SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 FORM 10-KSB/A2

/x/  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934.

/ /  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934.

                   For the fiscal year ended December 31, 2002

                             Commission File Number
                             ----------------------
                                     0-26351

                                 iVIDEONOW, INC.
                                   ----------
                 (Name of Small Business Issuer in its charter)

               DELAWARE                                77-0398908
     -------------------------------               -------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization).              Identification No.)

           383 Inverness Parkway, Suite 100, Englewood, Colorado 80112
     ----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (720) 889-0133

        Securities registered pursuant to Section 12 (b) of the Act: None

     Securities  registered  pursuant to Section 12 (g) of the Act: Common Stock
Check whether Issuer:  (1) has filed all reports required to be filed by section
13 or 15 (d) of the  Securities and Exchange Act of 1934 during the preceding 12
months and (2) has been  subject  to such  filing  requirements  for the past 90
days. Yes /X/ No / /

     Indicate by check mark if disclosure of delinquent  filers pursuant to Rule
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of  issuer's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form or any amendment to this Form
10-KSB. / /

Issuer's Revenues for its most recent fiscal year: $0.

As of March 28,  2003,  the  aggregate  market value of the voting stock held by
non-affiliates  of the  Issuer's  shares were  $1,074,160.  The market  value of
Common Stock of the Issuer,  par value $.001 per share was computed by reference
to the average of the  closing  bid and asked  prices of one share on such date,
which was $0.08.

The number of shares  outstanding of the Issuer's Common Stock,  par value $.001
per share, as of March 28, 2003, was 25,000,000 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

EXPLANATORY NOTE

     Pursuant to this Form 10-KSB/A,  the Company amends the following  items of
its annual report on Form 10-KSB for the quarterly period ended June 30 2003:

Item 14 Controls and Procedures has been amended.




<PAGE>




                                     PART 1




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

History
iVideoNow,  Inc.  ("VNOW" or the  "Company")  was a  developer  and  producer of
comprehensive  multimedia and Internet communication software.  iVideoNow,  Inc.
provided its specific  services to other businesses  interested in communicating
with their clients, investors,  employees and the general public through the use
of  Internet  Video.  The  Company was  comprised  of two  active,  wholly-owned
subsidiaries, Digital Corporate Profiles (DCP) and DXF Design (DXF).

DCP began  offering  customized  CD-ROM Annual Reports in early 1997. The CD-ROM
business  has  expanded  from  financial  CD's to video  based CD's  designed to
provide our clients with an  interactive  marketing and public  relations  tool.
Each CD presents  the clients  information  in an  informative  and  interactive
format through the use of graphs, music, and most importantly, video. It was the
video  programming  expertise gained from the CD-ROM activities that resulted in
research and  development  efforts  focused on an Internet  video library player
system. These specific research and development efforts began in June 1999.

In November  1998,  Digital  Corporate  Profiles  reorganized  through a reverse
merger with a publicly traded company shell (DIGS, Inc.) and became a subsidiary
of DIGS, Inc. The shareholders of Digital Corporate Profiles became the majority
owners of DIGS, Inc. The merger qualified for a tax-free  reorganization and was
accounted for as a recapitalization of Digital Corporate Profiles, Inc.

In August of 1999,  DIGS,  Inc.  formed DXF Design,  Inc. DXF Design  provided a
complete range of digital  graphic design  services that  complement and enhance
the digital media services of Digital Corporate Profiles.  In addition,  DXF had
established an outside clientele base, thus adding an independent  profit center
to VNOW's operations. DXF Design provided graphic services to Disney, Universal,
Merv Griffin Enterprises and USA Studios among others.

DCP's  research and  development  efforts on the Internet  video library  player
concept  began to  materialize  in early  2000.  The  concept  was to develop an
Internet video delivery system that would enhance the viewing  experience of the
end users through  superior  video quality,  operation  simplicity and decreased
download  times.  The player would require no downloads or  "plug-ins,"  provide
instant  screening  for  multiple  videos and would be designed  around a custom
interface.   The  target  market  would  be  the   business-to-business   arena,
specifically  organizations  interested in maximizing  their existing  videos to
effectively  inform Internet users. A prototype of the iVideoNow  System meeting
the above  requirements  was developed in March 2000. By October,  the prototype
was refined into a fully working  production  model, the VNOW 1.0 Internet Video
Player.  In  addition,   the  Company  developed  a  companion   Internet  video
distribution  system  using  specially  designed  video  servers and a series of
repeater servers.

On June 15, 2000 the name of the Company was  officially  changed to  iVideoNow,
Inc.  (VNOW).  At that time, the name change allowed the Company to align itself
more closely to its flagship  product,  the iVideoNow  Player,  as well as align
itself more closely to the technical,  Internet and media industries in which it
operated.

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The  Company  never  was  able to  generate  enough  revenues  to  overcome  its
development  and  marketing  expenses.  Its losses  continued to grow.  With the
demise  of the  "dot-com"  and  internet  markets  in 2000 and  2001,  it became
increasingly  difficult for the Company to compete.  More importantly,  with the
downturn in the economy,  it became  impossible for the Company to raise capital
to continue its business.

