SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB

[X]       ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
          EXCHANGE  ACT  OF  1934  For  the  fiscal year ended December 31, 2003

[  ]      TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
          SECURITIES  EXCHANGE  ACT  OF  1943

                                     0-49880
                              (Commission File No.)

                              DCM ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in its Charter)

         NEVADA                                                  95-4643533
(State  of  Incorporation)                                  (IRS  Employer  No.)

7473  West  Lake  Mead  Road,  Las  Vegas  NV                           89128
   (Address of principal executive offices)                           (Zip Code)

Issuer's  telephone  number,  including  area  code:    (800)-921-9881

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

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

                                  Common Stock
                                (Title of class)

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

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

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold,  or  the average bid and asked price of such common equity, a
specified  date  within  the  past  60 days: As of March 31, 2004, the aggregate
market  value of shares held by non-affiliates (based on the close price on that
date  was  $4,665.

     State  the  number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: 6,075,965 shares as of March 31,
2004.


<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

Item                                                                       Page
-------                                                                   ------
<S>                                                                       <C>
1.  Description of Business                                                 3
2.  Description of Property                                                 7
3.  Legal Proceedings                                                       8
4.  Submission of Matters to a Vote of Security Holders                     8
5.  Market for Common Equity and Related Stockholder Matters                8
6.  Management's Discussion and Analysis or Plan of Operation              10
7.  Financial Statements                                                   11
8.  Changes in and Disagreements With Accountants
     on Accounting and Financial Disclosure                                21
9.  Directors, Executive Officers, Promoters and Control Persons;
     Compliance with Section 16(a) of the Exchange Act                     21
10. Executive Compensation                                                 22
11. Security Ownership of Certain Beneficial Owners and Management         23
12. Certain Relationships and Related Transactions                         23
13.  Exhibits and Reports on Form 8-K                                      24
14. Controls and Procedures                                                24
15.  Principal Accountant Fees and Services                                25
</TABLE>



--------------------------------------------------------------------------------
This  form  10KSB  contains forward-looking statements within the meaning of the
federal  securities laws. These forward-looking statements are necessarily based
on  certain  assumptions and are subject to significant risks and uncertainties.
These  forward-looking  statements  are based on management's expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any  of  these  statements  in the future. Actual future performance and results
could  differ  from  that  contained  in  or  suggested by these forward-looking
statements  as a result of factors set forth in this Form 10KSB (including those
sections hereof incorporated by reference from other filings with the Securities
and  Exchange  Commission), in particular as set forth in " Risks Factors" under
Item 1 and set forth in the "Management's Discussion and Analysis" under Item 6.
--------------------------------------------------------------------------------


                                        2
<PAGE>

ITEM  1.     DESCRIPTION  OF  BUSINESS

Our  Contact  Information
-------------------------------

     DCM  ENTERPRISES,  INC.  (the  "Company"  or "DCM") maintains its principal
executive  offices  at  7473  West  Lake  Mead  Road.  Our  telephone  number is
1-800-921-9881.

Organization
-------------------
The  Company  was  originally  formed  under  the laws of the State of Nevada on
September 30, 1996 under the name CRT Corporation. In December 2002, the Company
changed its name to DCM ENTERPRISES, INC. The Company was originally formed as a
management  and  business holding company, but to date, its activities have been
limited.

Ace  Optics  Agreement  and  Rescission
--------------------------------------------------------------

In  June  17th  of  2002, DCM Enterprises, Inc. (the "Company" or "DCM") entered
into  an  asset purchase agreement with Internet Business International, Inc., a
Nevada  Corporation ("IBII") for the purchase of assets consisting of equipment,
inventory,  and  proprietary  information  used  in  the  sale  of  sunglasses
(hereinafter  referred  to  as  "Ace  Optics")  The  purchase price consisted of
2,000,000  restricted shares of DCM common stock. However, due to a disagreement
with  a  former  officer  and  director  of  DCM, the Company was unable to take
control of Ace Optics. Therefore, the transaction was rescinded. On August 22nd,
2003,  DCM  and  IBII  entered  into  an  agreement  to  compensate  DCM for the
rescinded  Ace  Optics agreement. A copy of this Agreement (hereinafter referred
to  as  the  "Compensation  Agreement")  is  hereby  attached  as  Exhibit  2.1.
Pursuant  to  the  Compensation  Agreement, IBII has agreed to compensate DCM in
the  amount  of  $760,000 in either cash, DCM stock, or in other assets mutually
agreed  upon.  The amount owed under this agreement carries a 5% annual interest
rate.  The  entire  amount is owed and due on February 22, 2005. As of March 19,
2004,  IBII  has  made payments to DCM pursuant to the Compensation Agreement as
follows; a total of $130,852 in cash has been paid, a total of 150,000 shares of
DCM  shares  have  been  returned, and equipment and tools valued at $126,846.45
were  transferred  to  the  Company. As of March 19, 2004, the total amount owed
under  the  Agreement  was  approximately  $427,000.  DCM's  Board  of Directors
approved  the  Compensation Agreement. Albert Reda, DCM's CEO and Director, also
serves  as  IBII's CEO, Secretary, and Director. Matt Sebal, the Company's other
Director,  has  no  affiliation  with  IBII.


                                        3
<PAGE>

Description  of  Business
-------------------------

The  Company  is  currently  not  in  operations  but  is  actively  considering
candidates  for  acquisition.

Competition
------------------

We  may  experience substantial competition in its efforts to locate and attract
good  acquisition  candidates.  Our competition are companies looking to acquire
existing  businesses  who  may have significantly greater capital, knowledge and
resources  to  pursue  acquisition  that  may  be  attractive  to  us.

Employees
----------------

We  currently  do  not have any employees.  Our officers currently provide their
time  to  us  without  any  remuneration.


                                  RISK FACTORS

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

The  risks  listed  below should be carefully considered prior to purchasing our
common stock.  Our most significant risks and uncertainties are described below;
however,  they  are  not  the only risks we face.  If any of the following risks
occur,  our  business,  financial  condition,  or results or operations could be
adversely  affected in a material manner.  The trading of our common stock could
decline,  and  you may lose all or part of your investment.  You should purchase
our  common  stock  only  if  you  can  afford  to  lose your entire investment.
--------------------------------------------------------------------------------

                        RISK FACTORS RELATED TO BUSINESS
               --------------------------------------------------


WE  HAVE  A LIMITED OPERATING HISTORY, WHICH COULD MAKE IT DIFFICULT TO EVALUATE
OUR  BUSINESS.

The  Company  has  a  limited  operating history upon which an evaluation of the
Company, its current business and its prospects can be based, each of which must
be  considered  in  light  of  the  risks,  expenses  and  problems  frequently
encountered  by  all companies in the early stages of development. The Company's
prospects  must be considered in light of the risks, uncertainties, expenses and
difficulties  frequently  encountered  by  companies  in  their  early stages of
development.


                                        4
<PAGE>

The  ability  of  the Company to manage its operations, including the amount and
timing  of capital expenditures and other costs relating to the expansion of the
company's  operations,  the  introduction  and  development of different or more
extensive  communities  by  direct  and  indirect  competitors  of  the Company,
including  those  with greater financial, technical and marketing resources, the
inability of the Company to attract, retain and motivate qualified personnel and
general  economic  conditions.

ANTICIPATED  LOSSES  FOR  THE  FORESEEABLE  FUTURE.

