SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 2002

                                       OR

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

FOR  THE  TRANSITION  PERIOD  FROM  ________________ TO  ___________________


                          COMMISSION FILE NO. 000-33099
                          -----------------------------

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

          COLORADO                                          84-1553046
   -------------------------------                     -------------------
   (State or other jurisdiction of                     (IRS Employer
    incorporation or organization)                     Identification No.)



      111 PRESIDENTIAL BOULEVARD
            BALA CYNWYD, PA                                    19004
     ----------------------------------------          -------------------
     (Address of principal executive offices)               (Zip Code)

                                 (610) 660-5906
                                ---------------
                (Issuer's Telephone Number, including Area Code)

           SECTION REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                                                   Name of Each Exchange
           Title of Each Class                      on Which Registered
           -------------------                      -------------------
                  None                                      None

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:
                      Common Stock, no par value per share
                      ------------------------------------

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

[X]  Check  if  there  is no disclosure of delinquent filers in response to Item
     405  of  Regulation  S-K  contained in this form, and no disclosure will be
     contained  to the best of the Registrant's knowledge in definitive proxy or
     information  statements  incorporated  by reference in Part IV of this form
     10-KSB  or  any  amendment  to  this  form  10-KSB.

     The  issuer's  revenues  for the fiscal year ended June 30, 2002 were $-0-.

     The  aggregate market value of the voting and non-voting common equity held
     by  non-affiliates  computed  by  reference  to the bid price of the common
     equity  as  of  November  5, 2002, as quoted on the NASDAQ Over-The-Counter
     Bulletin  Board  was  $18,810,000.  As  of  November  5, 2002, there was no
     significant  market  for  the  trading  of  the  Registrant's common stock.

     On  November  5,  2002, the Registrant had outstanding 19,350,000 shares of
     its  common  stock.

     Documents  incorporated  by  reference.  None.

<PAGE>
                         INTERNATIONAL TRAVEL CD'S, INC.
                          Annual Report on Form 10-KSB

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


PART  I     1


<S>                                                              <C>
  ITEM 1 - DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . .    1
  ITEM 2 - DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . .    1
  ITEM 3 - LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . .    2
  ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.    2

PART II                                                            2
  ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . .    2
  ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
  OF OPERATION. . . . . . . . . . . . . . . . . . . . . . . . .    2
  ITEM 7 - FINANCIAL STATEMENTS . . . . . . . . . . . . . . . .    5
  ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . .    5

PART III                                                           5
  ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. .    5
  ITEM 10 - EXECUTIVE COMPENSATION. . . . . . . . . . . . . . .    6
  ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT AND RELATED STOCKHOLDER MATTERS. . . . . . . . . .    6
  ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . .    6
  ITEM 13 - EXHIBITS, LIST AND REPORTS ON FORM 8-K. . . . . . .    6
  ITEM 14 - CONTROLS AND PROCEDURES . . . . . . . . . . . . . .    6
FINANCIAL STATEMENTS                                             F-1

</TABLE>


                                        i
<PAGE>

                                    PART I.

     THIS  ANNUAL  REPORT  ON  FORM  10-KSB  CONTAINS, IN ADDITION TO HISTORICAL
INFORMATION, FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES  ACT  OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT  OF  1934,  AS  AMENDED.  INTERNATIONAL  TRAVEL  CD'S,  INC. HAS BASED THESE
FORWARD-LOOKING  STATEMENTS  ON  ITS  CURRENT EXPECTATIONS AND PROJECTIONS ABOUT
FUTURE EVENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN
RISKS,  UNCERTAINTIES AND ASSUMPTIONS ABOUT INTERNATIONAL TRAVEL CD'S, INC. THAT
MAY CAUSE ITS ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE
OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. IN SOME
CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY,"
"WILL,"  "SHOULD,"  "COULD," "WOULD," "EXPECT," "PLAN," "ANTICIPATE," "BELIEVE,"
"ESTIMATE," "INTEND," "CONTINUE," OR THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR
EXPRESSIONS.  FACTORS  THAT  MIGHT  CAUSE  OR  CONTRIBUTE  TO SUCH A DISCREPANCY
INCLUDE,  BUT  ARE  NOT  LIMITED  TO,  THOSE  DISCUSSED ELSEWHERE IN THIS ANNUAL
REPORT,  INCLUDING  THE SECTION ENTITLED "DESCRIPTION OF THE BUSINESS," "PLAN OF
OPERATION"  AND  THE  RISKS  DISCUSSED  IN  OUR  OTHER  SECURITIES  AND EXCHANGE
COMMISSION  FILINGS. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH
OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED
ELSEWHERE  IN  THIS  REPORT.

ITEM  1.     DESCRIPTION  OF  THE  BUSINESS.
--------     ------------------------------

     We  are a development stage company. From the date of our formation on July
20,  2000  through  April  2002  we  were  engaged  in the business of providing
photography  and  digital  services  to organizations in the travel industry. In
December  2001, we experienced a change in management as all of our officers and
directors  resigned  and  were  replaced  by a new management team. In September
2002,  management  again  changed  as  did  our  Board  of  Directors.