In July  2001,  the  Company  ceased  all  operations  and  laid  off all of its
employees.  On August 31, 2001,  the Company sold one of its  subsidiaries,  DXF
Design, Inc. ("DXF"), to DXF's president for a $25,000 note. The note is secured
by all of the DXF Common Stock and has an interest  rate of eight percent and is
due on December 31,  2006.  On  September  27,  2001,  the Company sold its last
operation, Digital Corporate Profiles ("DCP") for a $25,000 note to an unrelated
party. The note is secured by DCP's outstanding Common Stock and has an interest
rate of eight percent and is due on December 31, 2006.
 In an attempt to  reorganize,  on December 31,  2001,  the Company  sold,  in a
private  placement,  11,000,000  shares of its Common  Stock to 16  "accredited"
investors  for  $220,000.  Concurrently,  Mr. Peter Dunn,  the sole director and
officer of the Company,  appointed Messrs.  Keating and Browne and Ms. Blackwell
as directors and thereafter resigned.

Plan of Operations

Since  October 2001,  the  Company's  objective has been to acquire an operating
company that will have experienced  management and  opportunities for profitable
growth  in  exchange  for  its   securities.   The  Company  has  no  particular
acquisitions in mind and has not entered into any negotiations regarding such an
acquisition.

General Business Plan
 The  Company's  purpose  is to seek,  investigate  and,  if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied  with the  Securities  Act of 1934 ("1934  Act").  The Company will not
restrict  its  search  to  any  specific  business,  industry,  or  geographical
location, and the may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully  general and is
not meant to be restrictive of the Company's virtually  unlimited  discretion to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture because the Company has nominal assets and limited financial resources.

 The Company may seek a business  opportunity  with entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other corporate  purposes.  The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

 The Company  anticipates that the selection of a business  opportunity in which
to  participate  will be complex and extremely  risky.  Due to general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include  facilitating  or improving  the terms on which  additional
equity financing may be sought,  providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to

                                        3



<PAGE>




restrictions of applicable  statutes),  for all  shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

 The company  has,  and will  continue to have,  limited  capital  with which to
provide the owners of business  opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in an Issuer who has complied  with the 1934 Act without  incurring the
cost and time required to conduct an initial public offering.

 The analysis of new business  opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying  preliminary prospective business opportunities which
may be brought to its attention  through  present  associations of the Company's
officers  and  directors,  or  by  the  Company's  shareholders.   In  analyzing
prospective business opportunities, management will consider such matters as the
available  technical,  financial and managerial  resources;  working capital and
other financial requirements;  history of operations,  if any; prospects for the
future; nature of present and expected  competition;  the quality and experience
of management  services which may be available and the depth of that management;
the potential for further  research,  development or exploration;  specific risk
factors  not now  foreseeable  but which then may be  anticipated  to impact the
proposed activities of the Company;  the potential for growth or expansion;  the
potential for profit; the public recognition of acceptance of products, services
or  trades;  name  identification;  and other  relevant  factors.  Officers  and
directors  of the Company  expect to meet  personally  with  management  and key
personnel of the business  opportunity  as part of their  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigation  to evaluate  the above  factors.  The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

Acquisition of Opportunities
 In implementing a structure for a particular business acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with another  corporation  or entity.  It may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that the present  management and shareholders of the Company will
no longer be in control of the Company.  In addition,  the  Company's  directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's  shareholders or may sell their
stock in the Company. Any terms of sale of the shares presently held by officers
and/or directors of the Company will be also afforded to all other  shareholders
of the Company on similar terms and conditions. Any and all such sales will only
be made in  compliance  with the  securities  laws of the United  States and any
applicable state.

 It is anticipated that any securities issued in any such  reorganization  would
be issued in reliance upon exemption from registration under application federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of its  transaction,  the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  or  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. The issuance of substantial additional securities

                                        4



<PAGE>




and their  potential  sale into any  trading  market  which may  develop  in the
Company's  securities may have a depressive effect on the value of the Company's
securities  in the  future,  if such a market  develops,  of  which  there is no
assurance.

 While the actual  terms of a  transaction  to which the  Company may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the  acquired  business  to own 80 percent  or more of the  voting  stock of the
surviving  entity.  In such event,  the shareholders of the Company would retain
less than 20  percent  of the issued  and  outstanding  shares of the  surviving
entity,  which  would  result  in  significant  dilution  in the  equity of such
shareholders.

 As part of the Company's  investigation,  officers and directors of the Company
will meet personally  with  management and key personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis of  verification of certain
information provided, check references of management and key personnel, and take
other reasonable  investigative measures, to the extent of the Company's limited
financial  resources and management  expertise.  The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the  opportunity and the relative  negotiation  strength of the Company and such
other management.

 With respect to any merger or  acquisition,  negotiations  with target  company
management  is expected  to focus on the  percentage  of the  Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

 As stated  hereinabove,  the Company  will not acquire or merge with any entity
which  cannot  provide  independent   audited  financial   statements  within  a
reasonable period of time after closing of the proposed transaction. The Company
is  subject  to all of the  reporting  requirements  included  in the 1934  Act.
Included in these  requirements is the  affirmative  duty of the Company to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as the Company's audited financial  statements included in
its annual  report on Form 10-K (or  10-KSB,  as  applicable).  If such  audited
financial statements are not available at closing, or within time parameters

                                        5



<PAGE>




necessary to insure the Company's  compliance with the  requirements of the 1934
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of the present  management of the Company.  If such
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity to reimburse the Company for all costs  associated with
the proposed transaction.

Competition

The  Company  will  remain an  insignificant  participant  among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view of the  Company's  combined,  extremely  limited  financial  resources  and
limited  management  availability,   the  Company  will  continue  to  be  at  a
significant competitive disadvantage compared to the Company's competitors.

