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

                                   FORM 10-KSB

(Mark One)

 [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      For Fiscal Year Ended: December 31, 2003

                                       OR

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

      For the transition period from ________________ to ________________

                           Commission file number 333-90272
                                                  --------


                                COMPUPRINT, INC.
                                ----------------
                     (Exact name of small business issuer as
                            specified in its charter)

      North Carolina                                       56-1940918
 ----------------------                                -------------------
 (State or other jurisdiction                            (IRS Employer
  of incorporation or organization)                    Identification No.)


         6040-A Six Forks Road, Suite 179, Raleigh, North Carolina 27609
         ---------------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number                     (919) 872-0401
                          ------------------------------------------------------

Securities registered under Section 12(b) of the Act:  None
                                                     ---------------------------

Securities registered under Section 12(g) of the Act: 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 past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.    Yes  X      No  ___
                                                                 ----

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

State issuer's revenues for its most recent fiscal year:  $0



                                       1
<PAGE>

As of March 10, 2004,  there were 3,892,277  shares of the  registrant's  common
stock, par value $0.0001,  issued and outstanding.  Of these, 571,199 shares are
held by non affiliates of the registrant. The market value of securities held by
non-affiliates  is  approximately  $85,680  based on a market value per share of
$.15 based on the recent sale price per share of the  registrant's  common stock
on March 10, 2004.

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



                      DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933, as amended  ("Securities Act")
-- N/A.


                                       2
<PAGE>





--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

Item Number and Caption
Page

      Special Note Regarding Forward-Looking Statements........................4

PART I

     1.  Description of Business...............................................4

     2.  Description of Property...............................................6

     3.  Legal Proceedings.....................................................6

     4.  Submission of Matters to a Vote of Security Holders...................6

PART II

     5.  Market for Common Equity and Related Stockholder Matters..............6

     6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.................................................8

     7.  Financial Statements..................................................9

     8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure..................................................9

     8A. Controls and Procedures..............................................10

PART III

     9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act....................10

     10. Executive Compensation...............................................11

     11. Security Ownership of Certain Beneficial Owners and Management.......11

     12. Certain Relationships and Related Transactions.......................12

     13. Exhibits and Reports on Form 8-K.....................................14

     14. Principal Accountant Fees and Services...............................15


                                       3
<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains certain financial  information and statements regarding our
operations and financial prospects of a forward-looking  nature.  Although these
statements accurately reflect management's current understanding and beliefs, we
caution you that  certain  important  factors may affect our actual  results and
could  cause  such  results  to  differ  materially  from  any   forward-looking
statements which may be deemed to be made in this Report. For this purpose,  any
statements  contained in this Report which are not statements of historical fact
may be deemed to be forward-looking statements.  Without limiting the generality
of the foregoing, words such as, "may", "will", "intend",  "expect",  "believe",
"anticipate",   "could",  "estimate",  "plan"  or  "continue"  or  the  negative
variations  of those words or  comparable  terminology  are intended to identify
forward-looking  statements.  There  can be no  assurance  of any kind that such
forward-looking  information and statements will be reflective in any way of our
actual future operations and/or financial  results,  and any of such information
and  statements  should  not be  relied  upon  either  in  whole  or in  part in
connection with any decision to invest in the shares.

                                     PART I


Item 1.  Description of Business

Investing  in our  common  stock  involves  a high  degree of risk.  You  should
carefully  consider  the risks and  uncertainties  described  below  before  you
purchase any of our common stock.  The Description of our Business follows these
risk factors.

If any of these risks or uncertainties  actually occur, our business,  financial
condition or results of operations could be materially  adversely  affected.  In
this event you could lose all or part of your investment.

                          RISKS CONCERNING OUR BUSINESS

LACK OF PROFIT FROM OPERATIONS.

CompuPrint is not currently  profitable.  It has not been profitable since 1997.
The  current  revenues  have  yet to  reach  the  levels  necessary  to meet all
operating expenses.

WE ARE DEPENDENT UPON DAVID R. ALLISON,  ANY REDUCTION IN HIS ROLE IN COMPUPRINT
WOULD HAVE A MATERIAL ADVERSE EFFECT.

The  success of  CompuPrint  is  dependent  on the vision,  knowledge,  business
relationships and abilities of CompuPrint's  president,  CFO and Chairman of the
Board of Directors, David R. Allison. Any reduction of Mr. Allison's role in the
business would have a material adverse effect on CompuPrint. CompuPrint does not
have an  employment  contract  with Mr.  Allison,  nor a key man life  insurance
policy.


WE HAVE BEEN DEPENDENT UPON PRIVATE  PLACEMENTS AND  AFFILIATE/INTERESTED  PARTY
TRANSACTIONS  FOR  WORKING  CAPITAL  AND WE MAY  HAVE  DIFFICULTY  IN  OBTAINING
ADDITIONAL  FUNDING,  IF REQUIRED,  AND  THEREFORE IT MAY BE DIFFICULT FOR US TO
CONTINUE OUR OPERATIONS.

                                       4
<PAGE>

We have been  dependent  upon proceeds  from private  offerings of our stock and
from debt  offerings to our  officers and  directors.  If  additional  funds are
needed,  we may have difficulty  obtaining them, and we may have to accept terms
that would  adversely  affect our  shareholders.  For example,  the terms of any
future  financings may impose  restrictions on our right to declare dividends or
on the manner in which we conduct our business.  Also,  lending  institutions or
private  investors  may impose  restrictions  on future  decisions by us to make
capital expenditures, acquisitions or asset sales. Therefore it may be difficult
for us to continue our  operations,  which may result in a complete loss of your
investment.

We may not be able to locate additional  funding sources at all or on acceptable
terms. If we cannot raise funds on acceptable  terms, if and when needed, we may
not be able to  grow  our  business  or  respond  to  competitive  pressures  or
unanticipated requirements, which could seriously harm our business.