     We  have  discontinued  our  travel  industry  operations and are presently
negotiating to acquire an entity in the oil and gas industry. On April 26, 2002,
we entered into a Share Exchange Agreement and Plan of Reorganization with Chris
Schwartz (the "SHARE EXCHANGE AGREEMENT") pursuant to which, Mr. Schwartz was to
tender  to  us  all  of  the  capital  stock  of  Metropolitan  Recording  Inc.
("METROPOLITAN"), a Pennsylvania corporation that operates a recording studio in
Philadelphia,  PA.  Metropolitan  owns  all  of  the  membership  interests  of
Ruffnation  Films  LLC  ("RUFFNATION  FILMS"),  a Pennsylvania limited liability
company  that operates a film production company in Philadelphia, PA, and all of
the  membership  interests  of  Snipes Production, LLC ("SNIPES PRODUCTIONS"), 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 us in exchange for 4,000,000 newly issued shares of our Common Stock
and  1,000,000  newly issued shares of our Series A Convertible Preferred Stock.
One  of  the conditions to the transaction was that we raise at least $5,000,000
in  a private offering of our common stock. We were not able to do so because of
market  conditions  and  in  September  2002,  the  parties  mutually  agreed to
terminate  their  agreements.

     On  June  28,  2002,  at  a  special meeting, our stockholders approved the
amendments  to  (i) our Articles of Incorporation to change our name to TriMedia
Entertainment Group, Inc., (ii) to authorize an increase in the number of shares
of  authorized Common Stock to 100,000,000 shares of authorized Common Stock, no
par value per share, (iii) increase the number of authorized shares of preferred
stock no par value per share from 5,000,000 to 10,000,000 shares, and (iv) grant
the  Board  of Directors the power to establish the preferences, limitations and
relative  rights  of the preferred stock without obtaining stockholder approval.
The  Amendments  to  our  Articles  of  Incorporation, with the exception of the
amendment  to  change  our  name,  were filed with the Secretary of State of the
State  of  Colorado  on  October  1,2002.

     Since  December, 2001, due to the changes in management, the implementation
of  a  new  business  plan,  the  reduced level of operations and our efforts to
preserve  working capital, we have not had any paid employees. Our president and
sole  director  currently  performs our general administrative functions without
compensation.

ITEM  2.     DESCRIPTION  OF  PROPERTY
--------     -------------------------

     Our  executive,  administrative  and  operating  offices are located at 111
Presidential  Boulevard,  Bala  Cynwyd,  PA  19004.  We  do  not  own  any  real
property.  Our  President  provides  office  space  to  us  at  no  cost.

<PAGE>


ITEM  3.     LEGAL  PROCEEDINGS
--------     ------------------

     We  are  not  aware  of any pending litigation nor do we have any reason to
believe  that  any  such  litigation  exists.

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

     A  special meeting of our stockholders was held on Friday, June 28, 2002 to
approve  amendments  to  the Articles of Incorporation to (i) change our name to
TriMedia  Entertainment  Group,  Inc.,  (ii)  increase  the  number of shares of
authorized  common  stock  to  100,000,000 shares, (iii) increase the authorized
shares  of preferred stock to 10,000,000 shares, and (iv) authorize the Board of
Directors  to  establish the preferences, limitations and relative rights of our
preferred  stock  without  obtaining  stockholder  approval.

     At  the  special  meeting  there  were  19,350,000  shares  of Common Stock
outstanding  and eligible to vote and all 19,350,000 shares of Common Stock were
represented at the special meeting either in person or by proxy.  All 19,350,000
shares  of  Common  Stock  voted  to  approve  the amendments to our Articles of
Incorporation.  There  were  no  votes  against  the  amendments, abstentions or
broker  non-votes.


                                    PART II.

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

     Our  Common  Stock  is  not listed on any exchange, nor is it quoted on the
National  Association  of  Securities  Dealers, Inc. Automated Quotation System.
There  is  no established trading market for our Common Stock.  Our Common Stock
is  eligible for quotation on the Over-The-Counter Bulletin Board Trading System
under  the  symbol  "ILCD".

     The  following  table  sets  forth, for the periods indicated, the range of
high  and  low  bid  prices  per  share  of  Common  Stock  as  quoted  on  the
Over-The-Counter  Bulletin  Board  Trading  System.  Our  Common Stock was first
quoted  on  September  19,  2001.

                   FISCAL YEAR ENDED JUNE 30, 2002           LOW     HIGH
                   -------------------------------             ---     ----
         September 19, 2001 through September 28, 2001       None     None
         October 1, 2001 through December 31, 2001             None     None
         January 2, 2002 through March 28, 2002                 None     None
         April 1, 2002 through May 1, 2002                        None     None
         May 2, 2002 through June 28, 2002 (after a 4.5
         for 1 split)                                       2.90     4.50

                         FISCAL YEAR 2003
                        ----------------
         July 1, 2002 through September 30, 2002           $1.30     $4.10
         October 1, 2002 through November 5, 2002          $1.21     $2.15

     The  above quotations reflect inter-dealer prices and do not include retail
mark-ups,  mark-downs  or  commissions, and may not necessarily represent actual
transactions.

     As  of  November  5,  2002  we  had outstanding 19,350,000 shares of common
stock,  issued  to  approximately  21  holders  of  record.

