July 20,
                           2000 (date of inception) through June 30, 2003

                           Statement  of  Shareholders'  Equity  for the  fiscal
                           years  ended  June 30,  2002 and 2001 and the  period
                           July 20, 2000 (date of  inception)  through  June 30,
                           2003

                           Statement  of Cash Flows for the years ended June 30,
                           2003 and  2002 and the  period  ended  July 20,  2000
                           (date of inception) through June 30, 2003


                                       13
<PAGE>

                                                                          Page
                                                                        -------

Report of Independent Auditors                                            F-2

Balance Sheet at June 30, 2003                                            F-3

Statements of Operations for the years ended June 30, 2003 and 2002,
     and from July 20, 2000 (inception) through June 30, 2003             F-4

Statement of Changes in Shareholders' Deficit for the period from
     July 20, 2000 (inception) through June 30, 2003                      F-5

Statements of Cash Flows for the years ended June 30, 2003 and 2002,
     and from July 20, 2000 (inception) through June 30, 2003             F-6

Notes to Financial Statements                                             F-7




                                       F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Shareholders
International Travel CD's, Inc.:


We have audited the  accompanying  balance sheet of  International  Travel CD's,
Inc.  (a  development  stage  company)  as of June  30,  2003,  and the  related
statements of operations,  changes in shareholders'  deficit, and cash flows for
the years  ended  June 30,  2003 and 2002,  and from July 20,  2000  (inception)
through June 30, 2003. 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 audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of  International  Travel CD's,
Inc., as of June 30, 2003,  and the results of its operations and its cash flows
for the years ended June 30, 2003 and 2002,  and from July 20, 2000  (inception)
through  June  30,  2003 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 on a going concern  basis.  As discussed in Note 1 to the
financial  statements,  the Company's  significant  operating losses and working
capital  deficiency  raises  substantial  doubt about the  Company's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.




Cordovano and Harvey, P.C.
Denver, Colorado
September 12, 2003



                                      F-2
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 Balance Sheet

                                  June 30, 2003

<TABLE>
<CAPTION>
                                     Assets
Current assets:
<S>                                                                           <C>
    Cash ............................................................         $       642
                                                                              -----------
                  Total current assets ..............................                 642

Notes receivable (Note 3) ...........................................             380,800
Accrued interest receivable (Note 3) ................................              36,350
Investment, at cost (Note 6) ........................................           1,500,000
                                                                              -----------

                                                                              $ 1,917,792
                                                                              ===========

                       Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable and accrued liabilities ........................         $    75,178
    Notes payable (Note 4) ..........................................             942,000
    Accrued interest payable (Note 4) ...............................               5,990
                                                                              -----------
                  Total current liabilities .........................           1,023,168
                                                                              -----------

Shareholders' equity (Note 5):
    Series A Convertible Preferred stock, $1.50 stated value; 766,667
       share authorized; 766,667 shares issued and outstanding ......           1,150,000
    Common stock, no par value;  100,000,000 shares authorized,
       19,350,000 shares issued and outstanding .....................             102,896
    Common stock warrants - 125,000 outstanding .....................              24,000
    Additional paid-in capital ......................................             173,951
    Deficit accumulated during development stage ....................            (556,223)
                                                                              -----------

                  Total shareholders' equity ........................             894,624
                                                                              -----------

                                                                              $ 1,917,792
                                                                              ===========
</TABLE>


                 See accompanying notes to financial statements

                                       F-3
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                                 July 20, 2000
                                                                  Years Ended                     (Inception)
                                                                    June 30,                         Through
                                                      ----------------------------------             June 30,
                                                          2003                  2002                   2003
                                                      ------------          ------------          ------------
<S>                                                   <C>                   <C>                   <C>
Revenue .....................................         $         --          $         --          $      5,000
                                                      ------------          ------------          ------------
Costs and expenses:
    Stock-based compensation (Notes 2 and 5):
       Personnel ............................                   --                    --                66,000
       Legal ................................                   --                    --                 5,000
       Consulting ...........................                   --                    --                 9,000
    Professional fees .......................               55,304                73,901               146,650
    Rent ....................................                   --                    --                 1,500
    Contributed rent (Note 2) ...............                1,200                 1,200                 2,400
    Contributed services (Note 2) ...........              120,000                45,225               165,225
    Sales and marketing .....................                1,100                 1,200                10,300
    Travel and entertainment ................                   --                    --                 1,818
    Depreciation ............................                   --                   804                 1,421
    Loss on disposal of asset ...............                   --                 1,800                 1,800
    Interest expense ........................              172,267                    --               172,267
    Interest income .........................              (36,350)                   --               (36,350)
    Other general and administrative expenses                7,006                 1,881                14,192
                                                      ------------          ------------          ------------
                    Total costs and expenses               320,527               126,011               561,223
                                                      ------------          ------------          ------------

                    Loss before income taxes              (320,527)             (126,011)             (556,223)

Income tax provision (Note 6) ...............                   --                    --                    --
                                                      ------------          ------------          ------------

                    Net loss ................         $   (320,527)             (126,011)         $   (556,223)
                                                      ============          ============          ============

Basic and diluted loss per share ............         $      (0.02)                (0.01)
                                                      ============          ============

Basic and diluted weighted average
    common shares outstanding ...............           19,350,000            24,334,615
                                                      ============          ============
</TABLE>


                 See accompanying notes to financial statements

                                       F-4
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 Statement of Changes in Shareholders' Deficit


<TABLE>
<CAPTION>

                                                 Series A Convertible
                                                    Preferred Stock          Common Stock                      Common
                                                ----------------------- ------------------------                Stock
                                                  Shares      Amount      Shares       Amount      Warrants    Capital
                                                ----------- ----------- -----------  -----------  ----------- -----------
<S>                                             <C>         <C>         <C>          <C>          <C>         <C>
Balance at July 20, 2000 (inception) ..........          -- $        --          --  $        --  $        -- $        --