The  Company has not achieved profitability to date, and the Company anticipates
that it will continue to incur net losses for the foreseeable future. The extent
of  these  losses  will  depend, in part, on the amount of Company's growth. The
Company  expects  that its operating expenses will increase significantly during
the  next  several  years,  especially  in  the  areas  of brand development and
distribution for its brands. Thus, the Company will need to generate revenues to
achieve  profitability.  To  the extent that increases in its operating expenses
precede  or are not subsequently followed by commensurate increases in revenues,
or  that  the  Company is unable to adjust operating expense levels accordingly,
the  Company's  business, results of operations and financial condition would be
materially  and  adversely affected. There can be no assurances that the Company
can achieve or sustain profitability or that the Company's operating losses will
not  increase  in  the  future.

SELECTION  OF  A  BUSINESS  OPPORTUNITY.

Should the company pursue other potential business opportunities, it anticipates
they  will  be  referred  from  various  sources,  including  its  officers  and
directors,  professional  advisors,  and  its  shareholders,  who  may  present
unsolicited  proposals.  The  Company  does  not  plan  to engage in any general
solicitation  or  advertising  for  a  business opportunity, and would rely upon
personal  contacts  of its officers, as well as indirect associations with other
business  and  professional people. Management's reliance on "word of mouth" may
limit  the  number  of  potential  business  opportunities  identified.

The  Company  will not restrict its search to any particular business, industry,
or  geographical  location.  Management reserves the right to evaluate and enter
into  any  type  of business in any location. In seeking a business venture, the
decision of management will not be controlled by an attempt to take advantage of
any  anticipated  or  perceived appeal of a specific industry, management group,
product,  or  industry,  but  will be based on the business objective of seeking
long-term capital appreciation. The Company may participate in a newly organized
business  venture  or  in  a  more  established business. Participation in a new
business  venture  entails greater risks since, in many instances, management of
such  a venture may not have a proven track record; the eventual market for such
venture's  product  or  services  will  likely  not  be  established;  and,  the
profitability  of  the  venture  will  be  untested and impossible to accurately
forecast.  Should  the Company participate in a more established venture that is
experiencing  financial  difficulty, risks may stem from the Company's inability
to generate sufficient funds to manage or reverse the circumstances causing such
financial  problems.


                                        5
<PAGE>

RISK  ASSOCIATED  WITH  AN  ACQUISITION.

If  appropriate  opportunities  present  themselves,  the  Company would acquire
businesses,  technologies,  services or product(s) that the Company believes are
strategic.

The  Company  currently  has  no  understandings, commitments or agreements with
respect  to  any other material acquisition and no other material acquisition is
currently being pursued. There can be no assurance that the Company will be able
to  identify,  negotiate  or  finance  future  acquisitions  successfully, or to
integrate  such  acquisitions  with  its  current  business.  The  process  of
integrating  an  acquired  business,  technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and may
absorb  significant  management  attention that would otherwise be available for
ongoing  development  of  the  Company's  business.  Moreover,  there  can be no
assurance  that  the  anticipated  benefits of any acquisition will be realized.
Future  acquisitions  could  result  in potentially dilutive issuances of equity
securities,  the  incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could materially
adversely  affect  the  Company's  business, results of operations and financial
condition.  Any  future acquisitions of other businesses, technologies, services
or  product(s)  might  require  the  Company to obtain additional equity or debt
financing, which might not be available on terms favorable to the Company, or at
all,  and  such  financing,  if  available,  might  be  dilutive.

OPERATION  OF  A  BUSINESS  AFTER  AN  ACQUISITION.

If  management  decides  to  pursue a merger or acquisition, the Company will be
dependent  on  the nature of the business and the interest acquired. The Company
is  unable  to  determine at this time whether the Company will be in control of
the  business  or  whether  present management will be in control of the Company
following  the  acquisition.  It  may be expected that the business will present
various  risks,  which  cannot  be  predicted  at  the  present  time.

WE  ARE  DEPENDENT  ON  KEY  PERSONNEL  AND  MAY  BE REQUIRED TO HIRE ADDITIONAL
EMPLOYEES.

The  future success of our Company is, in part, dependent on the services of key
executives.  The  loss  of any of our key management could have material adverse
effects  on  the business of the Company.  Additionally, our continued expansion
may  require  us  to  hire  qualified  individuals  with  backgrounds  in  the
exploration,  mining,  transportation,  distribution,  financial  and securities
industries.  It  may  be difficult to find and hire these individuals, or retain
these  employees  once  hired.  We do not maintain key man life insurance on any
officers.  If  we  are  unable  to  hire and retain the necessary employees, our
business  could  be  adversely  affected.

THERE  EXIST  RISKS  TO  STOCKHOLDERS  RELATING  TO  DILUTION

The  Company's  Certificate  of  Incorporation  authorizes  the  issuance  of
200,000,000  shares  of  common  stock.  As of December 31, 2003 the Company had
6,070,965 shares of common stock issued and outstanding. The Company may, in the
future,  issue  securities  to  raise  capital  or  to  acquire  assets.  To the


                                        6
<PAGE>

extent  that  additional  shares  of  common  stock  are  issued,  the Company's
stockholders  would  experience  dilution  of  their  ownership interests in the
Company.  Furthermore,  the issuance of a substantial number of shares of common
stock  may  adversely  affect  prevailing  market prices, if any, for the common
stock and could impair the Company's ability to raise additional capital through
the  sale  of  its  equity securities. The Company may use consultants and other
third  parties  providing goods and services. These consultants or third parties
may  be  paid  in  cash,  stock, options or other securities of the Company. The
Company  may  in the future need to raise additional funds by selling securities
of  the  Company  which  may  involve  substantial  additional  dilution  to the
investors.

THE  COMPANY  EXPECTS  TO  PAY  NO  CASH  DIVIDENDS

The Company does not expect to pay dividends to the holders of common stock. The
payment of dividends, if any, will be contingent upon the Company's revenues and
earnings,  if  any,  capital  requirements, and general financial condition. The
payment  of  any  dividends  will be within the discretion of the Company's then
Board  of  Directors.  The  Company presently intends to retain all earnings, if
any,  to  implement  its business plan, accordingly, the Board of Directors does
not  anticipate  declaring  any  dividends to the holders of common stock in the
foreseeable  future.

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS

The  Company's  Certificate of Incorporation provides for the indemnification of
its  officers  and  directors to the fullest extent permitted by the laws of the
State  of  Nevada.  It  is possible that the indemnification obligations imposed
under  these  provisions could result in a charge against the Company's earnings
and  thereby  affect  the  availability  of funds for other uses by the Company.

THE  MARKET  PRICE  OF  OUR  COMMON  STOCK  IS  HIGHLY  VOLATILE.

The  market price of our common stock has been and is expected to continue to be
highly  volatile.  Factors,  including  concerns  about our financial condition,
operating  results,  litigation, government regulation, developments or disputes
relating to agreements, may have a significant impact on the market price of our
stock.  In  addition,  there  are  potential dilutive effects of future sales of
shares  of  common  stock  by  shareholders  and  by  the  company.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Our  office  is  located  in  Las Vegas, Nevada.  This office is provided by our
officer  and  director  at  no  charge  to  us.  There are currently no proposed
programs  for  the  renovation,  improvement or development of the facilities we
currently  use. We believe that this arrangement is suitable given the nature of
our  current  operations,  and  also  believe  that  we  will  not need to lease
additional  administrative  offices  for  at  least  the  next  12  months.