     We have not paid any cash dividends on our common stock during the last two
fiscal  years  and  do not intend to do so in the foreseeable future.  On May 1,
2002,  we  completed  a 4.5 for 1 stock split of the shares of our Common Stock.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
--------     ----------------------------------------------------------------
     In  December  2001,  we  experienced  a  change in management as all of our
officers  and directors resigned and were replaced by a new management team.  In

                                       2
<PAGE>


April  2002,  we  discontinued our business of providing photography and digital
services  to  organizations in the travel industry.  In September 2002, our then
President and sole director resigned and was replaced with our current President
and  sole  director.

     On April 26, 2002, we entered into the Share Exchange Agreement pursuant to
which  Mr. Schwartz would 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  us  in  exchange  for  4,000,000 newly issued shares of our Common Stock and
1,000,000  newly issued shares of our Series A Convertible Preferred Stock.  See
Item  1.  A  condition  to  closing  the  transactions contemplated by the Share
Exchange  Agreement was that we raise at least $5,000,000 in a private placement
offering  of  our  Common  Stock.  We  were  not able to do so because of market
conditions and in September 2002, the parties mutually agreed to terminate their
agreements.

During  the  fiscal  year  ended  June  30,  2002,  we  borrowed  $22,000 from a
stockholder.  After  June 30, 2002, we borrowed a total of $1,397,500 by issuing
a  number  of  promissory  notes.  After  June  30,  2002,  we repaid a total of
$415,200  of  the notes and assigned $435,000 of the notes, leaving a balance of
$550,000  owed  to  one  lender.

After June 30, 2002, we lent a total of $1,077,300.  Of this amount $642,300 was
loaned  to  a  stockholder  who  repaid  $173,500.  Another $435,000 was removed
through an assignment, leaving a current balance of $468,000 in notes receivable
all  of  which  is  owed  by  a  stockholder.

RISK  FACTORS

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

     We  currently  have  no operation.  We have no plans to begin operations in
the  near  future.  Management will continue to seek business opportunities.  It
is  possible  that  a  "shell" company, a private operating company would seek a
relationship.  However,  no assurances can be given that such opportunities will
present  themselves.  We have no operating history in the entertainment industry
upon  which you may base an evaluation of an investment in our common stock.  We
are  a  Colorado  corporation  which  was formed on July 20, 2000.  On April 26,
2002,  we  entered into a Share Exchange Agreement with Chris Schwartz, pursuant
to  which we intend to acquire all of the issued and outstanding common stock of
Metropolitan  Recording Inc. and the Subsidiaries.  Our strategy is to become an
independent  multimedia  entertainment  company.  In  addition  to  operating  a
recording studio and film production company, we plan to establish record label,
television,  publishing  and  management operations.  Prior to entering into the
Share Exchange Agreement, we did not operate in the multimedia and entertainment
industry.  Accordingly, we have no operating history in the industry in which we
plan  to  operate.

WE  HAVE A HISTORY OF LOSSES AND EXPECT THAT LOSSES WILL CONTINUE IN THE FUTURE.

     Since  our  inception,  we  have incurred significant losses, including net
losses  of  $109,685 for the year ended June 30, 2001 and net losses of $126,011
for  the year ended June 30, 2002. Through June 30, 2002, we have an accumulated
deficit  of  $180,149  We  cannot  assure  you  that we will generate sufficient
revenue  to  achieve  profitability.  We  anticipate  that  we  will continue to
generate  operating  losses  and  negative  cash  flow  from operations at least
through  2003.  We  cannot assure you that we will ever achieve, or if achieved,
maintain  profitability.

WE  NEED  TO  OBTAIN  FINANCING  IN  ORDER  TO  CONTINUE  OUR  OPERATIONS

     Our  ability  to  continue  to  operate  our business is dependent upon our
ability  to  raise  capital.  On  a  prospective  basis,  we  will  require both
short-term  financing  for operations and long-term capital to fund our expected
growth.  We  have  no existing bank lines of credit and have not established any
sources for additional financing.  Based on our current operating plan, we will,
after  the  infusion  of  capital raised in the private placement offering, have
enough cash to meet our anticipated cash requirements through June 30, 2003, our
fiscal  year  end.  We  currently  do  not have arrangements with respect to, or
sources  of,  additional financing. Additional financing may not be available to
us,  or  if  available,  then  it may not be available upon terms and conditions
acceptable  to  us. If adequate funds are not available, then we may be required
to  delay,  reduce  or  eliminate product development or marketing programs. The
entertainment  industry  is  rapidly  evolving.

                                       3
<PAGE>


WE  MIGHT  EXPAND  THROUGH  ACQUISITIONS  WHICH MAY CAUSE DILUTION OF OUR COMMON
STOCK  AND  ADDITIONAL  DEBT  AND  EXPENSES.

     Any  acquisitions  of  other  companies  which  we  complete  may result in
potentially  dilutive  issuances  of  our  equity  securities, the incurrence of
additional  debt  and the amortization of expenses related to goodwill and other
intangible  assets,  all  of  which  could have a material adverse effect on our
business,  results  of  operations  and financial conditionAcquisitions involve
numerous  additional  risks,  including  difficulties in the assimilation of the
operations,  services, products and personnel of acquired companies, which could
result  in  charges  to  earnings  or  otherwise  adversely affect our operating
results.  There  can  be  no  assurance  that  acquisition  or  joint  venture
opportunities  will  be  available,  that  we  will  have  access to the capital
required  to  finance  potential  acquisitions, that we will continue to acquire
businesses  or  that  any  acquired  businesses  will  be  profitable.