July 2000, common stock issued to founders
    for services rendered, valued at $.02/share
    (Note 2) ..................................          --          --   3,300,000       66,000           --          --
July 2000, common stock issued for legal
    services valued at $.02/share (Note 5) ....          --          --     250,000        5,000           --          --
July 2000, common stock issued for consulting
    services valued at $.02/share (Note 5) ....          --          --     450,000        9,000           --          --
August 22, 2000 through  November 8, 2000,
    sale of common  stock at  $.02/share
    pursuant to a private offering, net of
    offering costs of $5,904 (Note 5) .........          --          --   1,500,000       24,096           --          --
March 2001, working capital contributed by
    president (Note 2) ........................          --          --          --           --           --       2,500
Net loss ......................................          --          --          --           --           --          --
                                                ----------- ----------- -----------  -----------  ----------- -----------

Balance at June 30, 2001 ......................          --          --   5,500,000      104,096           --       2,500

April 2002, redemption of common stock
    from officer ($.001/share) (Note 5) .......          --          --  (1,200,000)      (1,200)          --       1,200
April 2002, common stock split (Note 5) .......          --          --  15,050,000           --           --          --
Working capital contributed by officers
    (Note 2) ..................................          --          --          --           --           --       2,626
Services contributed by officers (Note 2) .....          --          --          --           --           --      45,225
Office space contributed by officers (Note 2) .          --          --          --           --           --       1,200
Net loss ......................................          --          --          --           --           --          --
                                                ----------- ----------- -----------  -----------  ----------- -----------

Balance at June 30, 2002 ......................          --          --  19,350,000      102,896           --      52,751

December 2002, preferred stock issued to
    acquire investment in Louisiana Shelf
    Partners, L.P. (Note 5) ...................     766,667   1,150,000          --           --           --          --
January 2003, warrants granted to debt holder
    as debt issue costs (Note 5) ..............          --          --          --           --       19,200          --
June 2003, warrants granted to debt holder
    as payment for failed covenants (Note 5) ..          --          --          --           --        4,800          --
Services contributed by officers (Note 2) .....          --          --          --           --           --     120,000
Office space contributed by officers (Note 2) .          --          --          --           --           --       1,200
Net loss ......................................          --          --          --           --           --          --
                                                ----------- ----------- -----------  -----------  ----------- -----------

Balance at June 30, 2003 ......................     766,667 $ 1,150,000  19,350,000  $   102,896  $    24,000 $   173,951
                                                =========== =========== ===========  ===========  =========== ===========

<CAPTION>
                                                               Deficit
                                                              Accumulated
                                                 Additional     During
                                                  Paid-In    Development
                                                   Stage        Total
                                                -----------  -----------
<S>                                             <C>          <C>
Balance at July 20, 2000 (inception) .......... $        --  $        --

July 2000, common stock issued to founders
    for services rendered, valued at $.02/share
    (Note 2) ..................................          --       66,000
July 2000, common stock issued for legal
    services valued at $.02/share (Note 5) ....          --        5,000
July 2000, common stock issued for consulting
    services valued at $.02/share (Note 5) ....          --        9,000
August 22, 2000 through  November 8, 2000,
    sale of common  stock at  $.02/share
    pursuant to a private offering, net of
    offering costs of $5,904 (Note 5) .........          --       24,096
March 2001, working capital contributed by
    president (Note 2) ........................          --        2,500
Net loss ......................................    (109,685)    (109,685)
                                                -----------  -----------

Balance at June 30, 2001 ......................    (109,685)      (3,089)

April 2002, redemption of common stock
    from officer ($.001/share) (Note 5) .......          --           --
April 2002, common stock split (Note 5) .......          --           --
Working capital contributed by officers
    (Note 2) ..................................          --        2,626
Services contributed by officers (Note 2) .....          --       45,225
Office space contributed by officers (Note 2) .          --        1,200
Net loss ......................................    (126,011)    (126,011)
                                                -----------  -----------

Balance at June 30, 2002 ......................    (235,696)     (80,049)

December 2002, preferred stock issued to
    acquire investment in Louisiana Shelf
    Partners, L.P. (Note 5) ...................          --    1,150,000
January 2003, warrants granted to debt holder
    as debt issue costs (Note 5) ..............          --       19,200
June 2003, warrants granted to debt holder
    as payment for failed covenants (Note 5) ..          --        4,800
Services contributed by officers (Note 2) .....          --      120,000
Office space contributed by officers (Note 2) .          --        1,200
Net loss ......................................    (320,527)    (320,527)
                                                -----------  -----------

Balance at June 30, 2003 ...................... $  (556,223) $   894,624
                                                ===========  ===========
</TABLE>


                 See accompanying notes to financial statements

                                       F-5
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            Statement of Cash Flows



<TABLE>
<CAPTION>
                                                                                                      July 20, 2000
                                                                                                       (Inception)
                                                             Years Ended                                 Through
                                                               June 30,                                  June 30,
                                                                 2003                  2002                2003
                                                              -----------          -----------          -----------
Cash flows from operating activities:
<S>                                                           <C>                  <C>                  <C>
    Net loss ........................................         $  (320,527)         $  (126,011)         $  (556,223)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
         Depreciation ...............................                  --                  804                1,421
         Stock-based compensation (Notes 2 and 5) ...                  --                   --               80,000
         Stock issued as debt issue costs (Note 5) ..              24,000                   --               24,000
         Loss on disposal of asset ..................                  --                1,800                1,800
         Services and office space contributed by
            officers (Note 2) .......................             121,200               46,425              167,625
         Changes in operating assets and liabilities:
            Receivables .............................             (36,350)               5,000              (36,350)
            Accounts payable and accrued liabilities                2,858               66,460               81,168
                                                              -----------          -----------          -----------
                    Net cash used in
                       operating activities .........         $  (208,819)         $    (5,522)         $  (236,559)
                                                              -----------          -----------          -----------