UNLESS A PUBLIC MARKET  CONTINUES  FOR OUR COMMON STOCK,  YOU MAY NOT BE ABLE TO
SELL YOUR SHARES, THEREFORE YOUR INVESTMENT WOULD BE A COMPLETE LOSS.

There has been no  significant  public  market for our common  stock.  An active
trading  market may never  develop or, if developed,  it may not be  maintained.
Failure to develop or maintain an active trading market could negatively  affect
the price of our  securities,  and you may be unable  to sell your  shares,  and
therefore your investment would be a complete loss.


OUR STOCK IS SUBJECT TO THE PENNY STOCK RULES.

Broker-dealer  practices in connection  with  transactions in "penny stocks" are
regulated by certain rules adopted by the  Securities  and Exchange  Commission.
Penny stocks  generally  are equity  securities  with a price of less than $5.00
(other than securities  registered on certain national  securities  exchanges or
quoted on the  NASDAQ  Stock  Market  provided  that  current  price and  volume
information  with respect to  transactions in such securities is provided by the
exchange  or  system).  The  rules  require  that a  broker-dealer,  prior  to a
transaction  in a penny stock not  otherwise  exempt  from the rules,  deliver a
standardized  risk  disclosure  document that provides  information  about penny
stocks and the risks in the penny  stock  market.  The  broker-dealer  also must
provide the customer with current bid and offer  quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction  and monthly  account  statements  showing the market  value of each
penny stock held in the customer's  account.  In addition,  the rules  generally
require that prior to a transaction  in a penny stock,  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  agreement to
the transaction.  These disclosure  requirements may have the effect of reducing
the liquidity of penny stocks.  If our  securities  become  subject to the penny
stock rules,  investors in the offering may find it more difficult to sell their
securities.

                                       5
<PAGE>


                                  OUR BUSINESS

THE COMPANY

Prior to  2002,  CompuPrint,  Inc.  (the  "Company")  was a  remanufacturer  and
distributor of laser and ink jet printer cartridges.  Prior to 2003, the Company
repaired and marketed  laser  printers,  and  collected  empty laser and ink jet
cartridges for reuse. The Company's  operations now consist of the sale of laser
and ink jet printer cartridges through independent sales representatives who are
compensated  on a  commission  basis.  The  Company  is also  seeking to acquire
another business.

On August 19, 2003,  the Company sold all operations and net assets of its laser
and  inkjet  printer  cartridge  operations  in  exchange  for  forgiving  debt,
resulting in a gain of $37,701.


EMPLOYEES

As of March 10, 2004, the company had no full time employees.

INTELLECTUAL PROPERTY

We have no trademark, copyright or patent protection at this time.

REGULATION

Our operations are not currently  subject to direct  regulation by  governmental
agencies other than regulations applicable to businesses generally.

Item 2.  Description of Property

We currently do not own or lease any real property. Our operations are conducted
out of the office of our principal executive officer.

Item 3.  Legal Proceedings

We are not a party to, nor are we aware of any  existing,  pending or threatened
lawsuits or other legal actions.

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

         None.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

MARKET INFORMATION

         Our  Common  Stock is quoted  on the  Over-the-Counter  Bulletin  Board
operated by the  National  Association  of  Securities  Dealers.  Our shares are
listed under the symbol "CPPT."

                                       6
<PAGE>


         The following table sets forth, for the fiscal quarters indicated,  the
high and low bid prices per share of our Common  Stock as  reported  on the NASD
Over-the-Counter  Bulletin  Board.  The quotations  reflect inter dealer prices,
without retail mark-up,  mark-down or commissions  and may not represent  actual
transactions.

                                                         Common Stock
                                                    ----------------------
                                                    High               Low
                                                    ----               ---
Year Ended December 31, 2002
----------------------------

Fourth Quarter (first available October 31, 2002)   .50                .25



Year Ended December 31, 2003
----------------------------

First Quarter                                       .25                .05

Second Quarter                                      .06                .05

Third Quarter                                       .06                .06

Fourth Quarter                                      .15                .06




      On March 10, 2004, the closing bid price for our common stock was $ .15.
*

There are approximately sixty (60) record holders of common equity.

We have  outstanding  3,892,277  shares of our common  stock.  Of these  shares,
892,277 shares, will be freely tradable without restriction under the Securities
Act unless  held by our  "affiliates"  as that term is defined in Rule 144 under
the Securities Act. These shares will be eligible for sale in the public market,
subject to certain volume  limitations and the expiration of applicable  holding
periods under Rule 144 under the Securities Act.  Non-affiliates  currently hold
571,199 shares of our common stock.  In general,  under Rule 144 as currently in
effect,  a person (or persons whose shares are aggregated) who has  beneficially
owned  restricted  shares for at least one year (including the holding period of
any prior owner or affiliate)  would be entitled to sell within any  three-month
period a number of shares that does not exceed the greater of (1)% of the number
of shares of common stock then  outstanding  or (2) the average  weekly  trading
volume of the common stock during the four calendar  weeks  preceding the filing
of a From 144 with  respect to such sale.  Sales under Rule 144 are also subject
to  certain  manner  of  sale  provisions  and  notice  requirements  and to the
availability of current public information about us. Under Rule 144(k), a person
who is not deemed to have been an  affiliate  of us at any time during the three
months preceding a sale, and who has  beneficially  owned the shares proposed to
be sold for at least two years  (including the holding period of any prior owner
except an affiliate), is entitled to sell such shares without complying with the
manner of sale,  public  information,  volume limitation or notice provisions of
Rule 144.

We can offer no  assurance  that an active  public  market  in our  shares  will
develop.  Future sales of substantial amounts of our shares in the public market
could  adversely  affect  market prices  prevailing  from time to time and could
impair our ability to raise capital through the sale of our equity securities.

                                       7
<PAGE>


DIVIDEND POLICY

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
anticipate  that any earnings will be retained for  development and expansion of
our  business  and  we do  not  anticipate  paying  any  cash  dividends  in the
foreseeable  future.  Our board of  directors  has sole  discretion  to pay cash
dividends  based on our  financial  condition,  results of  operations,  capital
requirements, contractual obligations and other relevant factors.