SHARES  OF  OUR  COMMON  STOCK  LACK  A  SIGNIFICANT  TRADING  MARKET.

     Shares  of our common stock are not eligible for trading on any national or
regional  exchange.  Our  common  stock  is eligible for on the Over-The-Counter
Bulletin  Board  Trading  System  pursuant  to  Rule  15c2-11  of the Securities
Exchange  Act of 1934.  This market tends to be highly illiquid, in part because
there is no national quotation system by which potential investors can trace the
market  price  of  shares  except  through  information received or generated by
certain  selected  broker-dealers  that  make a market in that particular stock.
There are currently no plans, proposals, arrangements or understandings with any
person  with  regard to the development of a trading market in our common stock.
There can be no assurance that an active trading market in our common stock will
develop,  or if such a market develops, that it will be sustained.  In addition,
there is a greater chance for market volatility for securities that trade on the
Bulletin  Board  as  opposed  to  a national exchange or quotation system.  This
volatility  may be caused by a variety of factors, including the lack of readily
available  quotations,  the  absence of consistent administrative supervision of
"bid" and "ask" quotations and generally lower trading volume.  In 2003, the OTC
Bulletin  Board  will  be phased out, and replaced by a new market, the Bulletin
Board Exchange (BBX).  The BBX will have qualitative listing standards, but will
not  have  minimum  share  price,  income,  or  asset  requirements.  There is a
possibility  that our shares might not meet the qualitative listing standards of
the  BBX.

OUR  SHARES  OF  COMMON  STOCK  ARE  SUBJECT  TO  PENNY  STOCK  REGULATION.

     Shares  of  our common stock are subject to rules adopted by the Securities
and Exchange Commission that regulate broker-dealer practices in connection with
transactions  in  "penny  stocks".  Penny stocks are generally equity securities
with  a  price  of  less than $5.00 (other than securities registered on certain
national  securities  exchanges  or  quoted  on the Nasdaq system, provided that
current  price  and  volume  information  with  respect to transactions in those
securities is provided by the exchange or system). The penny stock rules require
a  broker-dealer,  prior  to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document prepared by
the  Securities  and  Exchange  Commission,  which  contains  the  following:

     -    a  description of the nature and level of risk in the market for penny
          stocks  in  both  public  offerings  and  secondary  trading;

     -    a  description  of the broker's or dealer's duties to the customer and
          of  the  rights and remedies available to the customer with respect to
          violation  to  such  duties  or other requirements of securities laws;

     -    a  brief,  clear,  narrative description of a dealer market, including
          "bid"  and  "ask"  prices for penny stocks and the significance of the
          spread  between  the  "bid"  and  "ask"  price;

     -    a  toll-free  telephone  number for inquiries on disciplinary actions;

     -    definitions  of significant terms in the disclosure document or in the
          conduct  of  trading  in  penny  stocks;  and

     -    such  other information and is in such form (including language, type,
          size  and  format),  as  the  Securities and Exchange Commission shall
          require  by  rule  or  regulation.


Prior  to  effecting any transaction in penny stock, the broker-dealer also must
provide  the  customer  with  the  following:

     -    the  bid  and  offer  quotations  for  the  penny  stock;

     -    the  compensation  of  the  broker-dealer  and  its salesperson in the
          transaction;

                                       4
<PAGE>


     -    the  number of shares to which such bid and ask prices apply, or other
          comparable  information  relating  to  the  depth and liquidity of the
          market  for  such  stock;  and

     -    monthly  account  statements  showing  the  market value of each penny
          stock  held  in  the  customer's  account.


In  addition,  the  penny  stock  rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser's written acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a signed and dated copy of a written suitability statement.
These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the secondary market for a stock that becomes subject to the penny
stock  rules.  Holders of shares of our common stock may have difficulty selling
those  shares  because  our  common  stock will probably be subject to the penny
stock  rules.

WE  DO  NOT  INTEND  TO  PAY  DIVIDENDS  ON  OUR  SHARES  OF  COMMON  STOCK.

     We have not paid any dividends since our inception and we do not anticipate
paying  dividends  in  the  foreseeable future.  The future payment of dividends
will  be  at  the  discretion  of  our Board of Directors and will depend on our
future  earnings,  financial  requirements  and  other  similarly  unpredictable
factors.

ITEM  7.     FINANCIAL  STATEMENTS.
--------     ----------------------

Our  financial statements can be found beginning on page F-1 contained elsewhere
in  this  Annual  Report.

ITEM  8.     CHANGES  IN  AND  DISCUSSIONS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
--------     -------------------------------------------------------------------

FINANCIAL  DISCLOSURE.
----------------------

     There  have been no changes in our disagreements with our accountants since
our  formation  that  are  required  to  be  disclosed  pursuant  to Item 304 of
Regulation  S-B.

                                    PART III.