Cash flows from investing activities:
    Purchases of equipment ..........................                  --                   --               (3,221)
    Increase in notes receivable ....................          (1,077,300)                  --           (1,077,300)
    Proceeds from repayments of notes receivable ....             261,500                   --              261,500
    Payment for investment in limited partnership ...            (350,000)                  --             (350,000)
                                                              -----------          -----------          -----------
                    Net cash used in
                       investing activities .........          (1,165,800)                  --           (1,169,021)
                                                              -----------          -----------          -----------

Cash flows from financing activities:
    Proceeds from the sale of common stock, net of
       offering costs ...............................                  --                   --               24,096
    Proceeds from the issuance of notes payable .....           1,797,500               22,000            1,819,500
    Repayment of notes payable ......................            (423,200)             (19,300)            (442,500)
    Working capital contributed by officers .........                  --                2,626                5,126
                                                              -----------          -----------          -----------
                    Net cash provided by
                       financing activities .........           1,374,300                5,326            1,406,222
                                                              -----------          -----------          -----------

                       Net change in cash ...........                (319)                (196)                 642

Cash, beginning of period ...........................                 961                1,157                   --
                                                              -----------          -----------          -----------

Cash, end of period .................................         $       642          $       961          $       642
                                                              ===========          ===========          ===========

Supplemental disclosure of cash flow information:
    Income taxes ....................................         $        --          $        --          $        --
                                                              ===========          ===========          ===========
    Interest ........................................         $   142,277          $        --          $   142,277
                                                              ===========          ===========          ===========

Non-cash financing activities:
    Redemption of common stock from an officer ......         $        --          $    (1,200)         $    (1,200)
                                                              ===========          ===========          ===========
    Reduction of notes receivable through Assignment
       and Release Agreement (Note 3) ...............         $   435,000          $        --          $   435,000
                                                              ===========          ===========          ===========
    Reduction of notes payable through Assignment
       and Release Agreement (Note 4) ...............         $  (435,000)         $        --          $  (435,000)
                                                              ===========          ===========          ===========
    Investment in limited partnership in exchange for
       preferred stock (Note 5) .....................         $(1,150,000)         $        --          $(1,150,000)
                                                              ===========          ===========          ===========
</TABLE>

                 See accompanying notes to financial statements

                                       F-6
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A)    ORGANIZATION AND BASIS OF PRESENTATION

              International  Travel CD's, Inc. (the "Company") was  incorporated
              in Colorado on July 20, 2000. The Company was initially  formed to
              address  the  specific  needs of hotels  and  travel  agencies  by
              providing CD ROMs that feature a collection  of digital  brochures
              of the top hotels in the Asia Pacific  Region to be distributed to
              major travel agencies.

              In  December  2001,  sixty  percent  of the  Company's  issued and
              outstanding common stock was sold resulting in a change in control
              of the Company.  In April 2002, the Company terminated its digital
              services activities and implemented a new business plan.

              The Company  intended to become a multimedia  entertainment  group
              with  a  focus  on  developing  entertainment  content.  Areas  of
              operations   were  to  include  film   production,   record  label
              operations,  a music publishing division, a television  production
              division, and an artist/athlete management division.

              SHARE EXCHANGE AGREEMENT

              On April 26,  2002,  the  Company  entered  into a Share  Exchange
              Agreement pursuant to which Mr. Chris Schwartz was to tender to us
              all  of  the  capital  stock  of   Metropolitan,   a  Pennsylvania
              corporation that operates a recording studio in Philadelphia,  PA,
              and in  addition  owns  (i)  all of the  membership  interests  of
              Ruffnation  Films, a Pennsylvania  limited  liability company that
              operates a film company in  Philadelphia,  PA, and (ii) all of the
              membership  interests of Snipes, a Pennsylvania  limited liability
              company that is the producer of the first full length film project
              of Ruffnation  Films.  These securities were to be tendered to the
              Company in  exchange  for  4,000,000  newly  issued  shares of the
              Company's  common stock and  1,000,000  newly issued shares of the
              Company's Series A convertible preferred stock.

              A condition to closing the transactions  contemplated by the Share
              Exchange  Agreement was that the Company raise at least $5,000,000
              in a private  offering of its common stock.  The Company could not
              raise the required  funding  because of market  conditions  and in
              September  2002, the parties  mutually  agreed to terminate  their
              agreements.

              INVESTMENT IN OIL AND GAS INDUSTRY

              Effective  December 30, 2002, the Company acquired a three percent
              interest in Louisiana Shelf Partners, L.P. ("LSP") in exchange for
              the  issuance  of  766,667  shares  of  the  Company's   Series  A
              convertible  preferred  stock  and  $350,000  (see  Note  7).  The
              Company's Series A convertible preferred stock is convertible into
              the Company's  common stock at a price of $1.50 per share.  LSP is
              engaged in the oil,  gas and  minerals  industry.  On December 16,
              2002,  LSP acquired all rights,  title and interest in an oil, gas
              and mineral  lease  designated as State Lease 17666 from the State
              of Louisiana.