Investment Company Act of 1940

Although the Company will be subject to regulation  under the  Securities Act of
1933, as amended,  and the 1934 Act, management believes the Company will not be
subject to regulation  under the  Investment  Company Act of 1940 insofar as the
Company  will  not be  engaged  in the  business  of  investing  or  trading  in
securities.  In the event the  Company  engages in  business  combinations  that
result  in the  Company  holding  passive  investment  interests  in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and compliance costs. The Company has obtained no formal  determination from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940 and,  consequently,  any  violation  of such Act
would subject the Company to material adverse consequences. The Company believes
that,  currently,  it is exempt  from the  Investment  Company Act of 1940 under
Regulation 3a-2 thereto.

Subsequent Event

 On March 3, 2003,  the  Registrant  entered into a binding  letter of intent to
acquire all of the issued and outstanding capital stock of 99 Cent Stuff, LLC in
exchange for 19,000,000 shares ("post split") of the Registrant's  common stock.
As a  pre-condition  to the  acquisition,  the Registrant has agreed to effect a
1-for-25 reverse stock split,  reducing the total issued and outstanding  common
stock of the Registrant to approximately  1,000,000 shares.  At the closing,  99
Cent Stuff will become a wholly-owned  subsidiary of the Registrant,  and the 99
Cent Stuff  shareholders will own  approximately 95% of the Registrant's  issued
and outstanding  common stock.  Furthermore,  upon the close of the acquisition,
the Registrant will change its name to "99 Cent Stuff, Inc."

 The closing of the transaction is subject to certain covenants,  conditions and
representations,  audit statements,  various due diligence requirements, and the
completion by 99 Cent Stuff, LLC of a private  placement of at least $3,000,000.
There is no assurance that the transaction will close.

 If an Acquisition Agreement has not been executed by the Registrant and 99 Cent
Stuff by April 30, 2003, or at a later date mutually  agreed upon, the letter of
intent shall automatically expire. In addition, 99 Cent Stuff, LLC has agreed to
pay a "Break-up Fee" of between $50,000 and $100,000 if, during the term of the

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letter of intent, it enters into a transaction other than the acquisition by the
Registrant.

 99 Cent Stuff, LLC operates ten "big box" stores located in Florida. Its stores
offer a variety of products  priced at 99 cents or less.  Revenues  for the year
2002 were in excess of $38,000,000.  Its growth plan, during 2003 to 2004, calls
for the opening of up to 15 additional stores in Florida area.

Employees

As of December 31, 2002, the Company had no full-time employees.



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

The Company has no properties  and at this time has no agreements to acquire any
properties.

 The Company  presently  occupies  office space supplied by a shareholder at 383
Inverness Parkway, Suite 100, Englewood,  Colorado 80112. This space is provided
to the Company on a rent-free basis, and it is anticipated that this arrangement
will remain until such time as the Company successfully  consummates a merger or
acquisition.  Management  believes that this arrangement will meet the Company's
needs for the foreseeable future.

ITEM 3 LEGAL PROCEEDINGS.
        -----------------
None.



ITEM 4.  SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.
         ------------------------------------------------
None.



                                     PART II



ITEM 5 MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
       ------------------------------------------------------------------------
 (a) The  Company's  Common  Stock is trading on the NASD's OTC  Bulletin  Board
under the symbol "VNOW". The following  quotations reflect the high and low bids
for VNOW's Common Stock based on  inter-dealer  prices,  without retail mark-up,
mark-down or commission and may not represent actual transactions.  The high and
low prices on a quarterly basis for the last two years are as follows:

                      2001            High Bid     Low Bid
                 ----------------  -------------  ----------
                 First Quarter         $0.15        $0.13
                 Second Quarter        $0.14        $0.05
                 Third Quarter         $0.14        $0.05
                 Fourth Quarter        $0.06        $0.028

                      2002            High Bid     Low Bid
                 ----------------    -----------  ----------
                 First Quarter         $0.08        $0.05
                 Second Quarter        $0.05        $0.05
                 Third Quarter         $0.075       $0.04
                 Fourth Quarter        $0.09        $0.05

 (b) As of March 31, 2003,  there were  approximately  400 record holders of the
Company's Common Stock. In addition,  there were  approximately 700 shareholders
in street name whose shares are held in the name of other nominees.

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(c) There have been no  dividends  declared or paid by the Company on its Common
Stock during the past three years.



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

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:
 The  information   included  in  this  discussion  contains   "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  including  statements  that include the words  "believes",  "expects",
"anticipates",  or similar  expressions.  These  forward-looking  statements may
include,  among others,  statements of expectations,  beliefs,  future plans and
strategies,  anticipated  events or trends, and similar  expressions  concerning
matters that are not historical facts. These forward-looking  statements involve
known and unknown  risks,  uncertainties  and other factors that could the cause
actual results,  performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking  statements  contained
herein.

Overview:

 iVideoNow, Inc. was a developer and producer of  comprehensive  multimedia  and
internet  communication  software.  The Company  provided  its services to other
businesses interested in communicating with their clients, investors,  employees
and the general public through the use of internet video. The Company  conducted
its  operations  through two  wholly-owned  subsidiaries,  DXF Design,  Inc. and
Digital Corporate Profiles, Inc. The name of the Company was formally changes to
iVideoNow, Inc. on June 15, 2000.

In July 2001, as a result of continuing  operating  losses,  the Company  ceased
operations  and laid off its  employees.  On August 31, 2001 and  September  27,
2001,  the  Company  sold all of the  capital  stock of DXF,  Inc.  and  Digital
Corporate Profiles, Inc., respectively. On January 1, 2002, the Company sold its
100% interest in Digs Web Video, Inc., an inactive subsidiary.