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

     The  following table sets forth certain information regarding our directors
and  executive  officers:

              Name                    Age                 Title
              ----                    ---                 -----
          Gerald T. Harrington        44           President  and  Director


     Gerald  T.  Harrington  has  served as our President and as a member of our
Board  of  Directors since September 2002. Mr. Harrington is also a director and
executive  officer  of  Continental  Southern  Resources, IncMr. Harrington is a
Managing  Director Member of the Capital City Group, LLC, a consulting firm that
specializes  in  federal  and  state government relations which he co-founded in
1999.  Mr. Harrington focuses his consulting practice on federal legislative and
agency  matters  in  both  Providence,  RI  and  Washington,  D.C.  In 1999, Mr.
Harrington  founded  the law firm of Harrington & Hogan, LLP. From 1992 to 1999,
Mr.  Harrington  was  in  the  firm  of  McGovern Noel & Benik where he became a
partner and served as chairman of the Government Relations Group. Mr. Harrington
is  admitted  to  practice  law  in  Rhode  Island  and New York. Mr. Harrington
graduated  from  Yale University in 1981 and from the University of Pennsylvania
Law  School  in  1985.

     Section  16(a)  Beneficial  Ownership  Reporting  Compliance
     ------------------------------------------------------------

     Section  16(a)  of  the Exchange Act requires our directors, certain of our
officers  and  persons who own more than ten percent of our Common Stock to file
reports  of  ownership  and  changes in ownership with the SEC and to furnish us
with  copies  of  these  reports.  Based  solely  on a review of our records, we
believe  that  all  officer(s), director(s) and 10% owners have filed Section 16
reports  with  the  SEC.

                                       5
ITEM  10.     EXECUTIVE  COMPENSATION
---------     -----------------------

     Any  compensation  received  by  our  officers,  directors,  and management
personnel  will  be  determined from time to time by our Board of Directors. Our
officers,  directors,  and  management  personnel  will  be  reimbursed  for any
out-of-pocket  expenses  incurred  on  our  behalf.

     Compensation  of  Officers and Directors.  As of June 30, 2002, none of our
officers  or  directors has been paid any compensation. We do not have any plans
for  our  officers  or  directors  to  be paid any compensation in the immediate
future.  Our  current  President  does  not  receive  any  compensation.

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

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership  of  our  securities by (i) each person known to us to own
beneficially  more  than  five percent of our voting securities (ii) each of our
directors,  (iii)  certain  executive  officers  and  (iv)  all of our executive
officers  and  directors  as  a  group, as of November 5, 2002.  The information
presented  is  based upon information furnished to us by such beneficial owners.

                                   AMOUNT AND NOTICE OF SHARES OF
                                     COMMON STOCK BENEFICIALLY     PERCENTAGE OF
          NAME                              OWNED (1)                 CLASS
          ----                            ------------                -----

Gerald  T.  Harrington(2)
(President,  director)                      9,450,000                 48.8%

Directors and Officers as a Group
(1 person)                                  9,450,000                 48.8%

(1)  Beneficial  ownership  has  been  determined  in accordance with Rule 13d-3
     under  the  Securities  Exchange  Act  of  1934. Unless otherwise noted, we
     believe that all persons named in the table have sole voting and investment
     power  with respect to all shares of our Common Stock beneficially owned by
     them.  As of November 5, 2002, there were 19,350,000 shares of our common
     stock  issued  and  outstanding.

(2)  The  address  of  Gerald  Harrington is is 111 Presidential Boulevard, Bala
     Cynwyd,  PA  19004

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
---------     --------------------------------------------------
     Related  Party Transactions. There have been no related party transactions,
except  for  the  following:

     In  August  and  September  2002,  we  borrowed  a  total  of $475,000 from
Continental  Southern  Resources, Inc. Our President is a director and executive
officer  of  Continental  Southern  Resources,  Inc.

ITEM  13.     EXHIBITS,  LIST  AND  REPORTS  ON  FORM  8-K
---------     --------------------------------------------
     (a)  Exhibits.  The  following  exhibits  are  filed  as  part of this Form
          --------
          10-KSB

          EXHIBIT
              -------
          NUMBER     DOCUMENT
          ------     --------
          3.1        Articles of Incorporation - (incorporated by reference to
                     Exhibit 3.1  of  our  Form  [SB-1],  Registration  Number
                     333-54292).

          3.2        ByLaws  (incorporated  by  reference  to Exhibit 3.2 of
                     our Form [SB-1], Registration  Number  333-54292).

          4.1        14%  Secured  Convertible  Note,  dated  September  17,
                     2002.

         99.1        Certificate  of  CEO  and CFO pursuant  to  18  U.S.C.
                     Section 1350 as  adopted  pursuant  to  Section  906  of
                     the Sarbanes-Oxley  Act  of  2002

(b)  Reports  on  Form  8-K.  None.