              GOING CONCERN

              The  Company  has  suffered  significant  operating  losses  since
              inception,  has a working capital deficiency at June 30, 2003, and
              inherent  in  the   Company's   business  are  various  risks  and
              uncertainties, including its limited operating history, historical
              operating  losses and  under-capitalization.  These  factors raise
              substantial  doubt  about the  Company's  ability to continue as a
              going concern.


                                      F-7
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              The financial  statements do not include any adjustments  relating
              to the recoverability and classification of liabilities that might
              be  necessary  should the Company be unable to continue as a going
              concern.  The Company's  ability to continue as a going concern is
              dependent  upon its  ability to generate  sufficient  cash flow to
              meet  obligations  on a timely  basis  and  ultimately  to  attain
              profitability.  The Company will require both short-term financing
              for operations and long-term capital to fund expected growth.  The
              Company's  management  intends to obtain working  capital  through
              debt  financings  and/or  equity  offerings to fund the  Company's
              operations.  There  is no  assurance  that  the  Company  will  be
              successful in its efforts to raise  additional  working capital or
              achieve  profitable  operations.  The financial  statements do not
              include any adjustments that might result from the outcome of this
              uncertainty.

       (B)    DEVELOPMENT STAGE COMPANY

              The  Company  is in  the  development  stage  in  accordance  with
              Statements  of  Financial   Accounting   Standards  (SFAS)  No.  7
              "Accounting and Reporting by Development Stage Enterprises".

       (C)    USE OF ESTIMATES

              The  preparation  of  financial   statements  in  accordance  with
              generally accepted  accounting  principles  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 date of financial  statements and the reported
              amounts of revenues  and  expenses  during the  reporting  period.
              Actual results could differ from those estimates.

       (D)    CASH AND CASH EQUIVALENTS

              The Company  considers all highly liquid  securities with original
              maturities  of  three  months  or less  when  acquired  to be cash
              equivalents. The Company had no cash equivalents at June 30, 2003.

       (E)    INCOME TAXES

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

       (F)    SALES AND MARKETING COSTS

              The Company  expenses the cost of  advertising  and  promoting its
              services  as  incurred.  Such  costs  are  included  in sales  and
              marketing expense in the accompanying financial statements.

       (G)    STOCK-BASED COMPENSATION

              The Company accounts for stock-based compensation  arrangements in
              accordance   with  SFAS  No.  123,   "Accounting  for  Stock-Based
              Compensation," which permits entities to recognize as expense over
              the vesting period the fair value of all stock-based awards on the
              date of grant.  Alternatively,  SFAS No.  123 allows  entities  to
              continue to apply the  provisions  of Accounting  Principle  Board
              ("APB")  Opinion No. 25 and provide pro forma net earnings  (loss)
              disclosures   for  employee   stock   option   grants  as  if  the
              fair-value-based  method defined in SFAS No. 123 had been applied.


                                      F-8
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              The Company has elected to continue to apply the provisions of APB
              Opinion  No.  25.  For stock  issued to  officers,  the fair value
              approximates  the  intrinsic  value.   Therefore,   no  pro  forma
              disclosures are presented.

       (H)    LOSS PER COMMON SHARE

              Basic earnings per share are calculated  using income available to
              common  shareowners  divided  by the  weighted  average  of common
              shares  outstanding during the year. Diluted earnings per share is
              similar  to basic  earnings  per share  except  that the  weighted
              average of common shares  outstanding  is increased to include the
              number  of   additional   common   shares  that  would  have  been
              outstanding  if the  dilutive  potential  common  shares,  such as
              options or  warrants,  had been  issued.  The  Company had 125,000
              common stock warrants  outstanding at June 30, 2003; however,  the
              warrants  are not  included  in the  diluted  earnings  per  share
              calculation as the warrants would be anti-dilutive.

       (I)    FOREIGN CURRENCY TRANSLATIONS

              All of the Company's  transactions were conducted in United States
              dollars for the period from July 20, 2000 (inception) through June
              30,  2003.  Accordingly,  no gains or losses on  foreign  currency
              translation adjustments are included in the accompanying financial
              statements.

       (J)    FISCAL YEAR-END

              The Company's fiscal year-end is June 30.

(2)    RELATED PARTY TRANSACTIONS

              CONTRIBUTED OFFICE SPACE

              Officers  contributed  office  space to the  Company for the years
              ended June 30, 2003 and 2002.  The office space was valued at $100
              per  month  based  on the  market  rate in the  local  area and is
              included in the accompanying  financial  statements as contributed
              rent with a corresponding credit to additional paid-in capital.

              CONTRIBUTED SERVICES

              Officers  contributed  time and  effort to the  Company  valued at
              $120,000  and  $45,225 for the years ended June 30, 2003 and 2002,
              respectively.  The time and  effort  was  valued  by the  officers
              between  $25 and  $100 per hour  based  on the  level of  services
              performed and is included in the accompanying financial statements
              as contributed  services with a corresponding credit to additional
              paid-in capital.

              WORKING CAPITAL CONTRIBUTIONS

              During the year ended June 30, 2002 and the period  ended June 30,
              2001, officers contributed $2,626 and $2,500, respectively, to the
              Company  for  working  capital.  The  $5,126  is  included  in the
              accompanying financial statements as additional paid-in capital.

              COMMON STOCK

              On July 21, 2000,  the Company issued  3,300,000  shares of its no
              par value  common stock to certain  officers and  directors of the
              Company in exchange for  services  related to the  organizing  the
              Company.  The value of these  services  was  recorded  at $66,000,
              based  on  the  fair  value  of the  Company's  common  stock,  as
              determined   by  the  Board  of   Directors,   after   considering
              contemporaneous sales and other analysis.