In January of 2004, the Company entered into an agreement to purchase .675 acres
of  vacant land in San Bernardino County, California, APN 0537-022-04-0-000. The
Company  purchased  the  land with 150,000 shares of DCM stock. The stock issued
was  treasury  stock  that  was  to  be returned to DCM pursuant to agreement by
Internet  Business's  International, Inc. (See Exhibit 2.1). For expediency, the
stock  was  issued  directly to the sellers by IBII and DCM credited the return.


                                        7
<PAGE>

ITEM  3.   LEGAL  PROCEEDINGS

Current  Litigation

The  company filed a complaint against Wade Whitely captioned CRT vs. Whitley in
Federal  District  Court  of  Nevada,  for  Conversion,  Fraud,  Conspiracy,
Defamations,  Unjust Enrichment, and Equitable Accountings.  In August 2002, Mr.
Whitley  demanded  the  issuance  of  550,000 shares of restricted CRT stock and
50,000  shares of free trading CRT stock. This request was rejected. Mr. Whitley
then in October 2002, of his own volition ceased the operation of Ace Optics and
refused to turn over the books, records, inventory, and equipment that belong to
the  Company.  His  actions have caused the principal business of the Company to
cease  operations.  Mr.  Whitley's  refusal  to  turn over the books and records
prohibits  the  Company  from  the  documentation  necessary to file an accurate
financial  report  for  this  quarter.  The Company at this time does not have a
viable business and is no longer a going concern. This suit was filed before the
Company  changed  its  name.  The  Company  has  since  rescinded the Ace Optics
transaction  with  Internet  Business  International,  Inc.  ("IBII").  IBII has
agreed to appropriately compensate the Company. (See Exhibit 2.1) Therefore, the
Company  is  in  the  process of assigning any and all rights in the law suit to
IBII.

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

There  has  been no action submitted to the shareholders during the 4th Quarter.

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

Our  Common  Stock  is  currently  quoted  on  the  Pink  Sheets, LLC-Electronic
Quotation  Service  under the symbol "DCME"). The following table sets forth the
quarterly  high  and low bid prices for our Common Stock. The quotations reflect
inter-dealer  prices,  as  reported  by the Pink Sheets  service, without retail
mark-up,  markdown  or  commission,  and  may  not  necessarily
represent  actual  transactions.

For  the  Fiscal  Year  Ended  December  31,  Per  Share  Common  Stock  Bid

Prices  by  Quarter

<TABLE>
<CAPTION>
                                    2003                           2002
                                High     Low                  High      Low
<S>                             <C>      <C>                  <C>       <C>
1st  Quarter  3-31                4.10     0.001                0.00     0.00
2nd  Quarter  6-30                0.01     0.001                0.00     0.00
3rd  Quarter  9-30                0.01     0.001                8.00     0.01
4th  Quarter  12-31               0.01     0.001                8.10     0.01
</TABLE>

(b)  Holders  of  Common  Equity

As of December 31, 2003 there were 1,640 shareholders of record of the Company's
Common  Stock.


                                        8
<PAGE>

(c)  Dividends

The  Company  has not declared or paid a cash dividend to stockholders since its
incorporation.  The Board of Directors intends to retain any earnings to finance
Company  operations  and  does  not  expect  to  authorize cash dividends in the
foreseeable future. Any payment of cash dividends in the future will depend upon
the  Company's  earnings,  capital  requirements,  and  other  factors.

Recent  Sales  of  Unregistered  Securities  and  Use  of  Proceeds
---------------------------------------------------------------------------

There  were  no  issuances  of  unregistered  shares  in  the  4th  quarter.

Section  15(g)  of  the  Exchange  Act
-------------------------------------------

The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder, which
impose  additional  sales  practice  requirements on broker-dealers who sell our
securities to persons other than established customers and accredited investors.

Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in pennystocks
unless  the  broker-dealer  has  first  provided  to the customer a standardized
disclosure  document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock  transaction  unless  the  broker-dealer  first discloses and subsequently
confirms  to  the  customer  the  current  quotation  prices  or  similar market
information  concerning  the  penny  stock  in  question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a  customer  unless the broker-dealer first discloses to the customer the amount
of  compensation  or  other remuneration received as a result of the penny stock
transaction.

Rule  15g-5  requires  that a broker-dealer executing a penny stock transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or  prior to the transaction, information about the sales person's compensation.

The  Company's  common  stock  may  be  subject  to  the  foregoing  rules.  The
application  of  the  penny  stock rules may affect our stockholder's ability to
sell  their  shares  because  some  broker-dealers  may not be willing to make a
market in our common stock because of the burdens imposed upon them by the penny
stock  rules.


                                        9
<PAGE>

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

--------------------------------------------------------------------------------
This  report  contains  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results and events could differ materially from those projected,
anticipated,  or  implicit, in the forward-looking statements as a result of the
risk factors set forth below and elsewhere in this report. With the exception of
historical  matters, the matters discussed herein are forward looking statements
that  involve  risks  and uncertainties. Forward-looking statements include, but
are  not  limited  to,  the  date of introduction or completion of our products,
projections  concerning  operations  and available cash flow. Our actual results
could  differ  materially  from  the  results  discussed in such forward-looking
statements.
--------------------------------------------------------------------------------

PLAN  OF  OPERATIONS

The  Company  is  currently  not  in  operations  but  is  actively  considering
candidates for acquisition. We are currently looking for potential opportunities
for  our  business.  We expect to continue to experience additional expenditures
and incur ongoing losses until we are able to acquire and implement the services
and  generate  revenues  and  cash  flows  to satisfy our financial obligations.

We  have  no cash on hand, and may be unable to continue operations for the next
at  least  12  months  if  we  are unable to generate revenues or obtain capital
infusions  by  issuing equity or debt securities in exchange for cash. If we are
unable  to  obtain  capital  through  issuances  of  equity  or debt, Al Reda, a
shareholder  and  Chief Executive Officer of our company, has verbally agreed to
arrange a loan to the Company. We have no formal written agreement with Mr. Reda
for  such  loans,  and  we cannot guarantee that we will be able to enforce this
agreement.  Notwithstanding this, there can be no assurance that we will be able
to  secure  additional  funds  in  the future to stay in business. Our principal
accountants  have expressed substantial doubt about our ability to continue as a
going  concern because we have limited operations and have not commenced planned
principal  operations.

We currently do not own any significant plant or equipment that we would seek to
sell  in  the  near  future.

Our  management  does  not anticipate the need to hire additional full- or part-
time  employees  over  the  next  12  months  until such time we have acquired a
business,  as  the  services  provided  by  our  officers  and  directors appear
sufficient at this time. We believe that our operations are currently on a small
scale  that  is  manageable  by  a  few  individuals.

We  have  not paid for expenses on behalf of any of our directors. Additionally,
we  believe  that  this  fact  shall  not  materially  change.