 Since October 2001, the Company's  objective has been, and will continue to be,
the acquisition of an operating  company that will have  experienced  management
and  opportunities  for  profitable  growth  in  exchange  for  its  securities.
Although,  the Company has been in preliminary  discussion  with a few companies
concerning  a  possible  acquisition,  no  definitive  agreements  have yet been
reached,  nor is there any  assurance  that such  discussions  will result in an
acquisition.

Going Concern:

 The  accompanying  financial  statements  have been prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying  amounts  of  assets  and  liabilities  presented  in the  accompanying
financial  statements do not purport to represent  the  realizable or settlement
values.  The Company has incurred net losses since inception and has experienced
severe  liquidity  problems.  During  2001,  the  Company  laid  off  all of its
employees  and sold its  business  operations  for nominal  consideration.  As a
result of these factors, the Company's  independent certified public accountants
have expressed substantial doubt about the Company's ability to continue as a
going concern.

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The  Company  will  require   additional   capital  to  fund  future   operating
requirements,  as well as to fund any new business venture. The Company has been
exploring  various  alternatives  to raise  new  capital,  but  there  can be no
assurances that the Company will ultimately be successful in this regard.

 From time to time the Company may also consider a wide range of other  business
opportunities.  Some of these  business  opportunities  may be  unrelated to the
Company's current business  activities,  could require additional  capital,  and
could result in a change in control of the Company.

Critical Accounting Policies:
 The Company  prepared the financial  statements in accordance  with  accounting
principles  generally accepted in the United States of America.  The preparation
of these financial statements requires the use of 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
the  reported  amount of revenues  and  expenses  during the  reporting  period.
Management  periodically  evaluates the estimates and judgments made. Management
bases its  estimates  and  judgments  on  historical  experience  and on various
factors  that are  believed to be  reasonable  under the  circumstances.  Actual
results may differ from these estimates as a result of different  assumptions or
conditions.

The following critical accounting policies affect the more significant judgments
and estimates used in the preparation of the Company's financial statements.

Notes Receivable:

The Company had notes receivable aggregating $54,257 (including accrued interest
of $4,257) at September  30, 2002,  which bear  interest at 8% per annum and are
due on  December  31,  2006.  The  notes are  secured  by the  Company's  former
subsidiaries,  the  operations  of which were  discontinued  in July  2001.  The
Company  periodically  evaluates the  collectability  of these notes  receivable
based on various factors.  For the year ended December 31, 2002, the Company has
determined that these notes receivable were not collectable and had recognized a
loss of the notes,  principal  and accrued  interest in an amount of $50,000 and
$4,527, respectively.

Results of Operations:

Years Ended December 31, 2002 and 2001 -
 As of  December  31,  2002,  the  Company  did not have any  revenue-generating
operations. Its activities are currently focused on identifying and acquiring an
operating company with experienced management and the opportunity for profitable
growth in exchange for the Company's securities.  The Company has not identified
any particular acquisition.  There can be no assurances that the Company will be
successful in this regard.

 Operating Expenses.  Operating expenses for continued  operations were $101,779
for the year ended  December 31, 2002, as compared to $84,433 for the year ended
December 31, 2001.  Operating  expenses for discontinued  operations were $0 for
the year ended December 31, 2002, as compared to $1,166,049 for the year ended

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<PAGE>




December 31, 2001.
 Other Income  (Expenses).  For the year ended  December  31, 2002,  the net for
other income (expenses) from continued operations,  was ($50,928) as compared to
($99,920) for the year ended December 31, 2001. Other income  (expenses) for the
year ended  December 31, 2002 included the  write-off of notes  receivable in an
amount of ($54,257) and the interest income of $3,329.  Other income  (expenses)
for the year ended  December  31,  2001  included  debts  forgiveness  income of
$43,477,  a realization  of loss on securities of  ($144,622),  and the interest
income of $1,225.

Liquidity and Capital Resources - December 31, 2002:
 During the last few years,  the  Company  has relied on the  proceeds  from the
sales of its securities and short-term loans to provide the resources  necessary
to develop its business operations, which were sold during 2001.

 Operating  Activities.  The  Company  utilized  cash of $72,021  for  continued
operating  activities  during the year ended  December 31, 2002,  as compared to
$9,426 during the year ended December 31, 2001. The increase in cash utilized in
continued  operating  activities  in 2002 as  compared  to 2001 of  $62,595  was
primarily a result of payments  made to vendors for prior year and current  year
obligations.  Net cash used for discontinued operations is $0 for the year ended
December 31, 2002, as compared to $1,123,867.  At December 31, 2002, the Company
had cash and cash equivalents of $11,224, net working capital of ($3,908), and a
current ratio of .74:1.

 Financing  Activities.  Net  cash  provided  by  financing  activities  for its
continued  operations  was $30,000 in 2002, as compared to $220,000 in 2001. The
Company  sold  1,000,000  shares of common  stock in a private  placement to one
accredited investor in 2002 for net proceeds of $30,000.  All funds were used to
finance its operating activities.

New Accounting Pronouncements:

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations".  SFAS No.
141  requires  the  use  of the  purchase  method  of  accounting  for  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests  method.  The  adoption of SFAS No. 141 on July 1, 2001 did
not have  any  impact  on the  Company's  financial  statement  presentation  or
disclosures.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires,  among other
things, the discontinuance of goodwill amortization.  In addition,  SFAS No. 142
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles  as  goodwill,  reassessment  of the  useful  lives of the  existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential  future  impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional  goodwill  impairment  test
six months from the date of adoption.  The adoption of SFAS No. 142 did not have
any impact on the Company's financial statement presentation or disclosures.