                                      F-9
<PAGE>


                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


(3)    NOTES RECEIVABLE

              During the year ended June 30, 2003, the Company issued promissory
              notes receivable  totaling $1,077,300 of which $261,500 was repaid
              prior to June 30, 2003. An additional  $435,000 of the  promissory
              notes was satisfied  through an Assignment and Release  Agreement.
              The remaining $380,800 was outstanding at June 30, 2003. The notes
              matured in June 2003 and are  currently in default;  however,  the
              borrower  is still  performing  on the notes.  The notes  carry an
              interest rate of 12 percent. Accrued interest on the notes totaled
              $36,350 at June 30, 2003.

(4)    NOTES PAYABLE

              During the year ended June 30, 2003, the Company issued promissory
              notes payable  totaling  $1,797,500 and repaid a total of $423,200
              (including  the $2,700 balance  outstanding at June 30, 2002).  An
              additional  $435,000 of promissory notes was satisfied  through an
              Assignment and Release Agreement.

              $535,000 of the notes payable was issued to related  parties,  all
              of which was repaid prior to June 30, 2003.

              At June 30, 2003,  the Company's  notes  payable  consisted of two
              convertible  promissory  notes  payable in the amounts of $542,000
              and $400,000, both held by Trident Growth Fund, L.P. ("Trident").

              TRIDENT NOTE #1

              During  September 2002, the Company issued a $550,000  convertible
              promissory  note to Trident.  The Company repaid $8,000 in January
              2003.

              This  note  carries  an  interest   rate  of  14  percent  and  is
              convertible  into the Company's  common stock at the rate of $1.50
              per share at the  option of the  lender.  The note is  secured  by
              300,000  shares  of  common  stock in an  affiliated  corporation,
              Continental  Southern  Resources,  Inc,  and a  guaranty  by  1025
              Investments,  Inc., a shareholder  of the Company.  $37,500 of the
              note's  initial  proceeds was repaid to Trident as a loan fee, and
              is included in the accompanying  condensed financial statements as
              interest expense. The note matures on September 30, 2003 (see Note
              7). The note also carries the following financial covenants:

                     1.     CASH  INTEREST  COVERAGE - Until the maturity  date,
                            the Company  shall  maintain a  consolidated  EBITDA
                            ratio,  based on the Company's  quarterly  financial
                            statements, of 2.0 or greater.

                     2.     CASH  FLOW  COVERAGE   RATIO  -  The  ratio  of  the
                            Company's  cash  flow  to the  sum  of (a)  interest
                            expense and (b) scheduled  principal  payments to be
                            paid over the 12 months following the  determination
                            date,  shall at all times exceed the ratio of 1.5 to
                            1.0.

                     3.     CURRENT  RATIO  - The  Company  will  at  all  times
                            maintain  a  current  ratio of not less  than 1.5 to
                            1.0.

                     4.     ACTUAL VS. BUDGET - The Company shall on a quarterly
                            basis achieve 75 percent of its budgeted revenue and
                            income.

              TRIDENT NOTE #2



                                      F-10
<PAGE>


                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              During  January 2003,  the Company  issued a $400,000  convertible
              promissory note to Trident.

              This note carries an interest rate of 9 percent and is convertible
              into the Company's  common stock at the rate of $1.50 per share at
              the  option  of  the  lender.  The  note  is  guaranteed  by  1025
              Investments,  Inc., a shareholder  of the Company.  $30,000 of the
              note's  initial  proceeds was repaid to Trident as a loan fee, and
              has been recorded as interest  expense.  In addition,  the Company
              granted  Trident common stock warrants to purchase  100,000 shares
              of the Company's common stock at $1.50 per share. The note matures
              on  January  31,  2004 (see Note 7).  The note  also  carries  the
              following financial covenants:

                     1.     CASH  INTEREST  COVERAGE - Until the maturity  date,
                            the Company  shall  maintain a  consolidated  EBITDA
                            ratio,  based on the Company's  quarterly  financial
                            statements, of 2.0 or greater.

                     2.     CASH  FLOW  COVERAGE   RATIO  -  The  ratio  of  the
                            Company's  cash  flow  to the  sum  of (a)  interest
                            expense and (b) scheduled  principal  payments to be
                            paid over the 12 months following the  determination
                            date,  shall at all times exceed the ratio of 1.5 to
                            1.0.

                     3.     CURRENT  RATIO  - The  Company  will  at  all  times
                            maintain  a  current  ratio of not less  than 1.5 to
                            1.0.

                     4.     ACTUAL VS. BUDGET - The Company shall on a quarterly
                            basis achieve 75 percent of its budgeted revenue and
                            income.

              As of June 30,  2003,  the Company  granted  Trident  common stock
              warrants to purchase an additional  25,000 shares of the Company's
              common  stock at $1.50  per  share as a  penalty  for not  meeting
              financial covenants.

 (5)   SHAREHOLDERS' DEFICIT

              SALES AND ISSUANCES OF COMMON STOCK

              The  following  transactions  were valued at the fair value of the
              Company's  common stock,  as determined by the Board of Directors,
              based on contemporaneous sales and other analysis:

                     o      During July 2000,  the Company issued 250,000 shares
                            of its no par value  common  stock in  exchange  for
                            legal  services.  The  Company  recorded  $5,000  in
                            expense.

                     o      In addition,  during July 2000,  the Company  issued
                            450,000  shares of its no par value  common stock in
                            exchange  for  consulting   services.   The  Company
                            recorded $9,000 in expense.

              During the period from  August 22,  2000 to November 8, 2000,  the
              Company sold 1,500,000 shares of its no par value common stock for
              $.02 per share in a private offering pursuant to an exemption from
              registration  under Rule 506 (a) of Regulation D of the Securities
              Act of 1933, as amended.  Net proceeds  from the offering  totaled
              $24,096, after deducting offering expenses of $5,904.