Cancelled  Mercatus  Loan
In  December  of  2002 the Company entered into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to  which  Mercatus has agreed to provide the Company with loans in an
amount  of  up  to 20% of the Final Market Value (as such term is defined in the
Loan  Agreement) of certain restricted shares of our preferred stock were issued
by the Company in the name of Mercatus to secure the obligations under the loans
(the  "Stock").  The loans are payable to the Company within 10 days of delivery
of  the  Stock  and  related  loan documents.   The maximum loan amount would be
$9,000,000  with  approximate  net proceeds of $7,900,000.  Loans under the Loan
Agreement  are  evidenced  by  the  promissory Notes payable to Mercatus and are
secured by the 20,000,000 shares of common stock. The interest rate on the loans
will  be  set at 5.5%.   Except as otherwise provided in the Loan Agreement, the
Stock  shall  be  held  as  collateral  by  Mercatus  at all times there remains
principal  or  interest owing to Mercatus under the promissory notes. Other than
as  specifically  set  forth  in  the Loan Agreement, the Stock may not be sold,
hypothecated,  assigned, transferred, or otherwise encumbered. In the event of a
default under the Loan Agreement, however, Mercatus may thereafter sell, assign,
hypothecate  or  otherwise  dispose  of  the  Stock.  Under  such circumstances,
Mercatus  assumes  no  responsibility  for the amount of proceeds it may receive
upon  such disposition of the Stock. Any proceeds received by Mercatus in excess
of the default amount plus reasonable attorney's fees, if any, and related costs
of disposition will be returned to the Company. In the event of a default by the
Company, the Company has further agreed to take all reasonable steps to register
the  Stock  for  resale  by  Mercatus.  A  default by the Company under the Loan
Agreement  can  be  expected to have a materially adverse effect on the price of
the  Company's  common  stock.  The  initial  term  of the loan is 5 years, with
interest-only  payments  for the first year of the loan. Upon payment in full of


                                       10
<PAGE>

all  interest and principal due under the loan, the Stock will be returned to us
for  cancellation.  During  the  term of the loan Mercatus will provide a voting
proxy  with  respect  to the Stock to a person designated by the Company. In the
event  of  a  default  however, the proxy shall be deemed null and void.   As of
December 31, 2003, the Mercatus loan had been cancelled to which no amounts were
funded.

ITEM  7.    FINANCIAL  STATEMENTS

                              DCM ENTERPRISES, INC.
                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

Report  of  Independent  Certified  Public  Accountants

Financial  statements

     Balance  sheet

     Statements  of  operations

     Statement  of  stockholders'  equity

     Statements  of  cash  flows

     Notes  to  financial  statements


                                       11
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To  the  Board  of  Directors
DCM  Enterprises,  Inc.
Las  Vegas,  Nevada

We  have  audited the accompanying balance sheet of  DCM Enterprises, Inc. as of
December  31,  2003  and  the  related  statements  of operations, stockholders'
equity,  and  cash  flows  for the years ended December 31, 2003 and 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. Those standards require that we plan and perform the audit
to  obtain  reasonable  assurance  about  whether  the  consolidated  financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall consolidated 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 DCM Enterprises, Inc. as of
December  31,  2003,  and  the  results of its operations and cash flows for the
years  ended December 31, 2003 and 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  as  a  going  concern.  As  discussed  in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
which  raise substantial doubt about its ability to continue as a going concern.
Management's  plans  regarding  those  matters also are described in Note 1. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


/s/ De  Joya  &  Company

De  Joya  &  Company
April  13,  2004
Las  Vega,  Nevada


                                       12
<PAGE>

<TABLE>
<CAPTION>
                              DCM ENTERPRISES, INC.

                                  BALANCE SHEET


                                     ASSETS
<S>                                                       <C>
Current assets
  Cash                                                    $       --
  Due from Internet Business's International, Inc., net.     383,940
  Equipment held for sale. . . . . . . . . . . . . . . .     140,940
                                                          -----------
    Total current assets . . . . . . . . . . . . . . . .     524,880

Fixed assets, net. . . . . . . . . . . . . . . . . . . .          --
                                                          -----------

Total assets . . . . . . . . . . . . . . . . . . . . . .  $  524,880
                                                          ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities. . . . . . . . . . . . . . . . . . .  $       --
                                                          -----------
    Total current liabilities. . . . . . . . . . . . . .          --
                                                          -----------

Total liabilities. . . . . . . . . . . . . . . . . . . .          --

Commitments and contingencies. . . . . . . . . . . . . .          --

Stockholders' equity
  Preferred stock; $0.001 par value; 1,000,000 shares
    authorized, and no shares issued and outstanding . .          --
  Common stock; $0.001 par value; 200,000,000 shares
     authorized, 6,070,965 shares issued and outstanding       6,071
  Additional paid-in capital . . . . . . . . . . . . . .   1,167,897
  Accumulated deficit. . . . . . . . . . . . . . . . . .    (649,088)
                                                          -----------
    Total stockholders' equity . . . . . . . . . . . . .     524,880
                                                          -----------

Total liabilities and stockholders' equity . . . . . . .  $  524,880
                                                          ===========
</TABLE>
The accompanying notes are an integral part of these financial statements


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                DCM ENTERPRISES, INC.
                                               STATEMENT OF OPERATIONS


                                                                       For the year ended     For the year ended
                                                                        December 31, 2003     December 31, 2002
<S>                                                                    <C>                   <C>
Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                --   $               --

Cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . .                   --                   --
                                                                       -------------------   -------------------
  Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . .                   --                   --

Operating expenses
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . .                9,710                5,100
  Bad debt expense related to Internet Business's International, Inc.              383,940                   --
  Stock based compensation. . . . . . . . . . . . . . . . . . . . . .                   --                   --
  Selling general and administrative. . . . . . . . . . . . . . . . .               93,680              156,190
                                                                       -------------------   -------------------
    Total operating expenses. . . . . . . . . . . . . . . . . . . . .              487,330              161,290
                                                                       -------------------   -------------------

  Loss from operations. . . . . . . . . . . . . . . . . . . . . . . .             (487,330)            (161,290)

Provision for income taxes. . . . . . . . . . . . . . . . . . . . . .                   --                   --
                                                                       -------------------   -------------------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          (487,330)  $         (161,290)
                                                                       ====================  ===================
Basic loss per common share . . . . . . . . . . . . . . . . . . . . .  $             (0.08)  $            (0.01)
                                                                       ====================  ===================
Diluted loss per common share . . . . . . . . . . . . . . . . . . . .  $             (0.08)  $            (0.01)
                                                                       ====================  ===================
Basic weighted average common
  shares outstanding. . . . . . . . . . . . . . . . . . . . . . . . .            6,070,965           26,065,965
                                                                       ====================  ===================
</TABLE>
The accompanying notes are an integral part of these financial statements


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                       DCM ENTERPRISES, INC.
                                                 STATEMENT OF STOCKHOLDERS EQUITY

                                              Preferred Stock     Common Stock        Additional      Accumulated    Stockholders'
                                              Shares  Amount    Shares    Amount   Paid-in Capital      Deficit         Equity
                                              ------  -------  ---------  -------  ----------------  -------------  ---------------
<S>                                           <C>     <C>      <C>        <C>      <C>               <C>            <C>
Balance, December 31, 2001 . . . . . . . . .      --  $    --  2,453,628  $ 2,454  $          7,780  $       (468)  $        9,766

Issuance of common stock for services, . . .      --       --  1,612,337    1,612           159,622            --          161,234
0.10 per share

Issuance of common stock for assets, $.50. .      --       --  2,000,000    2,000           998,000            --        1,000,000
per share

Net loss . . . . . . . . . . . . . . . . . .      --       --         --       --                --      (161,290)        (161,290)
                                              ------  -------  ---------  -------  ----------------  -------------  ---------------

Balance, December 31, 2002 . . . . . . . . .      --       --  6,065,965    6,066         1,165,402      (161,758)       1,009,710

Issuance of common stock for services, $.50.      --       --      5,000        5             2,495            --            2,500
per share