                                       6
<PAGE>
                        INTERNATIONAL TRAVEL CD'S, INC.
                         (A Development Stage Company)
                         Index to Financial Statements

<TABLE>
<CAPTION>
<S>                                                                <C>
                                                                  PAGE
                                                                  ----

Report of Independent Auditors          F-2


Balance Sheet at June 30, 2002                                     F-3

Statements of Operations for the year ended June 30, 2002, from
  July 20, 2000 (inception) through June 30, 2001, and from
  July 20, 2000 (inception) through June 30, 2002                  F-4

Statement of Changes in Shareholders' Deficit for the period from
  July 20, 2000 (inception) through June 30, 2002                  F-5

Statements of Cash Flows for the year ended June 30, 2002, from
  July 20, 2000 (inception) through June 30, 2001, and from
  July 20, 2000 (inception) through June 30, 2002                  F-6

Notes to Financial Statements                                      F-7

</TABLE>

                                      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,  2002, and the related
statements  of  operations, changes in shareholders' deficit, and cash flows for
the  year  ended  June 30, 2002, from July 20, 2000 (inception) through June 30,
2001, and from July 20, 2000 (inception) through June 30, 2002.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  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, 2002, and the results of its operations and its cash flows
for  the  year  ended June 30, 2002, from July 20, 2000 (inception) through June
30, 2001, and from July 20, 2000 (inception) through June 30, 2002 in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

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 net 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
October  8,  2002


                                      F-2
<PAGE>
                                  JUNE 30, 2002

                                     ASSETS
<TABLE>
<CAPTION>

<S>                                                              <C>

Cash                                                             $     961
                                                                 ----------
                                                                 $     961
                                                                 ==========

LIABILITIES AND SHAREHOLDERSDEFICIT

Accounts payable and accrued liabilities                         $  78,310
Notes payable (Note 3)                                               2,700
                                                                 ----------
            Total liabilities                                       81,010
                                                                 ----------

Shareholdersdeficit (Notes 2 and 4):
  Preferred stock, no par value; 10,000,000 shares authorized;
    -0- shares issued and outstanding
  Common stock, no par value;  100,000,000 shares authorized,
    19,350,000 shares issued and outstanding                       102,896
  Additional paid-in capital                                        52,751
  Deficit accumulated during development stage                    (235,696)
                                                                 ----------

            Total shareholderdeficit                               (80,049)
                                                                 ----------
                                                                 $     961
                                                                 ==========
</TABLE>


                 See accompanying notes to financial statements

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                                                        JULY 20, 2000           JULY 20, 2000
                                                       FOR THE YEAR      (INCEPTION)             (INCEPTION)
                                                          ENDED            THROUGH                THROUGH
                                                         JUNE 30,          JUNE 30,                  JUNE 30,
                                                          2002               2001                   2002
                                                          ----                 ----                   ----

<S>                                           <C>                      <C>                      <C>
Revenue. . . . . . . . . . . . . . . . . . .  $                --      $          5,000           $   5,000

Costs and expenses:
  Stock-based compensation (Notes 2 and 4):
    Personnel. . . . . . . . . . . . . . . .                    --               66,000             66,000
    Legal. . . . . . . . . . . . . . . . . .                    --                5,000              5,000
    Consulting . . . . . . . . . . . . . . .                    --                9,000              9,000
  Professional fees. . . . . . . . . . . . .                  73,901             17,445             91,346
  Rent . . . . . . . . . . . . . . . . . . .                    --                1,500              1,500
  Contributed rent (Note 2). . . . . . . . .                   1,200                --               1,200
  Contributed services (Note 2). . . . . . .                  45,225                --              45,225
  Sales and marketing. . . . . . . . . . . .                   1,200              8,000              9,200
  Travel and entertainment . . . . . . . . .                    --                1,818              1,818
  Depreciation . . . . . . . . . . . . . . .                     804                617              1,421
  Loss on disposal of asset. . . . . . . . .                   1,800                --               1,800
  Interest expense                                              --                  --                 --
  Other general and administrative expenses.                   1,881              5,305              7,186
                                              -----------------------  -----------------        ----------
            Total costs and expenses . . . .                 126,011            114,685            240,696
                                              -----------------------  -----------------        ----------

            Loss before income taxes . . . .                (126,011)          (109,685)          (235,696)

Income tax provision (Note 5)

            Net loss . . . . . . . . . . . .  $             (126,011)  $       (109,685)         $(235,696)
                                              =======================  =================         ==========

Basic and diluted loss per share . . . . . .  $                (0.01)  $          (0.00)
                                              =======================  =================

Basic and diluted weighted average
  common shares outstanding. . . . . . . . .  *            24,334,615  *   23,250,002
                                              =======================  =================
</TABLE>



 *  Restated  for  common  stock  split  (see  Note  4)


                 See accompanying notes to financial statements


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                                                                                         DEFICIT
                                                                                                       ACCUMULATED
                                                                                             ADDITIONAL  DURING
                                                   PREFERRED STOCK         COMMON STOCK        PAID-IN  DEVELOPMENT
                                                  SHARES     AMOUNT      SHARES     AMOUNT     CAPITAL     STAGE     TOTAL
                                                  ------     ------      ------     ------     -------     -----     -----


<S>                                             <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       --          --       6,000
July 2000, common stock issued for legal
  services valued at $.02/share (Note 4)           --            --        250,000    5,000       --          --       5,000
July 2000, common stock issued for consulting
  services valued at $.02/share (Note 4)           --            --        450,000    9,000       --          --       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 4)                               --            --      1,500,000   24,096       --          --      24,096
March 2001, working capital contributed by
  president (Note 2)                               --            --            --        --    2,500          --       2,500
Net loss                                           --            --            --        --              (109,685)  (109,685)
                                                -----------  ---------   --------- --------- --------   ---------  ----------