                                       10



<PAGE>




In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations".  This  statement  addresses the diverse  accounting  practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company adopted this statement  effective
January 1, 2002.  The  adoption  of SFAS No. 143 did not have any impact on it's
the Company's financial statement presentation or disclosures.

 In June 2001,  The AICPA  issued an exposure  draft of a proposed  Statement of
Position  (SOP),  "Accounting  for  Certain  Costs  and  Activities  Related  to
Property,  Plant,  and  Equipment."  The  proposed  SOP  would  require  certain
expenditures  previously  included  in the cost basis of  Property,  Plant,  and
Equipment (PP&E) to be expensed as incurred.  Generally,  only direct costs that
are incremental and can be directly  identified with the specific asset could be
capitalized.  General  and  administrative  costs and  overhead  costs  would be
expensed as incurred. Concurrent with the issuance of the proposed SOP, the FASB
issued an exposure  draft of a proposed  Statement,  "Accounting  in Interim and
Annual  Financial  Statements  for  Certain  Costs  and  Activities  Related  to
Property,  Plant, and Equipment - an amendment of APB Opinions No. 20 and 28 and
FASB  Statements  No. 51 and 67 and a rescission of FASB  Statement No. 73." The
proposed  Statement  would  conform  existing   accounting   literature  to  the
requirements  of the  proposed  SOP and would  require  the  application  of the
guidance  contained in the  proposed  SOP in both  interim and annual  financial
statements.  The proposed SOP and Statement  would be effective for fiscal years
beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets",  which is effective for the financial statements
issued for the fiscal year  beginning  after  December  15,  2001.  SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting  the  Results  of  Operations".  This  statement  provides  a  single
accounting  model for  long-lived  assets to be  disposed  of and  significantly
changes  the  criteria  that  would  have  to be met to  classify  an  asset  as
held-for-sale. Classification as held-for-sale is an important distinction since
such  assets are not  depreciated  and are stated at the lower of fair value and
carrying amount.  This statement also requires  expected future operating losses
from  discontinued  operations  to be  displayed  in the  period(s) in which the
losses  are  incurred,  rather  than as of the  measurement  date  as  presently
required.  The  Company  adopted  SFAS No. 144  effective  January 1, 2002.  The
adoption  of SFAS  No.  144 Did not  have a  material  effect  on the  Company's
financial statement presentation or disclosures.

In April 2002, the Financial  Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections". SFAS No. 145 requires gains and losses from extinguishment of debt
to be  reported  as part of  recurring  operations,  unless the  transaction  is
considered  unusual  or  infrequent  in  which  case  the  transaction  would be
classified  as  an   extraordinary   item.  This  standard  also  eliminates  an
inconsistency between the accounting for sale-leaseback transactions and certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sale-leaseback transactions. SFAS No. 145 became effective for transactions

                                       11



<PAGE>




occurring  after  May 15,  2002.  The  adoption  of SFAS No.  145 did not have a
material effect on the Company's financial statement presentation or disclosures
 In June 2002, the FASB voted in favor of issuing SFAS No. 146,  "Accounting for
Exit or Disposal Activities". FAS No. 146 addresses significant issues regarding
the  recognition,  measurement,  and reporting of costs that are associated with
exit  and  disposal  activities,  including  restructuring  activities  that are
currently  accounted for pursuant to the guidance that the Emerging  Issues Task
Force (EITF) has set forth in EITF Issue No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs  Incurred in a  Restructuring)".  SFAS No. 146 will be
effective for exit or disposal  activities that are initiated after December 31,
2002.  The Company  does not  anticipate  the  adoption of these new  accounting
standards to have a material effect on its financial statements.


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

The  financial   statements  listed  in  the  accompanying  Index  to  Financial
Statements are attached as part of this report.

List of Financial Statements

The  following  financial  statements of iVideoNow,  Inc. are
included in Item 7:

Balance Sheet                             F-3

Statement of Operations                   F-4

Statement of Stockholders' Equity         F-5

Statement of Cash Flows                   F-6

 All other  schedules for which  provision is made in the applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       -------------------------------------------------------------------------

DISCLOSURE.
----------
None.



                                    PART III



ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
       --------------------------------------------------
The present  directors,  executive  officers,  key employees and  consultants of
VNOW, their ages,  positions held with the Company, and duration as such, are as
follows:

 Name                Title                  Age         Period of Service
-------------------  ---------------------- ---      -----------------------
Kevin R. Keating     CEO, CFO and Chairman   63      December 2001 - Present

Margie L. Blackwell  Secretary and Director  47      December 2001 - Present

Spencer I. Browne    Director                53      December 2001 - Present

                                       12



<PAGE>





Business Experience

Kevin R. Keating is an  investment  executive and for the past six (6) years has
been the  Branch  Manager  of the Vero  Beach,  Florida,  office of  Brookstreet
Securities Corporation ("Brookstreet").  Brookstreet is a full-service, national
network of  independent  investment  professionals.  Mr.  Keating  services  the
investment needs of private clients with special emphasis on equities.  For more
than 35  years,  he has  been  engaged  in  various  aspects  of the  investment
brokerage  business.  Mr.  Keating  began his Wall Street  career with the First
Boston  Corporation in New York in 1965. From 1967 through 1974, he was employed
by  several  institutional  research  boutiques  where  he  functioned  as  Vice
President  Institutional Equity Sales. From 1974 until 1982, Mr. Keating was the
President and Chief Executive Officer of Douglas Stewart, Inc., a New York Stock
Exchange member firm. Since 1982, he has been associated with a variety of firms
as a registered  representative servicing the needs of individual investors. Mr.
Keating  is a  graduate  of  Holy  Cross  College  with  a  degree  in  Business
Administration.