              SERIES A CONVERTIBLE PREFERRED STOCK

              Effective  December 30, 2002, the Company acquired a three percent
              interest in LSP in exchange for the issuance of 766,667  shares of
              the Company's  Series A convertible  preferred  stock and $350,000
              (see Note 7). The Company's  Series A convertible  preferred stock
              is convertible into the Company's common stock at a price of $1.50
              per share. LSP is engaged in the oil, gas and minerals industry.

              AUTHORIZED STOCK



                                      F-11
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


              On June 28, 2002, the Company's shareholders approved amendment to
              the Company's Articles of Incorporation.  The changes included the
              increase  in the number of shares of  authorized  common  stock to
              100,000,000  shares,  and an  increase  in the number of shares of
              authorized preferred stock to 10,000,000 shares.

              REGISTRATION STATEMENT

              The Company filed a Registration Statement on Form SB-2, which the
              Securities and Exchange  Commission declared effective on July 27,
              2001. The Company offered 4,000,000 shares of its common stock for
              sale to the public at $.05 per share pursuant to the  Registration
              Statement.  The Company  terminated the Registration  Statement in
              May 2002 without selling any shares.

              COMMON STOCK REDEMPTION

              During April 2002, the Company's  Board of Directors  approved the
              redemption of 1,200,000  shares of the Company's common stock from
              an officer and director.  The shares were subsequently  cancelled,
              which  reduced  the  total  number  of common  shares  issued  and
              outstanding from 5,500,000 shares to 4,300,000 shares.

              COMMON STOCK SPLIT

              On April 22, 2002,  the  Company's  Board of Directors  approved a
              four and one half to one (4.5:1)  common  stock  split.  The stock
              split was effectuated  through the granting of a dividend of three
              and one half  (3.5)  shares of common  stock for each one share of
              common stock held by shareholders  of record.  The record date for
              the stock split was April 30, 2002 and the  issuance  date was May
              1, 2002.  Following  the stock  split,  the  Company's  issued and
              outstanding  common  shares  increased  from  4,300,000  shares to
              19,350,000 shares.

              COMMON STOCK WARRANTS - NON-EMPLOYEES

              During the year ended June 30,  2003,  the Company  granted a debt
              holder warrants to purchase 125,000 shares of the Company's common
              stock.  The warrants  carry an exercise  price of $1.50 per share.
              The Company  determined  the fair value of the warrants at $24,000
              per share in accordance with SFAS 123.

              The following  schedule  summarizes  the  Company's  stock warrant
              activity:



                                      F-12
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                    Warrants Outstanding and Exercisable
                                       ---------------------------------     Weighted Average
                                       Number of          Exercise Price      Exercise Price
                                        Shares              Per Share           Per Share
                                       -------               -------             -------
<S>                                   <C>               <C>                  <C>
Balance at June 30, 2001                    --               $    --             $    --
   Warrants granted ....                    --               $    --             $    --
   Warrants exercised ..                    --               $    --             $    --
   Warrants canceled ...                    --               $    --             $    --
                                       -------               -------             -------

Balance at June 30, 2002                    --               $    --             $    --
   Warrants granted ....               125,000               $  1.50              $.1.50
   Warrants exercised ..                    --               $    --             $    --
   Warrants canceled ...                    --               $    --             $    --
                                       -------               -------             -------

Balance at June 30, 2003               125,000                $.1.50              $.1.50
                                       =======
</TABLE>

              The fair value for these  warrants  was  estimated  at the date of
              grant  using  the  Black-Scholes  option-pricing  model  with  the
              following assumptions:

              Risk-free interest rate................................   2.00%
              Dividend yield.........................................   0.00%
              Volatility factor......................................  30.00%
              Weighted average expected life.........................  1 year

              The Black-Scholes options 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 including the expected stock price volatility. Because
              the Company's  stock warrants 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 stock options.

(6)    INCOME TAXES

              A reconciliation of U.S.  statutory federal income tax rate to the
              effective rate follows for the years ended June 30, 2003 and 2002,
              and from July 20, 2000 (inception) through June 30, 2001:

<TABLE>
<CAPTION>
                                                               2003           2002           2001
                                                             -------        -------        -------
<S>                                                            <C>            <C>            <C>
         U.S. statutory federal rate, graduated .........      29.66%         18.41%         20.64%
         State income tax rate, net of federal benefit...       7.03%          3.78%          3.80%
         Contributed services and office space ..........    -13.87%         -8.17%           0.00%
         Net operating loss (NOL) for which
             no tax benefit is currently available ......    -22.82%        -14.02%        -24.44%
                                                             -------        -------        -------
                                                                0.00%          0.00%          0.00%
                                                             =======        =======        =======
</TABLE>

              At June 30, 2003, deferred tax assets consisted of a net tax asset
              of $115,991,  due to  operating  loss  carryforwards  of $388,598,
              which  was  fully  allowed  for,  in the  valuation  allowance  of
              $115,991.  The  valuation  allowance  offsets the net deferred tax
              asset for which there is no assurance



                                      F-13
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


              of recovery.  The change in the valuation  allowance for the years
              ended June 30, 2003 and 2002,  and from July 20, 2000  (inception)
              through  June 30,  2001  totaled  $73,134,  $17,668  and  $25,189,
              respectively.  The  current  tax  benefit  also  totaled  $73,134,
              $17,668  and  $25,189  for the years ended June 30, 2003 and 2002,
              and  from  July  20,  2000  (inception)  through  June  30,  2001,
              respectively.  The net operating loss carryforwards expire through
              the year 2023.