Item  6. Management's Discussion and Analysis of Financial Condition and Results
      of Operation

OVERVIEW

CompuPrint,  Inc. was incorporated under the laws of North Carolina on September
15, 1995.  CompuPrint was a distributor of laser and ink jet printer cartridges.
The Company also engaged in the recycling of printer  cartridges.  The Company's
operations  now  consist  of the sale of laser  and ink jet  printer  cartridges
through  independent sales  representatives  who are compensated on a commission
basis. The Company is also seeking to acquire another business.


RESULTS OF OPERATIONS


Year Ended December 31,  2003 Compared to Year Ended December 31, 2002

         Loss from  discontinued  operations  during the year ended December 31,
2003 (the  "2003  Period")  was  $433,120  compared  to loss  from  discontinued
operations  during the year ended  December  31,  2002 (the  "2002  Period")  of
$765,144.

         The Company realized a gain on the disposal of discontinued  operations
during  the 2003  Period of  $37,701  with no  comparable  gain  during the 2002
Period.

         The Company realized a gain on the early  extinguishment of debt during
the 2003 Period of $498,220 with no comparable gain during the 2002 Period.

         The Company's  net income during the 2003 Period was $102,801  compared
to a loss  during  the 2002  Period  of  $765,144,  as a result  of the  factors
described above.

Liquidity and Capital Resources

         Management believes that CompuPrint will require additional funding for
working capital in order to sustain its operations. Management is also searching
for new  business  opportunities  in the  laser  and  inkjet  printer  cartridge
business and a business to acquire in exchange for shares of its common stock.

                                       8
<PAGE>


         As of December 31, 2003, CompuPrint had no cash and no other assets. As
of December 31, 2003, we had an accumulated deficit of $2,083,861.

Item 7.  Financial Statements

         The financial statements included beginning  immediately  following the
signature  page  to  this  report.  See  Item  13  for a list  of the  financial
statements and financial statement schedules included.

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

         Rogoff & Co., P.C. was the  independent  certifying  accountant for the
Company for the fiscal years ended December 31, 2001 and 2002.

         On  February  10,  2004,  Rogoff & Co.,  P.C.  declined  to  stand  for
reappointment as the Company's  certifying  accountant.  Subsequently we engaged
Sherb & Co.,  LLP,  805  Third  Avenue,  New  York,  NY 10022 as our  certifying
accountant  for the fiscal year ending  December 31, 2003.  The  appointment  of
Sherb & Co., LLP was approved by our board of directors.

         The reports of Rogoff & Co., P.C. on the Company's financial statements
for the fiscal years ended December 31, 2001 and 2002 when issued,  contained no
adverse opinion or disclaimer of opinion,  nor was either  qualified or modified
as to uncertainty,  audit scope or accounting principle,  except that the report
of Rogoff & Co.,  P.C. for the fiscal year ended  December  31, 2002  included a
qualification  in which Rogoff & Co.,  P.C.  noted  substantial  doubt about the
Company's ability to continue as a going concern.

         In  connection  with the audits of the fiscal years ended  December 31,
2001  and  2002  and  during  the  subsequent   interim  period   preceding  its
declination,  there were no disagreements  between the Company and Rogoff & Co.,
P.C. on any matter of accounting  principles or practices,  financial  statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved  to its  satisfaction,  would have  caused  Rogoff & Co.,  P.C. to make
reference  to the subject  matter of the  disagreement  in  connection  with its
reports.

         In  connection  with the audits of the fiscal years ended  December 31,
2001 and 2002, and during the subsequent interim period preceding its dismissal,
Rogoff & Co., P.C. did not advise the Company that:

         (A) internal  controls  necessary  for the Company to develop  reliable
financial statements did not exist;

         (B)  information  had come to its attention that led it to no longer to
be  able  to  rely  on the  Company's  management's  representations  or made it
unwilling to be associated with the financial statements prepared by management;

         (C) there was a need to expand significantly the scope of its audit, or
that  information  had come to its  attention  during such time  periods that if
further investigated might: (i) materially impact

                                       9
<PAGE>


the fairness or  reliability  of either a previously  issued audit report or the
underlying  financial  statements,  or the financial  statements issued or to be
issued  covering the fiscal  periods  subsequent  to the date of the most recent
financial  statements  covered  by an  audit  report,  or  (ii)  cause  it to be
unwilling to rely on  management's  representations  or be  associated  with the
Company's financial statements.

         Prior  to  engaging  Sherb  & Co.,  LLP,  we did  not  consult  with it
regarding the  application  of accounting  principles to a specific or completed
transaction or the type of audit opinion that might be rendered on our financial
statements.


Item 8A.   Controls and Procedures.

Our principal  executive  officer and principal  financial officer evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended)  as of the end of the  period  covered  by this  report.  Based on this
evaluation,  the Company's  principal  executive officer and principal financial
officer have concluded that the Company's  controls and procedures are effective
in providing  reasonable assurance that the information required to be disclosed
in this report has been recorded,  processed,  summarized and reported as of the
end of the period covered by this report.

During the period  covered by this report,  there have not been any  significant
changes in our internal  controls or, to our  knowledge,  in other  factors that
could significantly affect our internal controls.

                                    Part III


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

EXECUTIVE OFFICERS AND DIRECTORS

The following are CompuPrint's  directors and executive  officers.  The terms of
all  directors  expire  at the next  annual  meeting  of  shareholders  and upon
election  of their  successors.  The  terms of all  officers  expire at the next
annual meeting of the board of directors and upon the election of the successors
of such officers.