 Margie L.  Blackwell  has been a Vice  President of Keating  Investments  since
October  2000.  From  1993 to 1999  she was a  financial  assistant  to  various
non-public  companies.  Prior to that, she worked with the Chairman of the Board
of Tele-Communications,  Inc.("TCI"),  for eleven years. She first served in the
capacity of Executive  Assistant and was later promoted to Plan Manager of TCI's
Employee stock Purchase  Plan. She was  responsible  for management of the Stock
Plan, a 401(k) qualified plan that invested primarily in TCI stock. In addition,
Ms.  Blackwell  served on the TCI Employee Stock Purchase Plan Committee as Plan
Secretary.

 Spencer  I.  Browne is a  principal  of  Strategic  Asset  Management,  LLC,  a
privately owned investment firm which he founded in November 1996. Prior to that
date, Mr. Brown has held various executive and management positions with several
publicly  traded  companies  engaged in business  related to the residential and
commercial  mortgage loan industry.  From August 1988 until  September 1996, Mr.
Browne served as a President,  Chief  Executive  Officer and a director of Asset
Investors  Corporation  ("AIC"),  a New York Stock  Exchange  traded  company he
co-founded in 1986. He also served as President,  Chief Executive  Officer and a
director of Commercial  Assets,  Inc., an American Stock Exchange traded company
affiliated with AIC, from its formation in October 1993 until September 1996. In
1999,  AID acquired  Commercial  Assets,  Inc., and changed its name to American
Land Lease,  Inc.  ("ANL").  In addition,  from June 1990 until March 1996,  Mr.
Browne served as President and a director of M.D.C.  Holdings,  Inc., a New York
Stock Exchange  traded company and the parent company of a major  homebuilder in
Colorado. Mr. Browne also has served as a director of Annaly Management, Inc., a
New York Stock Exchange traded company,  since 1997, and of ThermoGenesis Corp.,
a NASDAQ traded company,  since December 2000. Mr. Browne received a Bachelor of
Economics  degree  from the  University  of  Pennsylvania's  Wharton  School  of
Business in 1971 and attained a J.D. Degree Cum Laude from Villanova  University
School of Law in 1974.

Employment Agreements

None.



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

The following  table sets forth the  compensation of all officers with an annual
compensation in excess of $100,000 during the past fiscal year.

                                       13



<PAGE>




                         Annual Compensation          Long Term Compensation
                 ----------------------------------- ------------------------

                                        Other Annual  Restricted  Securities
                                 Bonus  Compensation Stock Awards Underlying
                 Year   Salary    ($)        ($)          ($)     Options (#)
                 ----  -------- ------- ------------ ------------ -----------
Kevin R. Keating 2002  $ 40,000* - 0 -      -0-          - 0 -       - 0 -
Peter B. Dunn    2001    45,000  - 0 -     $93,134**     - 0 -       - 0 -
                 2000   120,000  - 0 -       7,920**     - 0 -       - 0 -



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

*    Mr.  Keating  received  2,000,000  shares of the Company's  common stock in
     January, 2002, valued by the Company at the market price of $.02 per share.

**   Represents  monthly  car  allowance  of $7,920 and $7,920 in 2001 and 2000,
     respectively.  In addition,  after the Company  ceased  operations  in July
     2001,  Mr.  Dunn was paid  $85,214  between  July  and  December  2001 as a
     consultant.  Mr. Dunn resigned as an officer and director of the Company in
     December 2001.

Stock Options Plans
 On January 2, 1999, the Company's Board of Directors approved a Stock Incentive
Plan  referred to as the "1999 Plan." The  Company's  shareholders  approved the
Plan on July 9, 1999.  The  purpose of the 1999 Plan is to enable the Company to
recruit and retain  selected  officers and key  personnel  by  providing  equity
participation in the Company. Under the 1999 Plan, full-time salaried employees,
including directors,  may be granted options at an exercise price of 100% of the
fair market value of the shares on the grant date. The exercise price of options
granted to an individual  whose  holdings  exceed 10% of voting power must be at
110% of the fair market value on the grant date.  Any such options expire within
five years.  Options  generally become  exercisable at a rate of 33% a year over
three years.  The  options,  unless  subject to the 10% voting  power rule,  are
generally  exercisable  up to ten years.  Options under the 1999 Plan can not be
assigned except in the case of death and may be exercised only while an optionee
is employed by the Company, or in certain cases, within a specified period after
employment  ends.  The purchase price and number of shares of each option may be
adjusted  in  certain  cases,  including  stock  splits,  recapitalizations  and
reorganizations. The Board of Directors determines the number of options and the
optionee's.

 The 1999 Plan  provides  the Board of  Directors  authorization  to grant up to
750,000 shares.  During the year-ended December 31, 2002, the Company granted no
qualified stock or nonqualified stock options. Currently, no officer or director
or former officers or directors own any stock options.

 Currently,  the Company has granted  95,000  non-qualified  options to purchase
95,000 shares, of which 66,666 options are exercisable,  at the average price of
$3.70. These options expire between January 2010 and July 2011.

                                       14



<PAGE>




As of December 31, 2002,  the Company had available for grant 655,000  shares in
its 1999 Plan.

Director Compensation
 VNOW  reimburses  its  directors  for  expenses  incurred  in  connection  with
attending  Board  meetings  but did  not  pay  directors'  fees  or  other  cash
compensation for services rendered as a director in 2002.