Balance at June 30, 2001                           --            --      5,500,000  104,096    2,500     (109,685)    (3,089)

April 2002, redemption of common stock
  from officer ($.001/share) (Note 4)              --            --     (1,200,000)  (1,200)   1,200            --         --
April 2002, common stock split (Note 4)            --            --     15,050,000       --       --            --         --
Working capital contributed by officers
  (Note 2)                                         --            --            --        --     2,626           --      2,626
Services contributed by officers (Note 2)          --            --            --        --    45,225           --     45,225
Office space contributed by officers (Note 2)      --            --            --        --     1,200           --      1,200
Net loss                                           --            --            --        --        --     (126,011)  (126,011)
                                                -----------  --------- ----------   -------- --------    ---------- ----------

Balance at June 30, 2002                           --       $    --    19,350,000   $102,896  $52,751    $(235,696) $ (80,049)
                                                ===========  ========= ==========   ======== ========    ========== ==========
</TABLE>



                 See accompanying notes to financial statements

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                                                              JULY 20, 2000 JULY 20, 2000
                                                  FOR THE YEAR (INCEPTION) (INCEPTION)
                                                      ENDED     THROUGH     THROUGH
                                                     JUNE 30,   JUNE 30,    JUNE 30,
                                                       2002       2001        2002
                                                    ---------  ---------  ----------
<S>                                                 <C>        <C>        <C>
Cash flows from operating activities:
 Net loss                                           $(126,011) $(109,685) $(235,696)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation                                           804        617      1,421
   Stock-based compensation (Note 4)                       --     80,000     80,000
   Loss on disposal of asset                            1,800         --      1,800
   Services and office space contributed by
     officers (Note 2)                                 46,425         --     46,425
   Changes in operating assets and liabilities:
     Receivables                                        5,000     (5,000)        --
     Accounts payable and accrued liabilities          66,460     11,850     78,310
                                                    ---------  ----------  ---------
        Net cash used in
           operating activities                       (5,522)    (22,218)   (27,740)
                                                    ---------  ----------  ---------

Cash flows from investing activities:
 Purchases of equipment                                    --     (3,221)    (3,221)
                                                    ---------  ----------  ---------
        Net cash used in
           investing activities                            --     (3,221)    (3,221)
                                                    ---------  ----------  ---------
Cash flows from financing activities:
 Proceeds from the sale of common stock, net of
    offering costs (Note 4)                                --     24,096     24,096
Proceeds from the issuance of promissory notes         22,000         --     22,000
Repayment of promissory notes                         (19,300)        --    (19,300)
Working capital contributed by officers (Note 2)        2,626      2,500      5,126
                                                    ---------  ----------  ---------
        Net cash provided by
           financing activities                         5,326     26,596     31,922
                                                    ---------  ----------  ---------

           Net change in cash                           (196)      1,157        961

Cash, beginning of period                              1,157           --        --
                                                    ---------  ----------  ---------
Cash, end of period                                 $    961   $  1,157   $     961
                                                    =========  =========  =========

Supplemental disclosure of cash flow information:
  Income taxes                                      $      --  $      --  $      --
                                                    =========  =========  =========
  Interest                                          $      --  $      --  $      --
                                                    =========  =========  =========

Non-cash financing activities:
  Redemption of common stock from an officer        $ (1,200)  $      --  $  (1,200)
                                                    =========  =========  =========
</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 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.

     GOING  CONCERN

          The Company has suffered significant operating losses since inception,
          has  a  net  capital  deficiency at June 30, 2002, 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.

          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.


                                      F-7
<PAGE>
     (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, 2002.

     (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. 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

                                      F-8

<PAGE>

          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 has a simple capital structure and no outstanding options
          at  June  30,  2002.  Therefore,  dilutive  earnings per share are not
          applicable  and  accordingly  have  not  been  presented.

     (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,
          2002.  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

          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.

          CONTRIBUTED  OFFICE  SPACE

          Officers  contributed  office  space to the Company for the year ended
          June  30, 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 $45,225
          for  the  year  ended June 30, 2002. 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.

          (3)  NOTES  PAYABLE

          During  the  last three months of the fiscal year ended June 30, 2002,
          the  Company issued three promissory notes of $500, $1,500 and $20,000
          to  a  shareholder.  The  notes  carry  a 10 percent interest rate and
          mature  on  December  31,  2002.  The  Company  repaid  $19,300 on the
          promissory  notes  prior  to  June  30, 2002. The remaining $2,700 was
          repaid  in  July 2002 without any interest charged by the shareholder.
          Following  is  a  schedule of the outstanding promissory notes at June
          30,  2002:

                                      F-9

<PAGE>

        Promissory note payable to corporation, interest at 10 percent,
         Principal and interest due December 31, 2002, unsecured        $   2700
                                                                        ========
(4)  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:

          -    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.

          -    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.

          AUTHORIZED  STOCK

          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


                                      F-10

<PAGE>

          (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.