Issuance of preferred stock for services,. .      --       --         --       --                --            --               --
0.01 per share

Net loss . . . . . . . . . . . . . . . . . .      --       --         --       --                --      (487,330)        (487,330)
                                              ------  -------  ---------  -------  ----------------  -------------  ---------------

  Balance, December 31, 2003 . . . . . . . .       -  $     -  6,070,965  $ 6,071  $      1,167,897  $   (649,088)  $       24,880
                                              ======  =======  =========  =======  ================  =============  ===============
</TABLE>
The  accompanying  notes  are  an  integral  part  of these financial statements


                                       15
<PAGE>

<TABLE>
<CAPTION>

DCM  ENTERPRISES,  INC.
STATEMENT  OF  CASH  FLOWS

                                                                          For the year ended    For the year ended
                                                                          December 31, 2003     December 31, 2002
                                                                         --------------------  --------------------
<S>                                                                      <C>                   <C>
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          (487,330)  $          (161,290)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
    Depreciation and amortization . . . . . . . . . . . . . . . . . . .                9,710                 5,100
    Stock based compensation. . . . . . . . . . . . . . . . . . . . . .                2,500               161,234
    Bad debt expense related to Internet Business's International, Inc.              383,940                    --
  Changes in operating assets and liabilities:
    Change in due from Internet Business's International, Inc.. . . . .               91,180                    --
    Change in accounts payable and accrued liabilities. . . . . . . . .                   --                (1,665)
                                                                         --------------------  --------------------
      Net cash provided by operating activities . . . . . . . . . . . .                    -                 3,379

Cash flows from investing activities:
  Purchase of fixed assets. . . . . . . . . . . . . . . . . . . . . . .                   --               (13,145)
                                                                         --------------------  --------------------
      Net cash used by investing activities . . . . . . . . . . . . . .                   --               (13,145)
                                                                         --------------------  --------------------

Net change in cash. . . . . . . . . . . . . . . . . . . . . . . . . . .                   --                (9,766)

Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . .                   --                 9,766
                                                                         --------------------  --------------------

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . .  $                --   $                --
                                                                         ====================  ====================

Schedule of non-cash financing and investing activities:
  Acquisition of equipment held for sales through
    reduction of due from Internet Business's International, Inc. . . .  $           140,940   $                --
                                                                         ====================  ====================
</TABLE>
The  accompanying  notes  are  an  integral  part  of these financial statements


                                       16
<PAGE>

                              DCM ENTERPRISES, INC
                          NOTES TO FINANCIAL STATEMENTS

     DESCRIPTION  OF  BUSINESS,  HISTORY  AND  SUMMARY  OF  SIGNIFICANT POLICIES
     ---------------------------------------------------------------------------

Description  of business - DCM Enterprises, Inc., (referred to as the "Company")
------------------------
main  business  activity  is  a management and investment holding company.   The
Company  maintains  an  executive  office  in  Las  Vegas,  Nevada.

History - DCM Enterprises, Inc. ( referred to as the "Company") was incorporated
-------
in  Nevada  on  September  30,  1996.

In June 2002, DCM Enterprises, Inc. the Company entered into  an  asset purchase
agreement  with  Internet  Business  International,  Inc., a Nevada  Corporation
("IBII")  for  the  purchase  of assets consisting of equipment, inventory,  and
proprietary  information  used  in  the  sale  of  sunglasses  (hereinafter
referred  to  as  "Ace  Optics")  The  purchase  price  consisted  of  2,000,000
restricted  shares  of  the Company's common stock valued at $1,000,000 or $0.50
per  share.  However, due to a disagreement with  the Company's  former  officer
and  director, the Company was unable to take control of Ace Optics.  Therefore,
the  transaction  was  rescinded.  On  August 22,  2003,  the Company  and  IBII
entered  into  an  agreement  to  compensate  DCM  for  the rescinded Ace Optics
agreement.  Pursuant  to  the  Compensation  Agreement,  IBII  has  agreed  to
compensate the Company approximately $768,000 in either cash, stock, or in other
assets  mutually  agreed  upon  since  the  Company  has  received approximately
$141,000  in  equipment (see Note 2 for further discussion) and $91,000 in cash.
The  amount  owed  under  this agreement carries a 5% annual interest rate.  The
entire  amount is owed and due on February 22, 2005.  Albert Reda, the Company's
CEO  and  Director,  also serves  as  IBII's CEO, Secretary, and Director.  Matt
Sebal,  the  Company's  other  Director,  has  no  affiliation  with  IBII.

Going  concern  -  The accompanying financial statements have been prepared on a
--------------
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of  liabilities  in the normal course of business. The Company has
incurred  cumulative  net  losses of  approximately $649,000 since its inception
and  requires capital for its contemplated operational activities to take place.
The  company's  ability to raise additional capital through the future issuances
of  the  common  stock  is unknown.  The obtainment of additional financing, the
successful development of the Company's contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for  the  Company  to  continue operations.  The ability to successfully resolve
these factors raise substantial doubt about the Company's ability to continue as
a  going  concern.  The  consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties.

Definition  of  fiscal  year  -  The  Company's  fiscal year end is December 31.
----------------------------

Use  of  estimates  -  The  preparation  of consolidated financial statements in
------------------
conformity  with  accounting  principles generally accepted in the United States
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities  and  disclosure  of contingent assets and
liabilities  at  the  date  of  the  consolidated  financial  statements and the
reported  amounts  of  revenue  and expenses during the reporting period. Actual
results  could  differ  from  those  estimates.

Revenue  recognition  -  Revenues  are recognized during the period in which the
--------------------
revenues  are  received.  Costs and expenses are recognized during the period in
which  they  are  incurred.

Fixed  assets  -  Fixed assets are stated at cost less accumulated depreciation.
-------------
Depreciation  is  provided  principally  on  the  straight-line  method over the
estimated  useful  lives  of  the assets, which are generally 3 to 10 years. The
cost  of repairs and maintenance is charged to expense as incurred. Expenditures
for  property  betterments  and  renewals  are  capitalized.  Upon sale or other
disposition  of  a  depreciable  asset,  cost  and  accumulated depreciation are
removed  from  the  accounts  and  any gain or loss is reflected in other income
(expense).

The  Company  periodically  evaluates  whether  events  and  circumstances  have
occurred  that may warrant revision of the estimated useful life of fixed assets
or  whether  the  remaining  balance  of  fixed  assets  should be evaluated for
possible  impairment.  The  Company uses an estimate of the related undiscounted
cash  flows  over  the  remaining  life  of  the fixed assets in measuring their
recoverability.


                                       17
<PAGE>

1.    DESCRIPTION  OF  BUSINESS  AND SUMMARY OF SIGNIFICANT POLICIES (continued)
      --------------------------------------------------------------

Fair  value  of financial instruments - Financial accounting standards Statement
-------------------------------------
No.  107,  "Disclosure  About Fair Value of Financial Instruments", requires the
Company  to  disclose, when reasonably attainable, the fair market values of its
assets  and  liabilities  which  are  deemed  to  be financial instruments.  The
carrying  amounts  and  estimated  fair  values  of  the  Company's  financial
instruments  approximate  their  fair  value  due  to  the  short-term  nature.