Name                        Age       Position
----                        ---       --------
David R. Allison            56        President, CFO and Director

DAVID R. ALLISON,  President,  CFO and Chairman of the Board of Directors  since
August,  2000. From September,  1999 to July 2000 he was vice president of sales
for  CompuPrint.  From 1993 to August 1999 he was vice president of Custom Craft
Packaging,  Inc.  From 1985 to 1993 he was the founder and president of Com-Tech
Packaging,  Inc. Mr. Allison  graduated from the University of Denver with a B.S
degree in Business Administration in 1971.

                                       10
<PAGE>


Item 10.  Executive Compensation

         Executive Compensation

         The following table shows  compensation  earned during the fiscal years
ended  December 31, 2003,  2002 and 2001 by our  president  and chief  executive
officer.

                                                 Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                 Long Term Compensation
                                          Annual Compensation                 Awards                 Payouts
                                                                         Restricted   Securities               All Other
                                                         Other Annual       Stock     Underlying     LTIP       Compen-
           Name &                     Salary    Bonus    Compensation      Awards      Options/     Payouts     sation
     Principal Position        Year     ($)      ($)          ($)            ($)       SARs (#)       ($)         ($)
<S>                            <C>    <C>       <C>       <C>             <C>          <C>          <C>        <C>
David R. Allison               2003     -0-      -0-          -0-            -0-          -0-         -0-         -0-
President, Treasurer and
Secretary
                               2002     -0-      -0-          -0-            -0-          -0-         -0-         -0-
                               2001     -0-      -0-          -0-            -0-          -0-         -0-         -0-
</TABLE>


Item 11. Security Ownership of Certain Beneficial Owners and Management

         Security Ownership of Certain Beneficial Owners

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership  of our common  stock as of March 10,  2004 (i) by each  person who is
known by us to beneficially  own more than 5% of our common stock;  (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group:


<TABLE>
<CAPTION>

                                                              AMOUNT OF COMMON       PERCENT OF CLASS
NAME AND ADDRESS OF             EXECUTIVE OFFICE HELD        STOCK BENEFICIALLY          OF COMMON
BENEFICIAL OWNER (1)                  (IF ANY)                    OWNED (2)              STOCK (3)
--------------------                  --------                    ---------              ---------
<S>                       <C>                                    <C>                   <C>
David R. Allison          President, CEO and Director            3,073,830                  79.0%

All Executive Officers and Directors
as a Group (1 person)                                            3,073,830                  79.0%

</TABLE>

(1)  Unless otherwise  indicated,  the address of each principal  shareholder is
     c/o CompuPrint,  Inc.,  6040-A Six Forks Road,  Suite 179,  Raleigh,  North
     Carolina 27609.

(2)  Beneficial  Ownership is determined  in  accordance  with Rule 13d-3 of the
     1934 Exchange Act and generally  includes  voting or investment  power with
     respect  to  securities.  Shares of common  stock  subject  to  options  or
     warrants   currently   exercisable  or   convertible,   or  exercisable  or
     convertible  within 60 days of March 10, 2004, are deemed  outstanding  for
     computing the  percentage of the person  holding such option or warrant but
     are not  deemed  outstanding  for  computing  the  percentage  of any other
     person. To the best knowledge of CompuPrint,  each of the beneficial owners
     listed herein has direct  ownership of and sole voting power and investment
     power with respect to the shares of our common  stock,  except as set forth
     herein.

                                       11
<PAGE>

(3)  Percentages  are  based on a total of  3,892,277  shares  of  common  stock
     outstanding on March 10, 2004.

Item 12.  Certain Relationships and Related Transactions

There is a Voting Trust  Agreement  dated  September  30,  2000,  among David T.
Seaford, CompuPrint and Peter L. Coker, whereby Peter L. Coker is the trustee of
David T.  Seaford's  87,848  shares of common stock of  CompuPrint,  and as such
Peter L. Coker has the voting rights to those shares.

In January 2001, CompuPrint's founder and former president David T. Seaford sold
to David R. Allison 10,000 shares of Mr.  Seaford's  CompuPrint  common stock in
exchange for $900 and 2,040 shares of Wolfpack  Corporation (now Equitel,  Inc.)
common stock which was owned by David R. Allison.  The Wolfpack stock was valued
at $2.50 per share and the value placed on the 10,000  shares of the  CompuPrint
common stock was $.60 per share. The total purchase price was $6,000. The market
price of the Wolfpack stock in January,  2001 was $.66 per share.  The valuation
of the  Wolfpack  stock and  CompuPrint  stock was a  negotiated  price that the
parties mutually agreed upon on October 1, 2000 when the purchase  agreement was
entered into.

Pursuant to the Stock Purchase and General Release  Agreement,  between David T.
Seaford,  Peter L. Coker,  David R. Allison and  CompuPrint,  signed  October 1,
2000,  CompuPrint  purchased 27,000 shares of its common stock at $.30 per share
from David T. Seaford as follows:  on January 19, 2001, 9,000 shares; on July 2,
2001, 9,000 shares; and on August 15, 2001, 9,000 shares.

In April 2001,  CompuPrint's  founder and former president David T. Seaford sold
to David R. Allison 15,000 shares of Mr.  Seaford's  CompuPrint  common stock in
exchange for $1,688 and 3,825 shares of Wolfpack  Corporation common stock which
was owned by David R. Allison.  The Wolfpack stock was valued at $2.50 per share
and the value  placed on the 15,000  shares of the  CompuPrint  common stock was
$.75 per share.  The total purchase  price was $11,250.  The market price of the
Wolfpack stock in April was $.63 per share.  The valuation of the Wolfpack stock
and CompuPrint  stock was a negotiated  price that the parties  mutually  agreed
upon on October 1, 2000 when the purchase agreement was entered into.

In July 2001, CompuPrint's founder and former president David T. Seaford sold to
David R.  Allison,  CompuPrint's  president,  CEO and  Chairman  of the Board of
Directors, 20,000 shares of CompuPrint's common stock in exchange for $2,700 and
6,120  shares of Wolfpack  Corporation  common stock which was owned by David R.
Allison.  The Wolfpack  stock was valued at $2.50 per share and the value placed
on the 20,000 shares of CompuPrint's  common stock was $.90 per share. The total
purchase price was $18,000.  The market price of the Wolfpack stock in July 2001
was $.55 per share. The valuation of the Wolfpack stock and CompuPrint stock was
a negotiated price that the parties mutually agreed upon on October 1, 2000 when
the purchase agreement was entered into.