     (5)  INCOME  TAXES

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

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


          The  benefit  for  income  taxes  from  operations  consisted  of  the
          following  components at June 30, 2002: current tax benefit of $42,857
          resulting  from  a  net  loss  before  income  taxes, and deferred tax
          expense  of  $42,857  resulting  from the valuation allowance recorded
          against  the  deferred  tax asset resulting from net operating losses.
          Net  operating  loss  carryforwards  expire  through  2022.




          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.

     (6)  SUBSEQUENT  EVENTS

          NOTES  PAYABLE

          During  the  period  from  July  1, 2002 through October 31, 2002, the
          Company issued promissory notes payable totaling $1,397,500 and repaid
          a  total of $415,200 (including the $2,700 balance outstanding at June
          30,  2002).  An  additional  $435,000  of promissory notes was removed
          through  an  Assignment  and  Release  Agreement.

          $535,000  of the notes payable was issued to related parties. $412,500
          of  the related party notes was subsequently repaid, and the remaining
          $122,500  was  removed  through  the Assignment and Release Agreement.


                                      F-11

<PAGE>
          At  October  31,  2002,  the  Company's notes payable consisted of one
          promissory  note  payable  in  the  amount  of $550,000 held by Gemini
          Growth  Fund,  LP. The note carries an interest rate of 14 percent, is
          convertible  into  the Company's common stock at the rate of $2.50 per
          share,  and  is  secured  by  300,000  shares  of  common  stock in an
          affiliate  corporation,  Continental Southern Resources, Inc. The note
          matures  on  September  30,  2003. 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.


     NOTES  RECEIVABLE

          During  the  period  from  July  1, 2002 through October 31, 2002, the
          Company  issued  promissory  notes  receivable  totaling $1,077,300 of
          which  $173,500 was repaid. An additional $435,000 of promissory notes
          was  removed  through  an  Assignment  and  Release  Agreement.

          At  October  31, 2002, notes receivable totaled $468,800, all due from
          1025 Investments, Inc., a shareholder of the Company. The notes mature
          on  December  31,  2002  and  carry  an  interest  rate of 10 percent.

     TERMINATION  OF  SHARE  EXCHANGE  AGREEMENT

          On  October  2,  2002, the Company's Board of Directors announced that
          the  Share  Exchange Agreement with Mr. Schwartz was terminated due to
          the  Company's  inability  to  raise  the necessary funds to close the
          agreement  (see  Note  1).


                                      F-12

<PAGE>
ITEM  14.     CONTROLS  AND  PROCEDURES
---------     -------------------------

     Evaluation  of  Disclosure  Controls  and  Procedures.  Our chief executive
officer  who  is  also  our  chief  financial  officer,  after  evaluating  the
effectiveness  of the Company's "disclosure controls and procedures" (as defined
in  the  Securities  Exchange  Act  of  1934  Rules 13a-14(c)) as of a date (the
"Evaluation  Date") within 90 days before the filing date of this annual report,
have  concluded  that  as  of  the  Evaluation Date, our disclosure controls and
procedures were effective to ensure that material information relating to us and
our consolidated subsidiaries is recorded, processed, summarized and reported in
a  timely  manner.

     Changes in Internal Controls. There were no significant changes in internal
controls  or, to our knowledge, in other factors that could significantly affect
such  controls  subsequent  to  the  Evaluation  Date.

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  as  amended, the Registrant has duly caused this Form 10-KSB to be signed
on  its  behalf  by  the  undersigned,  thereto  duly  authorized.


                                          INTERNATIONAL  TRAVEL  CD'S,  INC.

Dated:  November  13,  2002     BY:       /s/     Gerald  T.  Harrington
                                          ----------------------------------
                                                  Gerald  T.  Harrington
                                                  President

     In  accordance  with  the Securities Exchange Act of 1934, as amended, this
report  has  been signed by the following persons on behalf of the Registrant in
the  capacities  and  on  the  dates  indicated:

/s/  Gerald  T.  Harrington       President  and  Director        Date  11-13-02
---------------------------      (Principal  Executive  Officer,
Gerald  T.  Harrington            Principal  Financial  Officer,  and
                                  Principal  Accounting  Officer)


                                       7


<PAGE>

                                 CERTIFICATIONS

     I,   George  T.  Harrington.,  certify  that:

     1.   I  have  reviewed  this  annual report on Form 10-KSB of International
          Travel  CD's,  Inc.;

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

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

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

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

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

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

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

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

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

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


Dated:  November  13,  2002            By:   /s/ Gerald  T.  Harrington
                                             -----------------------------
                                                 Gerald  T.  Harrington
                                                 Chief  Executive  Officer
                                                 (Principal  Executive Officer)



                                       8

<PAGE>
                                 CERTIFICATIONS

     I,   Gerald  T.  Harrington,  certify  that:

     1.   I  have  reviewed  this  annual report on Form 10-KSB of International
          Travel  CD's,  Inc.;

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

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

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

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

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

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

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

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

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

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


Dated:  November  13,  2002          By:  /s/  Gerald  T.  Harrington
                                          --------------------------------
                                               Gerald  T.  Harrington
                                               Chief  Financial  Officer
                                               (Principal  Financial  Officer)


                                       9

<PAGE>