Earnings (loss) per share - Basic earnings (loss) per share exclude any dilutive
-------------------------
effects  of  options, warrants and convertible securities. Basic earnings (loss)
per  share  is  computed using the weighted-average number of outstanding common
stocks  during  the  applicable  period.  Diluted earnings per share is computed
using  the weighted-average  number of common and common stock equivalent shares
outstanding  during the period. Common stock equivalent shares are excluded from
the  computation  if  their  effect  is  antidilutive.

Income  taxes  -  The  Company  accounts for its income taxes in accordance with
-------------
Statement  of Financial Accounting Standards No. 109, which requires recognition
of  deferred tax assets and liabilities for future tax consequences attributable
to  differences  between  the  financial  statement carrying amounts of existing
assets  and  liabilities  and  their  respective  tax  bases  and  tax  credit
carry-forwards.  Deferred  tax assets and liabilities are measured using enacted
tax  rates  expected  to  apply  to  taxable  income in the years in which those
temporary  differences  are  expected  to be recovered or settled. The effect on
deferred  tax  assets  and liabilities of a change in tax rates is recognized in
income  in  the  period  that  includes  the  enactment  date.

Comprehensive  income  (loss)  -  The  Company  has  no  components  of  other
-----------------------------
comprehensive  income.  Accordingly,  net loss equals comprehensive loss for all
periods.

Advertising  costs  -  Advertising  costs  incurred  in  the  normal  course  of
------------------
operations  are  expensed  as incurred.  No advertising costs have been incurred
for  the  years  ended  December  31,  2003  and  2002.

Expenses  of  offering  -  The  Company  accounts for specific incremental costs
----------------------
directly  to  a  proposed  or  actual  offering of securities as a direct charge
against  the  gross  proceeds  of  the  offering.

Stock-based  compensation  -  The  Company  applies  Accounting Principles Board
-------------------------
("APB")  Opinion  No.  25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees.  Under APB
No.  25,  employee  compensation cost is recognized when estimated fair value of
the  underlying  stock  on date of the grant exceeds exercise price of the stock
option.  For  stock  options  and  warrants issued to non-employees, the Company
applies  SFAS  No.  123, Accounting for Stock-Based Compensation, which requires
the  recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.  For years ended
December  31, 2003 and 2002, there were no stock options and/or warrants granted

In  December  2003,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and Disclosure". SFAS No. 148 amends the transition and
disclosure  provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

     New  accounting  pronouncements  - In April 2002, the FASB issued Statement
     -------------------------------
No.  145,  Rescission  of  FASB Statements No. 4, 44, and 64, Amendments of FASB
Statement  No. 13, and Technical Corrections . The Company does not believe that
the  adoption of this pronouncement will have a material effect on its financial
statements.


                                       18
<PAGE>

1.     DESCRIPTION  OF  BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
       -------------------------------------------------------------

New  accounting  pronouncements  (continued)
-------------------------------

In June 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
With  Exit  or Disposal Activities. This statement requires the recognition of a
liability  for  a  cost  associated  with  an exit or disposal activity when the
liability  is  incurred  versus the date the Company commits to an exit plan. In
addition,  this  statement  states the liability should be initially measured at
fair  value. The statement is effective for exit or disposal activities that are
initiated  after  December  31,  2002.  The  Company  does  not believe that the
adoption  of  this  pronouncement  will  have a material effect on its financial
statements.

In  November  2002,  the  Financial  Accounting  Standards  Board  issued  FASB
Interpretation  No.  45  ("FIN  No.  45"), Guarantor's Accounting and Disclosure
Requirements  for  Guarantees,  Including Indirect Guarantees of Indebtedness of
Others  an  interpretation  of  SFAS  No.  5, 57, and 107 and rescission of FASB
Interpretation No. 34, was issued. FIN No. 45 clarifies the requirements of SFAS
No.  5,  Accounting for Contingencies, relating to a guarantor's accounting for,
and  disclosure of, the issuance of certain types of guarantees. The adoption of
the  provisions  of  FIN  No. 45 did not have a material impact on the Company's
results  of  operations,  financial  position  or  cash  flows.

In  January  2003,  the  FASB  issued  Interpretation  No.  46, Consolidation of
Variable  Interest  Entities.  This  interpretation  establishes  standards  for
identifying  a  variable  interest  entity  and  for  determining  under  what
circumstances a variable interest entity should be consolidated with its primary
beneficiary.  Until  now, a company generally has included another entity in its
consolidated  financial  statements  only  if  it  controlled the entity through
voting  interests.  Interpretation  No.  46 changes that by requiring a variable
interest  entity to be consolidated by a company if that company is subject to a
majority  of  the risk of loss from the variable interest entity's activities or
is  entitled to receive a majority of the entity's residual returns or both. The
Company  does  not  believe  that the adoption of this pronouncement will have a
material  effect  on  its  financial  statements.

Reclassification  -  The financial statements from 2003 and 2002 reflect certain
----------------
reclassifications,  which  have  no  effect  on  net  income,  to  conform  to
classifications  in  the  current  year.

2.     DUE  FROM  INTERNET  BUSINESS'S  INTERNATIONAL,  INC.
       -----------------------------------------------------

As  discussed  in  Note  1,  the Company entered into an agreement with Internet
Business's  International,  Inc.  regarding  the  purchase of Ace Optics but was
subsequently rescinded due to disagreements with  the Company's  former  officer
and  director,  and  the Company's inability to take control of Ace Optics.  The
value  of  this  transaction  totaled  $1,000,000  based  upon  the  issuance of
2,000,000  shares of the Company's common stock.  The 2,000,000 shares of common
stock  was issued to IBII but since the transaction involving Ace Optics did not
go  through, the Company alternatively requested to have either its common stock
returned  or be given assets equivalent to the value of such shares ("Ace Optics
transaction").  During  2003, the Company received approximately $91,000 in cash
and $141,000 in equipment (see Note 3 for additional discussions).  Accordingly,
the  Company  has  approximately  $383,940  receivable  due  from  IBII,  net of
allowance for doubtful accounts of $383,940, as of December 31, 2003 (see Note 6
for  subsequent  payment  received).

3.     EQUIPMENT  HELD  FOR  SALE
       --------------------------

During 2003, the Company received approximately $141,000 of equipment from IBII.
The  Company's  original  intentions  were  to  used the equipment to commence a
manufacturing  operation  however,  due  to  a  change in business direction the
Company  has  decided to sell equipment.  Accordingly, the Company has reflected
the  equipment  as  held  for sale as of December 31, 2003 and has not taken any
depreciation.  In  March  2004, the Company sold the equipment for approximately
$141,000.