In October 2001, CompuPrint's founder and former president David T. Seaford sold
to David R. Allison 25,000 shares of  CompuPrint's  common stock in exchange for
$3,938 and 8,925 shares of












                                       12
<PAGE>


Wolfpack  Corporation  common  stock  which was owned by David R.  Allison.  The
Wolfpack  stock was valued at $2.50 per share and the value placed on the 25,000
shares of the CompuPrint common stock was $1.05 per share.  Total purchase price
$26,250.  The market price of the Wolfpack stock in October,  2001 was $1.90 per
share. The valuation of the Wolfpack stock and CompuPrint stock was a negotiated
price that the parties mutually agreed upon on October 1, 2000 when the purchase
agreement was entered into.

In January  2002,  CompuPrint  issued  25,000  shares of its common stock to KGL
Investments,  Ltd.,  the  beneficial  owner  of  which is  Kaplan  Gottbetter  &
Levenson,  LLP, the predecessor firm of counsel to the Company.  The shares were
issued in exchange for $25,000 worth of legal services rendered. The shares were
valued at $1.00 per share.

In March,  2002, for loans received  CompuPrint  issued a promissory  note dated
March 11,  2002 (and  amendments  thereto),  in the amount of $20,000 at 12%, to
Peter L. Coker,  Sr. The  principal and interest are due in one payment on March
11, 2003. The due date on this note has been extended to July 31, 2003.

In March 2002, for loans  received  CompuPrint  issued a replacement  promissory
note to David R.  Allison.  The  promissory  note is dated  March  31,  2002 for
$15,398  at  10%,  which  includes  a  warrant  to  purchase  15,398  shares  of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the promissory note. The due date on this note
has been extended to March 31, 2004.

In March,  2002, for loans received,  CompuPrint issued a promissory note to the
Elizabeth  H.  Allison  1995  Education  Trust.  David R.  Allison  is among the
beneficiaries  to the Elizabeth H. Allison 1995 Education  Trust. The promissory
note is dated March 31,  2002,  for $8,500 at 10%,  which  includes a warrant to
purchase  8,500  shares of  CompuPrint's  common  stock at $.01 per  share.  The
principal and interest are due in one payment on March 31, 2003.  The warrant is
dated March 31, 2002 and expires March 31, 2007.  CompuPrint is not  registering
the issuance or resale of the warrant shares  accompanying  the promissory note.
The due date on this note has been extended to March 31, 2004.

In March 2002, for loans received,  CompuPrint issued a replacement consolidated
promissory  note to Peter L. Coker,  Sr. The promissory  note is dated March 31,
2002, for $210,165 at 10%,  which includes a warrant to purchase  210,165 shares
of CompuPrint's  common stock at $.01 per share.  The principal and interest are
due in one  payment on March 31,  2003.  The warrant is dated March 31, 2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant  shares  accompanying  the promissory  note.  This  promissory  note
replaces and  consolidates  14  promissory  notes issued to Mr. Coker from March
2000 to November  2001. The due date on this note has been extended to March 31,
2004.

In March  2002,  for loans  received,  CompuPrint  issued a  promissory  note to
director  Peter L. Coker,  Sr. The  promissory  note is dated March 31, 2002 for
$20,313 at 12% interest,  which includes a warrant to purchase  20,313 shares of
CompuPrint's  common stock at $.01 per share. The principal and interest are due
in one  payment  on March 31,  2003.  The  warrant is dated  March 31,  2002 and
expires March 31, 2007.  CompuPrint is not registering the issuance or resale of
the warrant shares  accompanying  the promissory note. The due date on this note
has been extended to March 31, 2004.


                                       13
<PAGE>


In January 2003,  for loans  received,  CompuPrint  issued a promissory  note to
director Peter L. Coker,  Sr. The  promissory  note is dated January 2, 2003 for
$50,000 at 12%  interest.  The  principal and interest are due in one payment on
January 2, 2004.

In August 2003,  CompuPrint settled the outstanding  balance due to all its note
holders of $617,614 for aggregate payments of $261,766. Simultaneously with this
transaction,  the note  holders  agreed to the  cancellation  of all warrants to
acquire  CompuPrint  common  stock that they then held.  Warrants  to acquire an
aggregate of 355,614 shares of common stock were cancelled.

In December  2003,  CompuPrint  issued  3,000,000  shares of its common stock to
David Allison in consideration for his duties relating to his appointment as our
sole officer.

We believe that the terms of the above transactions are commercially  reasonable
and no less  favorable to us than we could have  obtained  from an  unaffiliated
third  party on an arm's  length  basis.  To the  extent we may  enter  into any
agreements  with  related  parties in the  future,  the board of  directors  has
determined that such agreements must be on similar terms.


Item 13.  Exhibits, and Reports on Form 8 K

     (a)  The following documents are filed as part of this report.

1.    Financial Statements                                                  Page


      Report  of  Rogoff  & Co.,  P.C.,  Independent  Certified  Public
      Accountants                                                            F 2

      Report  of Sherb & Co,  LLP,  Independent  Certified  Public
      Accountants                                                            F 3

      Balance Sheet as of December 31, 2003                                  F 4

      Statements of Operations for the years ended
      December 31, 2003, and 2002                                            F 5

      Statements of Cash Flows for the years ended
      December 31, 2003 and 2002                                             F 6

      Statement of Stockholders' Deficit for the years
      ended December 31, 2003 and 2002                                       F 7

      Notes to Financial Statements                                          F 8

2.    Financial Statement Schedules

         All  financial  statement  schedules  are omitted  because they are not
applicable or the required  information is shown in the financial  statements or
notes thereto.