              The  valuation  allowance  will be evaluated at each balance sheet
              date, considering positive and negative evidence about whether the
              asset will be realized. At that time, the allowance will either be
              increased  or  reduced;  reduction  could  result in the  complete
              elimination of the allowance if positive  evidence  indicates that
              the value of the deferred tax asset is no longer  impaired and the
              allowance is no longer required.

                Should the Company  undergo an ownership  change,  as defined in
              Section 382 of the Internal  Revenue  Code,  the Company's tax net
              operating  loss  carryforwards  generated  prior to the  ownership
              change will be subject to an annual  limitation which could reduce
              or defer the utilization of those losses.

(7)    SUBSEQUENT EVENTS

              CONVERSION OF NOTES PAYABLE

              During September 2003, the Company reduced the conversion price of
              the common  shares  issuable  to Trident  upon  conversion  of the
              $942,000  in  promissory  notes from $1.50 per share to $.2355 per
              share.  Following  the  reduction  in  conversion  price,  Trident
              cancelled  the $942,000 in  promissory  notes and related  accrued
              interest in exchange for 4,000,000  shares of the Company's common
              stock.

              In  addition,  the  Company  reduced  the  exercise  price  of the
              warrants  held by  Trident  from $1.50 per share to $.25 per share
              and the Company granted Trident warrants to purchase an additional
              200,000 shares of the Company's  common stock at an exercise price
              of $.30 per share.

              Following  the  above  transactions,   the  Company's  issued  and
              outstanding  common  stock  increased  from  19,350,000  shares to
              23,350,000  shares and its  outstanding  warrants  increased  from
              125,000 to 325,000.

              DIVESTITURE OF INVESTMENT IN LSP

              During  September 2003, the Company  released a 2 percent interest
              in LSP in  exchange  for  the  666,667  shares  of  its  Series  A
              convertible  preferred stock originally issued for the interest in
              December 2002. The preferred shares were subsequently canceled.

              During September 2003, the Company released a 0.3 percent interest
              in LSP in  exchange  for  the  100,000  shares  of  its  Series  A
              convertible  preferred stock originally issued for the interest in
              December 2002. The preferred shares were subsequently canceled.

              During  September 2003, the Company sold a 0.7 percent interest in
              LSP in exchange for a $350,000 promissory note. The note carries a
              three percent interest rate and matures on September 25, 2004.

              Following the above transactions,  the Company's investment in LSP
              had been eliminated and all of the Company's  Series A convertible
              preferred stock had been cancelled and retired.

              PRO FORMA


                                      F-14
<PAGE>

                         INTERNATIONAL TRAVEL CD'S, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


              The following  unaudited pro forma  condensed  balance sheet gives
              effect  to  the  note  payable  and  LSP  investment   divestiture
              transactions as if they had occurred at June 30, 2003.

<TABLE>
<CAPTION>
                                                 As Reported                 Pro Forma
                                                 -----------      -------------------------------
                                                International                       International
                                                 Travel CD's      Adjustments         Travel CD's
                                                 -----------      -----------         -----------
Assets:
<S>                                              <C>              <C>                 <C>
Cash .......................................     $       642      $        --         $       642
Notes receivable ...........................         380,800          350,000(1)          730,800
Accrued interest receivable ................          36,350               --              36,350
Investment, at cost ........................       1,500,000       (1,500,000)(1)              --
                                                 -----------      -----------         -----------
                                                 $ 1,917,792      $(1,150,000)        $   767,792
                                                 ===========      ===========         ===========

Liabilities:
Accounts payable and accruals ..............     $    75,178      $        --         $    75,178
Notes payable ..............................         942,000         (942,000)(2)              --
Accrued interest payable ...................           5,990           (5,990)(2)              --
                                                 -----------      -----------         -----------
                                                   1,023,168         (947,990)             75,178
                                                 -----------      -----------         -----------

Equity:
Series A convertible preferred stock .......       1,150,000       (1,150,000)(1)              --
Common stock ...............................         102,896          947,990(2)        1,050,886
Common stock warrants ......................          24,000            7,600(3)           31,600
Additional paid-in capital .................         173,951               --             173,951
Deficit accumulated during development stage        (556,223)          (7,600)(3)        (563,823)
                                                 -----------      -----------         -----------
                                                     894,624         (202,010)            692,614
                                                 -----------      -----------         -----------
                                                 $ 1,917,792      $(1,150,000)        $   767,792
                                                 ===========      ===========         ===========
</TABLE>


              Pro forma adjustments - June 30, 2003 Balance Sheet

                  1)       To record the  divestiture  of the LSP  investment in
                           exchange  for  the   cancellation  of  all  Series  A
                           convertible   preferred  shares  and  issuance  of  a
                           promissory note receivable;

                  2)       To  record  the   cancellation  of  promissory  notes
                           payable and related accrued  interest in exchange for
                           the issuance of common stock;

                  3)       To record warrants granted to purchase 200,000 shares
                           of common stock.

              LETTER OF INTENT

              On September 3, 2003, the Company  entered into a Letter of Intent
              ("LOI") with MK Secure Solutions,  Inc. ("MKSS").  Under the terms
              of the LOI,  the  Company  would issue  approximately  125,000,000
              shares of its common stock to the shareholders of MKSS in exchange
              for all of the issued and  outstanding  common  stock of MKSS.  In
              addition,  the Company expects is to pay an investment banking fee
              of approximately 8,000,000 shares of the Company's common stock.

              Following the stock exchange,  the Company would execute a reverse
              stock split and/or  increase the number of shares it is authorized
              to issue and change the name of the Company.  The  exchange  would
              result in a change of control for the Company.