Compliance  with  Section  16(a) of the  Securities  Exchange  Act of  1934,  as
Amended.

 Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires the
Company's  directors and executive officers and persons who own more than 10% of
a registered  class of the Company's  equity  securities to file various reports
with the Securities and Exchange  Commission  concerning  their holdings of, and
transactions  in,  securities  of the Company.  Copies of these  filings must be
furnished to the Company.

 Based on a review of the  copies of such forms  furnished  to the  Company  and
written representations from the Company's directors and executive officers, the
Company  believes that all  individuals  filing  requirements  applicable to the
Company's  directors  and  executive  officers  were complied with under Section
16(a) during 2002 except as follows:

Messrs.  Keating and Browne and Ms.  Blackwell did not timely file a Form 4 with
respect to the issuance of shares of common stock on January 16, 2002.

Management  has put into  place  procedures  to insure  that all  future  filing
requirements are complied with.

Limitation of Liability and Indemnification Matters
 Section 145 of the General Corporate Law ("GCL") of Delaware empowers a company
incorporated  in Delaware,  such as  iVideoNow,  to indemnify  its directors and
officers under certain circumstances. The Company's Certificate of Incorporation
provides that the Company shall  indemnify such persons to the fullest extent of
Delaware law.

 Insofar as indemnification  for liabilities arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Company  under  Delaware  law or  otherwise,  the Company  has been  advised the
opinion of the Securities  and Exchange  Commission is such  indemnification  is
against  public  policy  as  expressed  in the  Act of 1933  and is,  therefore,
unenforceable. In the event a claim for indemnification against such liabilities
(other than payment by the Company for expenses  incurred or paid by a director,
officer  or  controlling  person of the  Company  in  successful  defense of any
action,  suit, or proceeding) is asserted by a director,  officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction,  the  question  of
whether such indemnification by it is against public policy in said Act and will
be governed by the final adjudication of such issue.

 Article seven of the Company's  Certificate of Incorporation  provides that the
Company  shall,  to the full extent  permitted  by Section  145 of the  Delaware
General  Corporation  law, as amended from time to time,  indemnify  all persons
whom it may indemnify pursuant thereto.

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

                                       15



<PAGE>




The following  table sets forth,  as of December 31, 2002,  certain  information
with respect to the  beneficial  ownership of the Company's  Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more than 5%
of the Company's  Common Stock and (ii) each  executive  officer and director of
the Company,  and directors  and  executive  officers of the Company as a group.
Except as indicated it is our  understanding  that each individual  listed below
has sole power to vote and dispose of the number of shares owned.

                                                             Percentage
                                      Number of Shares    Beneficially Owned
                                      ----------------    ------------------

Kevin R. Keating(1)                       2,000,000              8.0
645 Beachland Boulevard, Suite 2
Vero Beach, FL  32963

Margie L. Blackwell                         100,000              0.4
383 Inverness Parkway, Suite 100
Englewood, CO  80112

Spencer I. Browne                           250,000              1.0
650 South Cherry Street, Suite 420
Denver, CO  80246

Timothy J. Keating(1)(2)                  2,250,000              9.0
383 Inverness Parkway, Suite 100
Englewood, CO  80112

Keating Partners, LP(2)                   2,500,000             10.0
383 Inverness Parkway, Suite 100
Englewood, CO  80112

Craig Schweiger(3)                        1,250,000              5.0
6624 Kelsey Court
Edina, MN  55436

Frederic Schweiger(3)                     1,250,000              5.0
1753 Park Ridge Pointe
Park Ridge, IL  60068

Calp II, LP                               1,973,000              7.9
C/o Thomson Kernaghan
120 Adelaide Street West, Suite 1600
Toronto, Ontario  M5H 1T1  Canada

Officers and Directors as a Group (3)     2,350,000              9.4

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

     (1) Kevin R. Keating is the father of Timothy J.  Keating.  Each  disclaims
         any beneficial  ownership in the other's shares of the Company's Common
         Stock.

     (2) The general  partner of Keating  Partners,  LP is Keating  Investments,
         LLC, of which Timothy J. Keating is the managing member. Mr. Timothy J.
         Keating  disclaims  any  beneficial  interest  in the shares of Company
         Common Stock owned by Keating Partners.

     (3) Messrs.  Craig and Frederic  Schweiger are brothers and each  disclaims
         any beneficial ownership in the other's shares of the Company's Common
         Stock.

                                       16



<PAGE>







ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         ----------------------------------------------

We have not been a party to any transaction,  proposed transaction, or series of
transactions in which the amount involved exceeds $60,000,  and in which, to our
knowledge,  any of our directors,  officers,  five percent  beneficial  security
holder,  or any member of the immediate family of the foregoing  persons has had
or will have a direct or indirect material interest.



ITEM 13  EXHIBITS, AND REPORTS ON FORM 8-K.
         ---------------------------------
     (a)  Exhibits

      ITEM                                    DESCRIPTION
      ----     -----------------------------------------------------------------
                       Financial Statements - December 31, 2002

                 Index...........................................F-1
                 Independent Auditors' Reports...................F-2
                 Balance Sheet...................................F-3
                 Statement of Operations.........................F-4
                 Statement of Changes in Stockholders' Equity....F-5
                 Statements of Cash Flows........................F-6
                 Notes to Financial Statements...................F-7-F-18

      2.       Plan and Agreement of  Reorganization  between the Registrant and
               Digital  Corporate  Profiles,  Inc.  dated  October  3,  1998  --
               incorporated  by reference  from Exhibit 2 to  Registrant's  Form
               10-SB12G filed June 14, 1999.