3.       Exhibits



                                       14
<PAGE>


     (a)  The following exhibits are included as part of this report:



    EXHIBIT
    NUMBER                                              DESCRIPTION
    ------                                              -----------

      3.1      Articles of Incorporation*
      3.2      Articles of Amendment of Articles of Incorporation*
      3.3      By-Laws*
      9.1      Voting Trust Agreement with David T. Seaford*
     31.1      Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal
               Executive Officer
     31.2      Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial
               Officer
     32.1      Certification of Chief Executive Officer pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002
     32.2      Certification of Chief Financial Officer pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002

----------

*  Incorporated by reference to  Registration  Statement on Form SB-2 filed with
   the Securities and Exchange Commission, Registration Statement No. 333-90272,
   on June 11, 2002.

** Incorporated by reference to  Registration  Statement on Form SB-2 filed with
   the Securities and Exchange Commission, Registration Statement No. 333-90272,
   on July 24, 2002.


     (b)  Reports on Form 8 K.

         None.

Item 14. Principal Accountant Fees and Services

(1)     Audit Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for the audit of the Registrant's annual financial  statements and review of the
financial  statements included in the Registrant's Forms 10-QSB or services that
are  normally  provided by the  accountant  in  connection  with  statutory  and
regulatory filings or engagements for fiscal year 2003 were $13,500.

The aggregate fees billed for  professional  services  rendered by Rogoff & Co.,
P.C. for the audit of the Registrant's annual financial statements and review of
the financial  statements  included in the Registrant's Forms 10-QSB or services
that are normally  provided by the  accountant in connection  with statutory and
regulatory filings or engagements for fiscal year 2002 were $16,000.

                                       15
<PAGE>


(2)     Audit Related Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for audit related services for fiscal year 2003 were $0.

The aggregate fees billed for  professional  services  rendered by Rogoff & Co.,
P.C. for audit related services for fiscal year 2002 were $1,725.


(3)     Tax Fees

The aggregate fees billed for professional services rendered by Sherb & Co., LLP
for the preparation of the registrant's tax returns,  including tax planning for
fiscal year 2003 were $0.

The aggregate fees billed for  professional  services  rendered by Rogoff & Co.,
P.C. for the preparation of the registrant's tax returns, including tax planning
for fiscal year 2002 were $ 0.


(4)     All Other Fees

None.

(5)     Audit Committee Policies and Procedures

The Registrant does not have an audit  committee.  The Board of Directors of the
Registrant  approved all of the services  rendered to the  Registrant by Sherb &
Co., LLP for fiscal years 2003 and 2002.

(6)     Audit Work  Attributed to Persons Other than Sherb & Co., LLP Full-time,
        Permanent Employees.

Not applicable.

                                       16
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.


                                             COMPUPRINT, INC.


         Dated: April 14, 2004               By: /s/ David R. Allison
                                                 -------------------------------
                                             David R. Allison
                                             President, Chief Executive
                                             Officer, Chief Financial
                                             Officer, Treasurer and Sole
                                             Director

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 14th day of April 2004.

                                             By: /s/ David R. Allison
                                                 -------------------------------
                                             David R. Allison
                                             President, Chief Executive Officer,
                                             Chief Financial Officer, Treasurer
                                             And Sole Director



                                       17
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                COMPUPRINT, INC.




Independent Auditors' Report...........................................F-2 - F-3

Balance Sheet as of December 31, 2003 .......................................F-4

Statements of Operations for the years ended December 31, 2003
  and 2002 ..................................................................F-5

Statement of Shareholders' Deficit as of and for the years
  ended December 31, 2002 and 2003...........................................F-6

Statements of Cash Flows for the years ended December 31, 2003
  and 2002 ..................................................................F-7

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


                                      F-1

<PAGE>

                          Independent Auditors' Report


The Stockholders and Board of Directors
of CompuPrint, Inc.


We have audited the accompanying statements of operations, changes in
stockholders' deficit and cash flows of CompuPrint, Inc., for the year ended
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above of CompuPrint, Inc.,
present fairly, in all material respects, the results of its operations and its
cash flows for the year ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the 2002 financial
statements, the Company has incurred losses of $765,144 for the year ended
December 31, 2002, has an accumulated deficit of $2,186,662 and negative working
capital of $331,079 as of December 31, 2002. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans regarding these matters are also discussed in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this matter.


/s/ Rogoff and Company, P.C.

New York, New York
February 12, 2003

                                      F-2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders' of
Compuprint, Inc.

We have  audited  the  accompanying  balance  sheet of  Compuprint,  Inc.  as of
December  31,  2003 and the  related  statements  of  operations,  shareholders'
deficit and cash flows for the year then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the 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  audit  provides  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 Compuprint, Inc. as of December
31, 2003 and the results of its  operations and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company has experienced losses and negative cash flows
for  the  year  ended  December  31,  2003.  Additionally,  the  Company  has an
accumulated   deficit  and  negative  working   capital.   These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



                                             /s/Sherb & Co., LLP
                                             -------------------
                                             Certified Public Accountants

New York, New York
April 13, 2004



                                      F-3
<PAGE>

                                COMPUPRINT, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003


TOTAL ASSETS                                                        $         -
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
      Advances from shareholder                                     $   365,553
                                                                    -----------

          Total current liabilities                                     365,553
                                                                    -----------
Stockholders' deficit:
      Preferred stock; $.0001 par value, 1,000,000 shares
          authorized, none outstanding                                        -
      Common stock; $.0001 par value, 9,000,000 shares
          authorized, 3,892,277 shares issued and outstanding               389
      Additional paid-in capital                                      1,717,919
      Accumulated deficit                                            (2,083,861)
                                                                    -----------

          Total stockholders' deficit                                  (365,553)
                                                                    -----------
                                                                    $         -
                                                                    ===========

                 See accompanying notes to financial statements

                                       F-4
<PAGE>


                            COMPUPRINT, INC.
                        STATEMENTS OF OPERATIONS
<table>
<caption>