                                      F-15


<PAGE>


                  (2) The following exhibits are filed as part of this Report:

<TABLE>
<CAPTION>

  Exhibit No.                       Exhibit                                         Method of Filing
  -----------                       -------                                         ----------------

<S>              <C>                                               <C>
      3.1        Articles of Incorporation                         Incorporated  by  reference  to Exhibit 3.1 to the
                                                                   Company's  Registration  Statement  on  Form  SB-2
                                                                   dated December 20, 1999

      3.2        Bylaws                                            Incorporated  by  reference  to Exhibit 3.2 to the
                                                                   Company's  Registration  Statement  on  Form  SB-2
                                                                   dated December 15, 2001

      3.3        Certificate   of  Amendment  to  Articles  of     Incorporated  by  reference  to Exhibit 3.3 to the
                 Incorporation filed March 21, 2003                Company's  Quarterly Report on Form 10-QSB for the
                                                                   quarter ended September 30, 2002

      4.1        Specimen Stock Certificate                        Incorporated  by  reference  to Exhibit 4.1 to the
                                                                   Company's  Registration  Statement  on  Form  SB-2
                                                                   dated December 15, 2001

     10.1        Loan  Agreement  by and  between  the Company     Incorporated  by  reference to Exhibit 10.1 to the
                 and   Trident   Growth   Fund,   L.P.   dated     Company's  Quarterly Report on Form 10-QSB for the
                 September 17, 2002                                quarter ended March 31, 2002

     10.2        Security   Agreement   by  and   between  the     Incorporated  by  reference to Exhibit 10.2 to the
                 Company and Trident  Growth Fund,  L.P. dated     Company's  Quarterly Report on Form 10-QSB for the
                 September 17, 2002                                quarter ended March 31, 2002

     10.3        14%   Secured   Convertible   Note   in   the     Incorporated  by  reference  to Exhibit 4.1 to the
                 principal  amount of $550,000 dated September     Company's  Annual  Report on Form  10-KSB  for the
                 17, 2002 issued to Trident Growth Fund, L.P.      year ended June 30, 2002
     10.4        Limited  Partnership  Agreement  of Louisiana     Incorporated  by  reference to Exhibit 10.7 to the
                 Shelf Partners, L.P. dated December 31, 2002      Company's  Quarterly Report on Form 10-QSB for the
                                                                   quarter ended March 31, 2002

     10.5        Loan  Agreement  by and  between  the Company     Incorporated  by  reference to Exhibit 10.3 to the
                 and Trident  Growth Fund,  L.P. dated January     Company's  Quarterly Report on Form 10-QSB for the
                 16, 2003                                          quarter ended March 31, 2002
</TABLE>


                                       14
<PAGE>

<TABLE>

<S>              <C>                                               <C>
     10.6        Amended  Security  Agreement  by and  between     Incorporated  by  reference to Exhibit 10.4 to the
                 the  Company and Trident  Growth  Fund,  L.P.     Company's  Quarterly Report on Form 10-QSB for the
                 dated January 16, 2003                            quarter ended March 31, 2002

     10.7        9% Secured  Convertible Note in the principal     Incorporated  by  reference  to Exhibit 4.3 to the
                 amount of  $400,000  dated  January  16, 2003     Company's  Quarterly Report on Form 10-QSB for the
                 issued to Trident Growth Fund, L.P.               quarter ended March 31, 2002

     10.8        Warrant to purchase  100,000 shares of common     Incorporated  by  reference to Exhibit 10.5 to the
                 stock  dated   January  16,  2003  issued  to     Company's  Quarterly Report on Form 10-QSB for the
                 Trident Growth Fund, L.P.                         quarter ended March 31, 2002

     10.9        Warrant to purchase  25,000  shares of common     Incorporated  by  reference to Exhibit 10.6 to the
                 stock  dated   January  16,  2003  issued  to     Company's  Quarterly Report on Form 10-QSB for the
                 Trident Growth Fund, L.P.                         quarter ended March 31, 2002
</TABLE>


                                       15
<PAGE>



<TABLE>

<S>              <C>                                               <C>
     31.1        Certification  of  President  of the  Company     Filed herewith
                 required   by  Rule   13a-14(a)   under   the
                 Securities Exchange Act of 1934, as amended

     31.2        Certification  of  Treasurer  of the  Company     Filed herewith
                 required   by  Rule   13a-14(a)   under   the
                 Securities Exchange Act of 1934, as amended

     32.1        Certification  of President  and Treasurer of     Filed herewith
                 the Company  Pursuant to 18 USC Section 1350,
                 as Adopted  Pursuant  to  Section  906 of the
                 Sarbanes-Oxley Act of 2002
</TABLE>

         (b) Reports on Form 8-K.

         None.



                                       16
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                 INTERNATIONAL TRAVEL CD'S, INC.


Date: September 26, 2003                         /s/ Mark A. Bush
                                                     -----------------------
                                                     Mark A. Bush
                                                     President and Treasurer

         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
registrant and in the capacities on the dates indicated.

<TABLE>
<CAPTION>
Signature                                           Title                               Date
---------                                           -----                               ----

<S>                                <C>                                           <C>
/s/ Mark A. Bush                   President, Treasurer and Director             September 26, 2003
   ------------------------
     Mark A. Bush
</TABLE>





                                       17
<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit Number                  Description

<S>                             <C>
         31.1                   Certification of President of the Company required by Rule 13a-14(a)
                                under the Securities Exchange Act of 1934, as amended

         31.2                   Certification  of Treasurer of the Company  required by Rule  13a-14(a)
                                under the Securities Exchange Act of 1934, as amended

         32.1                   Certification  of  President  and  Treasurer  of  Registrant  to 18 USC
                                Section   1350,   as   Adopted   Pursuant   to   Section   906  of  the
                                Sarbanes-Oxley Act of 2002
</TABLE>




                                       18