                                       19
<PAGE>

4.     FIXED  ASSETS
       -------------

Fixed  assets  consist  of  the  following  as  of  December  31,  2003:

     Computers                          $     18,841
     Furniture  and  equipment                12,129
                                        -------------
                                              30,970
     Less:  accumulated  depreciation         30,970
                                        -------------

     Fixed  assets,  net                $         --
                                        =============

5.     MERCATUS  PARTNER  LIMITED
       --------------------------

In  December  of  2002 the Company entered into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to  which  Mercatus has agreed to provide the Company with loans in an
amount  of  up  to 20% of the Final Market Value (as such term is defined in the
Loan  Agreement) of certain restricted shares of our preferred stock were issued
by the Company in the name of Mercatus to secure the obligations under the loans
(the  "Stock").  The loans are payable to the Company within 10 days of delivery
of  the  Stock  and  related  loan documents.   The maximum loan amount would be
$9,000,000  with  approximate  net proceeds of $7,900,000.  Loans under the Loan
Agreement  are  evidenced  by  the  promissory Notes payable to Mercatus and are
secured by the 20,000,000 shares of common stock. The interest rate on the loans
will  be  set at 5.5%.   Except as otherwise provided in the Loan Agreement, the
Stock  shall  be  held  as  collateral  by  Mercatus  at all times there remains
principal  or  interest owing to Mercatus under the promissory notes. Other than
as  specifically  set  forth  in  the Loan Agreement, the Stock may not be sold,
hypothecated,  assigned, transferred, or otherwise encumbered. In the event of a
default under the Loan Agreement, however, Mercatus may thereafter sell, assign,
hypothecate  or  otherwise  dispose  of  the  Stock.  Under  such circumstances,
Mercatus  assumes  no  responsibility  for the amount of proceeds it may receive
upon  such disposition of the Stock. Any proceeds received by Mercatus in excess
of the default amount plus reasonable attorney's fees, if any, and related costs
of disposition will be returned to the Company. In the event of a default by the
Company, the Company has further agreed to take all reasonable steps to register
the  Stock  for  resale  by  Mercatus.  A  default by the Company under the Loan
Agreement  can  be  expected to have a materially adverse effect on the price of
the  Company's  common  stock.  The  initial  term  of the loan is 5 years, with
interest-only  payments  for the first year of the loan. Upon payment in full of
all  interest and principal due under the loan, the Stock will be returned to us
for  cancellation.  During  the  term of the loan Mercatus will provide a voting
proxy  with  respect  to the Stock to a person designated by the Company. In the
event  of  a  default  however, the proxy shall be deemed null and void.   As of
December 31, 2003, the Mercatus loan had been cancelled to which no amounts were
funded.

5.     CAPITAL  STOCK  TRANSACTIONS
       ----------------------------

Common  stock  -  The authorized common stock is 200,000,000 shares at $.001 par
-------------
value.  As  of  December  31,  2003,  the Company has 6,070,965 shares of common
stock  issued  and  outstanding.

Preferred  stock  - The authorized  preferred stock is 1,000,000 shares at $.001
----------------
par  value.  As  of  December 31, 2003, no shares of preferred stock were issued
and  outstanding.

6.     SUBSEQUENT  EVENT
       -----------------

In January of 2004, the Company entered into an agreement to purchase .675 acres
of  vacant land in San Bernardino County, California.  The Company purchased the
land with 150,000 shares of its common  stock received from IBII pursuant to the
Ace  Optics  transaction  as discussed in Note 2.  Accordingly, these shares are
not  new  issuances  rather, shares returned by IBII from the original 2,000,000
shares  issued  to  them  related  to  the  Ace  Optics  transaction.


                                       20
<PAGE>

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

Pursuant  to a Board Resolution by Written Consent, the Registrant dismissed its
independent  auditor  Henry  Schiffer,  C.P.A  effective  February 5th, 2004 and
engaged De Joya and Company, C.P.A as its independent auditor effective February
6th,  2004.

The  reports  of  Henry Schiffer, C.P.A on the Registrant's financial statements
for  the  fiscal  years ended December 31st 2001 and December 31st, 2002 did not
contain  an  adverse  opinion or disclaimer of opinion and were not qualified or
modified  as  to  uncertainty,  audit  scope  or  accounting  principles.

The  Registrant and Henry Schiffer, C.P.A have not, in connection with the audit
of  the Registrant's financial statements for the previous two (2) fiscal years,
or for any subsequent interim periods prior to and including February 5th, 2004,
had  any  disagreements  on  any  matter  of accounting principles or practices,
financial  statement  disclosures,  or  auditing  scope  or  procedures,  which
disagreement,  if  not  resolved  to Henry Schiffer, C.P.A's satisfaction, would
have caused Henry Schiffer, C.P.A to make reference to the subject matter of the
disagreement  in  connection  with  its  reports.

On  February  6th,  2004,  the  Registrant engaged the firm De Joya and Company,
C.P.A  of  Las  Vegas,  Nevada  as  the  Registrant's  independent  auditors.

The  Registrant  had no relationship with De Joya and Company, C.P.A required to
be  reported  pursuant  to Regulation S-B Item 304 (a) (2) during the previous 2
fiscal  years, or the subsequent interim periods prior to and including February
5th,  2004.

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

Officers and directors of the company are listed below. Directors are elected to
hold  office  until  the  next  annual  meeting  of shareholders and until their
successors are elected or appointed and qualified. Officers are appointed by the
board  of  directors  until  a  successor  is  elected  and  qualified  or until
resignation,  removal  or  death.

      Name               Age                    Position
-----------------------  ---               -----------------------
Matt  Sebal               36               President/Director
Albert  Reda              58               CEO/Secretary/Treasurer /Director

Officers  and  Directors
----------------------------

Mr.  Sebal,  age 36, was appointed President and Director of the Company on June
13,  2002.   Prior  to  that  date Mr. Sebal served as President and Chairman of
Return  Assured Incorporated from June 2000. Return Assured created and marketed
products  that  built  trust  in  e-retail
transactions.  From  January  1999  to  May  2000 he was a on Principal in IBM's
e-business  Services  Group for British Columbia, Canada. From 1997 to 1998, Mr.
Sebal  was  Director  of  Business Development for Communicate.com. From 1995 to
1997,  he  was  Senior  Strategist  for
Emerge  Online, Inc. From 1990 to 1995, he was President of Seba Enterprises, an
import-export  business.

Mr.  Sebal is also a Director of Mindfuleye Systems IncMindfuleye developed and
markets  Lexant, a new class of artificial intelligence technology that can read
and  understand  written  material  as  it  appears  on  the  Internet.

Mr.  Reda  age  58  was  appointed CEO, Secretary, Treasurer and Director of the
Company September 2002. Prior to that date Mr. Whiltey held these positions. Mr.


                                       21
<PAGE>

Reda  is  the  CEO,  Secretary  and  a Director of IBII, which he has held since
November  1998.  From 1996 to 1998, he was employed with CRT Corporation as Vice
President  in  charge  of production for manufacturing frozen food products. For
the  period of 1994 to 1995, Mr. Reda was self-employed in the financial lending
area,  buying  and  selling loans between individuals and institutions. Mr. Reda
received  his  Bachelor of Science Degree from California State University, Long
Beach,  with  a  major  in  engineering.

Compliance  with  Section  16(a)  of  the  Exchange  Act.
----------------------------------------------------------------

To  the  Company's  knowledge,  based solely upon a review of the copies of such
reports  furnished  to  the  Company  and  written representations that no other
reports  were  required,  during  the  fiscal  year ended December 31, 2003, all
Section  16(a)  filing  requirements  applicable  to its officers, directors and
greater than 10% beneficial owners were complied with, except that the following
transactions  have  not  been  reported  by  the  following persons or entities:

Form  3  for  Reda  Family  Trust.

ITEM  10.     EXECUTIVE  COMPENSATION


The  following  table  sets  forth  certain  summary  information concerning the
compensation  paid  or accrued since inception of to our officers and directors.