                                                                       Years Ended December 31,
                                                                   ----------------------------
                                                                       2003           2002
                                                                   ------------   -------------

                                                                <c>            <c>
Discontinued operations:
      Loss from discontinued operations                            $   (433,120)  $    (765,144)
      Gain on disposal of discontinued operations                        37,701               -
                                                                   ------------   -------------

Loss from discontinued operations                                      (395,419)       (765,144)

Other expense - forgiveness of debt                                     498,220               -
                                                                   ------------   -------------

Net income (loss)                                                  $    102,801   $    (765,144)
                                                                   ============   =============

Basic income (loss) per common share:

      Loss from discontinued operations                            $      (0.47)  $       (0.86)

      Gain on disposal of discontinued operations                          0.04               -

      Other expense - forgiveness of debt                                  0.54               -
                                                                   ------------   -------------

      Income (loss) per common share - basic and diluted           $       0.11   $       (0.86)
                                                                   ============   =============

Weighted average common shares outstanding - basic and diluted          916,935         892,132
                                                                   ============   =============
</table>

                 See accompanying notes to financial statements


                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                                          COMPUPRINT, INC.
                                            STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                               Years Ended December 31, 2002 and 2003



                                                             Common Stock                        Additional       Total
                                                      -------------------------       Paid-in   Accumulated    Stockholders'
                                                         Shares        Amount       Capital       Deficit        Deficit
                                                      -----------   -----------   -----------   -----------    -----------
<S>                                                           <C>           <C>           <C>           <C>            <C>

Balance, December 31, 2001                                865,777   $        87   $ 1,173,764   $(1,421,518)   $  (247,667)

Issuance of common stock for services                      26,500             2        26,498          --           26,500

Issuance of warrants for additional interest                 --            --         337,957          --          337,957

Net loss                                                     --            --            --        (765,144)      (765,144)
                                                      -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2002                                892,277            89     1,538,219    (2,186,662)      (648,354)

Issuance of common stock for services                   3,000,000           300       179,700          --          180,000

Net income                                                   --            --            --         102,801        102,801
                                                      -----------   -----------   -----------   -----------    -----------

Balance, December 31, 2003                              3,892,277   $       389   $ 1,717,919   $(2,083,861)   $  (365,553)
                                                      ===========   ===========   ===========   ===========    ===========



                                           See accompanying notes to financial statements

</TABLE>


                                                                 F-6
<PAGE>

                                COMPUPRINT, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                        Years Ended December 31,
                                                                      ----------------------------
                                                                          2003            2002
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
Cash flows from operating activities:
      Net income (loss)                                           $       102,801 $      (765,144)
      Adjustments to reconcile net income (loss) to cash
      provided by (used in) operating activities:
          Loss on discontinued operations                                 433,120         765,144
          Gain on sale of discontinued operations                         (37,701)              -
          Forgiveness of debt                                            (498,220)              -
          Common stock issued for services                                180,000          26,500
                                                                      ------------    ------------

      Net provided by continuing operations                               180,000          26,500
      Net cash used in discontinued operations                           (355,859)       (233,618)
                                                                      ------------    ------------
Net cash used in operating activities                                    (175,859)       (207,118)
                                                                      ------------    ------------
Cash flows from financing activities:
      Proceeds from notes payable                                          35,000         256,850
      Payments on notes payable                                          (278,866)              -
      Advances from shareholders                                          365,553               -
                                                                      ------------    ------------
Net cash provided by financing activities                                 121,687         256,850
                                                                      ------------    ------------

Net (decrease) increase in cash                                           (54,172)         49,732

Cash, beginning of year                                                    54,172           4,440
                                                                      ------------    ------------
Cash, end of year                                                 $             - $        54,172
                                                                      ============    ============

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

Supplemental disclosure of noncash financing activities:
      Warrants issued for additional interest                     $             - $       337,957
                                                                      ============    ============
      Accrued interest payable reclassed to notes payable         $        34,467 $        37,164
                                                                      ============    ============
      Forgiveness of accounts payable for sale of net assets      $        43,294 $             -
                                                                      ============    ============
</TABLE>

                 Se accompanying notes to financial statements.


                                       F-7
<PAGE>




                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - DESCRIPTION OF BUSINESS

CompuPrint,  Inc. (the "Company") was  incorporated on September 15, 1995 in the
State of North Carolina. On August 19, 2003, the Company sold all operations and
net assets of its laser and inkjet printer cartridge  operations in exchange for
forgiving debt, resulting in a gain of $37,701.  After the sale, the Company has
no operations and is currently  searching for new business  opportunities in the
laser and inkjet printer cartridge industry.

NOTE 2 - GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally  accepted  in the  United  States  of  America  applicable  to a going
concern,  which  contemplates  the  realization  of assets  and  liquidation  of
liabilities  in the normal  course of business.  The Company has an  accumulated
deficit  of   approximately   $2,084,000  and  a  negative  working  capital  of
approximately  $366,000 at December 31, 2003 and has incurred an operating  loss
of  approximately  $395,000 for the year ended December 31, 2003.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans include obtaining capital both from themselves and
the significant stockholder sufficient to meet its minimal operating expenses.

However,  management  cannot  provide any  assurances  that the Company  will be
successful  in  accomplishing  any of its plans.  The  ability of the Company to
continue  as a going  concern is  dependent  upon its  ability  to  successfully
accomplish the plans described in the preceding  paragraph and eventually secure
other sources of financing and attain  profitable  operations.  The accompanying
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES

Use of Estimates

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required 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 the  financial  statements  and revenues and  expenses  during the  reporting
period. Actual results could differ from those estimates.

Reclassifications

Certain items for 2002 have been reclassified to comply with 2003 presentation.

Income Taxes

Deferred income taxes are determined on the liability  method in accordance with
the Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for
Income Taxes.