<TABLE>
<CAPTION>
                                             Annual Compensation                  Long Term Compensation
                                           ----------------------  ---------------------------------------------------
                                                                            Awards                  Payouts
                                                                   Restricted    Securities
Name & Principal Position                           Other Annual      Stock        Options       LTIP      All other
                            Year  Salary    Bonus   Compensation     Awards          SARs       payout   compensations
                                    ($)      ($)         ($)           ($)           (#)         ($)          ($)
<S>                         <C>   <C>      <C>      <C>            <C>          <C>            <C>       <C>
Matt Sebal                  2002     --       --       --             --           --             --        --
President/Director          2003     --       --       --             --           --             --        --

Albert  Reda                2002     --       --       --             --           --             --        --
CEO/Secretary               2003     --       --       --             --           --             --        --
Director
</TABLE>


                                       22
<PAGE>

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
              MANAGEMENT

The following table sets forth certain information as of September 30, 2003 with
respect  to  the  beneficial ownership of common stock by (i) each person who to
the  knowledge  of  the  Company, beneficially owned or had the right to acquire
more  than 5% of the Outstanding common stock, (ii) each director of the Company
and  (iii)  all  executive  offices  and  directors  of  the Company as a group.

<TABLE>
<CAPTION>
Title  of  Class        Name  of  Beneficial         Amount  and  Nature     Percent
                              Owner                Of Beneficial Ownership   of class
----------------  -------------------------------  -----------------------  ---------
<S>               <C>                              <C>                      <C>
Common . . . . .  Internet Business's Int, Inc(a)                  880,000     14.48%

Common . . . . .  Reda Family Trust(b)                             525,834      8.67%

Common . . . . .  Officers and Directors
                  as a Group                                     1,405,834     23.15%
</TABLE>

(a)  4634  S. Maryland Pkwy, #102. Las Vegas, NV 89119. Albert Reda is currently
as  officer  and  director  of  Internet  Business's  International,  Inc.

(b)  3338  Punta Alta, #1E., Laguna Hills, CA 92653. Albert Reda does not have a
beneficial  interest  in  the  Reda  Family  Trust.


ITEM  12     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  Company  has  entered  into a number of transactions with Internet Business
International,  Inc.,  a  Nevada  Corporation  ("IBII"). Albert Reda, DCM's CEO,
Treasurer,  Secretary, and Director, also serves  as  IBII's CEO, Secretary, and
Director.  Therefore,  the  following  transactions  may  not  be  considered
"Arms-Length"  transactions.  The  Company  believes  that all transactions were
fair  to  DCM  and  in  DCM's  best  interests.  Matt Sebal, the Company's other
Director,  has  no  affiliation  with  IBII.

ACE  OPTICS  AGREEMENT  AND  RECESION.

In  June  17th  of  2002, DCM Enterprises, Inc. (the "Company" or "DCM") entered
into  an  asset purchase agreement with Internet Business International, Inc., a
Nevada  Corporation ("IBII") for the purchase of assets consisting of equipment,
inventory,  and  proprietary  information  used  in  the  sale  of  sunglasses
(hereinafter  referred  to  as  "Ace  Optics")  The  purchase price consisted of
2,000,000  restricted shares of DCM common stock. However, due to a disagreement
with  a  former  officer  and  director  of  DCM, the Company was unable to take
control of Ace Optics. Therefore, the transaction was rescinded. On August 22nd,
2003,  DCM  and  IBII  entered  into  an  agreement  to  compensate  DCM for the
rescinded  Ace  Optics agreement. A copy of this Agreement (hereinafter referred
to  as  the  "Compensation  Agreement")  is  hereby  attached  as  Exhibit  2.1.
Pursuant  to  the  Compensation  Agreement, IBII has agreed to compensate DCM in
the  amount  of  $760,000 in either cash, DCM stock, or in other assets mutually
agreed  upon.  The amount owed under this agreement carries a 5% annual interest
rate.  The  entire  amount is owed and due on February 22, 2005. As of March 19,
2004,  IBII  has  made payments to DCM pursuant to the Compensation Agreement as
follows; a total of $130,852 in cash has been paid, a total of 150,000 shares of
DCM  shares  have  been  returned, and equipment and tools valued at $126,846.45
were  transferred  to  the  Company. As of March 19, 2004, the total amount owed
under  the  Agreement  was  approximately  $427,000.  DCM's  Board  of Directors
approved  the  Compensation  Agreement.



                                       23
<PAGE>

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

<TABLE>
<CAPTION>
Exhibit
Number    Description
<S>       <C>
2.1       Compensation  Agreement  with  IBII  (August  22,  2003)  (1)

2.2       Asset  Purchase  Agreement  Between  CRT  and  IBII(2)

10.1      Bill  of  Sale  (August  29,  2003)  (1)

16.1      Letter  from  Henry  Schiffer,  C.PA.  re:  change  in  certifying
          accountants.(3)

31.1      Certification  by  Chief  Executive  Officer  and  Chief Financial
          Officer

32.1      Chief  Executive  Officer's  and  Chief  Financial  Officer's  Written
          Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350

32.2      Chief Financial Officer's Written Certification Of Financial Statements
          Pursuant  to  18  U.S.C.  Statute  1350
</TABLE>
--------------------
(1)     Incorporated  by  reference  from  the  Company's Interim Report on Form
        8-K/A  filed  on  March  23rd,  2004.

(2)     Incorporated  by reference from the Company's Interim Report on Form 8-K
        filed  on  June  24th,  2002  filed  as  Exhibit  16.1.

(3)     Incorporated  by reference from the Company's Interim Report on Form 8-K
        filed  on  February  19,  2002  filed  as  Exhibit  16.1.

(b)  Reports  on  Form  8K

The  following  documents  are  hereby  incorporated by reference in this 10KSB.
Form          Description                               Date
----          ---------------------------              ------
8K            Change  in  Accountant/                 12/19/03
              Appointment  of  new  CFO

8K/A          Change  in  Accountant                  02/04/04

ITEM  14.       CONTROLS  AND  PROCEDURES

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure  that  information  required  to  be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officer,  as  appropriate  to allow timely
decisions  regarding  required  disclosure.

Evaluation  of  disclosure,  controls  and  procedures.
------------------------------------------------------------------

Based  on  their  evaluation 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  of  the  end  of the period covered by this annual report on Form
10-KSB  the  Company's  chief executive officer has concluded that the Company's
disclosure  controls  and  procedures  are  designed  to ensure that information
required  to be disclosed by the Company in the reports that it files or submits
under  the  Exchange  Act is recorded, processed, summarized and reported within
the  time periods specified in the SEC's rules and forms and are operating in an
effective  manner.

Changes  in  internal  controls  over  financial  reporting.
------------------------------------------------------------------

There  were  no  changes  in  the  Company's  internal  controls  over financial
reporting  or  in other factors that have materially affected, or are reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.


                                       24
<PAGE>

ITEM  15.       PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT  FEES.  The  audit  fees  billed to the Company by Henry Schiffer, CPA for
fiscal years ended December 31, 2002 and 2003 were approximately $20,000 and $0,
respectively.  These fees pertain to the audit of the Company's annual financial
statements  and  quarterly  Form 10-QSBs. The audit fee for the 2003 audit by De
Joya  &  Company  is  expected  to  be  $10,000.

AUDIT-RELATED  FEES, TAX FEES AND ALL OTHER FEES.  No "audit-related fees," "tax
fees"  or  "all  other  fees,"  as those terms are defined by the Securities and
Exchange Commission, were paid to Henry Schiffer, CPA for the fiscal years ended
December  31,  2003  and  2002.


                                   SIGNATURES

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

                                           DCM  ENTERPRISES,  INC.

Date:  April  20,  2004                    By:  /s/  Albert  Reda
                                           Albert Reda, Chief Executive Officer


                                       25
<PAGE>