Earnings (Loss) Per Share

The Company has adopted SFAS, No. 128, Earnings per Share. Basic earnings (loss)
per  share is  computed  by  dividing  net  income  (loss)  available  to common
stockholders by the weighted average number of common shares  outstanding during
the period.  Diluted earnings per share reflects the per share amount that would
have resulted if dilutive  common stock had been  converted to common stock,  as
prescribed by SFAS No. 128.



                                       F-8


<PAGE>


                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 3 - SUMMARY OF SIGNIFANT ACCOUNTING POLICIES (continued)

Stock Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  123"),  encourages,  but does not  require,  companies to
record  compensation cost for stock-based  employee  compensation  plans at fair
value. The Company has chosen to account for stock-based  compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees",  and  related  interpretations.
Accordingly,  compensation  cost for stock options is measured as the excess, if
any, of the estimated  fair market value of the  Company's  stock at the date of
the grant over the amount an employee must pay to acquire the stock. The Company
has adopted the "disclosure only" alternative described in SFAS 123 and SFAS 148
(See Recent Accounting  Pronouncements),  which require pro forma disclosures of
net income and earnings per share as if the fair value method of accounting  had
been applied.

Recent accounting pronouncements

In January 2003, the FASB issued Financial Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). The consolidation requirements of FIN
46 apply  immediately to variable  interest  entities  created after January 31,
2003. The consolidation requirements apply to older entities in the first fiscal
year or interim periods beginning after June 15, 2003. Certain of the disclosure
requirements  apply in all financial  statements  issued after January 31, 2003,
regardless of when the variable  interest  entity was  established.  The Company
does not have variable interest entities and does not expect the adoption of FIN
46 to have a material effect on its financial position or results of operations.

Management  does not believe that any  recently  issued,  but not yet  effective
accounting  pronouncements  if currently adopted would have a material effect on
the accompanying consolidated financial statements.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation--Transition and Disclosure." This statement amends SFAS No. 123, to
provide  alternative  methods of transition  for a voluntary  change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  this statement amends the disclosure  requirements of SFAS No. 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method  used on  reported  results.  The  Company  has adopted the
disclosure provisions in the accompanying financial statements.

In April 2003, the FASB issued SFAS  Statement No. 149,  "Amendment of Statement
133  on  Derivative  Instruments  and  Hedging  Activities,"  which  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative instruments and Hedging Activities.
This  Statement is effective for contracts  entered into or modified  after June
30, 2003,  except for certain hedging  relationships  designated  after June 30,
2003. Most  provisions of this Statement  should be applied  prospectively.  The
adoption  of SFAS No.  149 is not  expected  to have a  material  impact  on the
Company's financial statements.

In May 2003,  the FASB issued SFAS  Statement No. 150,  "Accounting  for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatory  redeemable financial
instruments of nonpublic  entities,  if  applicable.  It is to be implemented by
reporting  the  cumulative  effect of a change in an  accounting  principle  for
financial  instruments  created  before the issuance  date of the  Statement and
still existing at the beginning of the interim period of adoption.  The adoption
of SFAS No.  150 is not  expected  to have a  material  impact on the  Company's
financial statements.

NOTE 4 -NOTES PAYABLE

At  various  times  during  the  year  ended  December  31,  2003,  the  Company
extinguished  approximately  $642,000 of  outstanding  principle  and $63,000 of
interest thereon. The Company paid approximately $279,000 for the release of the
obligations  of  the  Company  to  the  note  holders.  The  Company  recognized
approximately $426,000 from forgiveness of the note payables.


                                       F-9

<PAGE>


                                COMPUPRINT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 5 - DISCONTINUED OPERATIONS

On August 19,  2003,  the  Company  ceased  operations  in  connection  with the
acquisition of its common stock directly by an outside third party. The disposal
of the distribution and recycling  business has been reflected as a discontinued
operation  in  the  statement  of  operations.  The  comparative  statements  of
operation have been restated to reflect the discontinuance.

The Company sold all  operations  and net assets of its laser and inkjet printer
cartridge  operations  in exchange for  forgiving  debt,  resulting in a gain of
$37,701.  Prior  to the  sale of  assets,  the  Company  settled  all  operating
liabilities and recognized  approximately  $72,000 of gain in the extinguishment
of debts.

NOTE 6 - STOCKHOLDERS' DEFICIT

Common Stock

On December 29, 2003, the Company issued 3,000,000 shares of its common stock to
its president for services rendered.  The Company recorded  compensation expense
of $180,000  or $0.06 per share  which  approximates  fair  market  value.  Such
compensation  is reflected in discontinued  operations as the Company's  current
president will continue to serve, up until the time where the Company's previous
operations have transitioned fully to its current ownership.

NOTE 7 - INCOME TAXES

During the year ended  December 31, 2003, the Company had a more than 50% change
in  ownership,  as that term is defined in section 382 of the  Internal  Revenue
Code ("IRC").  Following  such a change in ownership,  the IRC limits the annual
utilization of the Company's net operating losses to the value of the Company at
the date of change multiplied by the Federal long-term-tax exempt interest rate.
However,  in addition to the change in  ownership,  the Company did not continue
its historical business after the change in ownership. Under Section 382 (c) (1)
of the IRC, the Company can no longer use its net operating losses.

The differences  between the recorded  income taxes  (benefits) and the expected
income taxes/(benefit) using a 40% effective tax rate are as follows:

                                                 Year Ended December 31,
                                             -------------------------------
                                                   2003             2003
                                             --------------    -------------
Expected income taxes (benefit)              $       41,000    $    (306,000)
Permanent differences                                72,000           11,000
Utilization of net operating loss                  (113,000)               -
Benefit of net operating loss not recognized              -          295,000
                                             --------------     ------------
                                             $            -     $          -
                                             ==============     ============

NOTE 8 - RELATED PARTY

In connection with the settlement of certain accounts payable and notes payable,
the majority  shareholder  advanced the Company  $365,553.  The advance from the
shareholder currently bears no interest and is payable upon demand.



                                      F-10