      3.1      Articles of Incorporation and Amendments  thereto -- incorporated
               by reference  from Exhibit  3.(i) to  Registrant's  Form 10-SB12G
               filed June 14, 1999.

      3.1(a)   Amendment  to  Articles  of  Incorporation  date  June  8,  2000,
               changing Registrant's name to iVideoNow, Inc., -- incorporated by
               reference to Registrant's Form 10-QSB filed on November 21, 2001.

      3.2      Bylaws of Registrant --  incorporated  by reference  from Exhibit
               3.(iii) to Registrant's Form 10-SB12G filed June 14, 1999.

      4.       Certificate of  Designations,  Preferences and Rights of Series A
               Convertible Preferred Stock of DIGS, Inc., dated March 14, 2000.

      4.11     Shareholder  Voting Trust Agreement between certain  shareholders
               and Kevin R. Keating,  incorporated  by reference to Registrant's
               Form 8-K filed January 10, 2002.

      10.1     Registrant's   1999  Stock  Incentive  Plan  --  incorporated  by
               reference from Exhibit 10.(i) to Registrant's Form 10-SB12G filed
               June 14, 1999.

      10.2     Employment Agreement between Registrant's wholly-owned subsidiary
               and Peter Dunn  incorporated by reference from Exhibit 10.(ii) to
               Registrant's Form 10-SB12G filed June 14, 1999.

      10.3(1)  Placement Agent Agreement by and between DIGS, Inc. and May Davis
               Group, Inc., dated March 14, 2000.

                                       17



<PAGE>




      10.4(1)  Securities  Purchase Agreement by and between DIGS, Inc. and Calp
               II, L.P., dated March 14, 2000.

      10.5(1)  Warrant to Purchase  Common Stock by and between  DIGS,  Inc. and
               May Davis Group,  Inc.,  dated March 14, 2000.  10.61  Warrant to
               Purchase  Common  shares by and between  DIGS,  Inc. and Calp II,
               L.P., dated March 14, 2000.

      10.7(2)  Registration Rights Agreement.

      10.8(2)  Registration Rights Agreement with May Davis Group, Inc.

      10.9(3)  Sale and  Purchase  of Shares  Agreement  dated  August 31,  2001
               between Registrant and David Fleming.

      10.10(3) Sale and Purchase of Shares  Agreement  dated  September 6, 2001,
               between the Registrant and Pamela Jean Gerber.

      10.11    Securities  Purchase  Agreement  between  Registrant  and various
               investors  incorporated by reference to Registrant's  Form 10-QSB
               filed November 19, 2001.

      99.1     Certification  of  the  Company's   Principal  Executive  Officer
               pursuant  to 18 U.S.C.  Section  1350,  as  adopted  pursuant  to
               Section 906 of the Sarbanes-Oxley Act of 2002

      99.2     Certification of the Company's Chief Financial Officer pursuant
               to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002

      99.3     Certification  of  the  Company's   Principal  Executive  Officer
               pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002 and
               Securities and Exchange Commission Release 34-46427

      99.4     Certification  of  the  Company's   Principal  Financial  Officer
               pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002 and
               Securities and Exchange Commission Release 34-46427

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

        (1)    Incorporated by reference to Registrant's Form 10-KSB filed April
               4, 2000.

        (2)    Incorporated by reference to  Registrant's  Form SB-2 filed April
               19, 2000.

        (3)    Incorporated  by reference to  Registrant's  Form 10-QSB/A  filed
               November 21, 2001.

     (b) Reports on Form 8-K

         Filed with the  Securities  Exchange  Commission  on January 10,  2002,
         regarding "Item 1. Changes in Control of Registrant."

         Filed  with the  Securities  Exchange  Commission  on March  11,  2003,
         regarding "Item 1. Changes in Control of Registrant."


                                       18



<PAGE>




ITEM 14.  CONTROLS AND PROCEDURES.

Within 90 days prior to the filing date of this 2002 Form 10-KSB, we carried out
an evaluation, under the supervision and with the participation of our principal
executive officer and principal  financial officer,  of the effectiveness of the
design and operation of our disclosure  controls and  procedures.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded that our disclosure controls and procedures were effective in alerting
him in a timely manner to material  information  required to be disclosed in our
periodic reports filed with the SEC.

In  addition,  we  reviewed  our  internal  controls,  and  there  have  been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect those controls subsequent to the date of their most recent
evaluation.

                                   SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized November 10, 2003.

                                 iVIDEONOW, INC.



                              /s/ Kevin R. Keating
                        --------------------------------
                           Kevin R. Keating, President

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

           Signatures                                        Date

      /s/ Kevin R. Keating                             November 10, 2003
      -----------------------------------          ---------------------
      Kevin R. Keating
      President, Chief Financial Officer
        and Director


      /s/ Margie L. Blackwell                          November 10, 2003
      -----------------------------------          ---------------------
      Margie L. Blackwell
      Secretary and Director


      /s/ Spencer I. Browne                            November 10, 2003
      ----------------------------------           ---------------------
      Spencer I. Browne
      Director

                                       19



<PAGE>




                                 iVIDEONOW, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2002









<PAGE>












                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2002







                          INDEX TO FINANCIAL STATEMENTS

                                                                   Pages
                                                             ---------------

Independent Auditors' Report                                       F - 2

Balance Sheet as of December 31, 2002                              F - 3

Statements of Operations
   For the Years Ended December 31, 2002 and 2001                  F - 4

Statements of Stockholders' (Deficit)
   For the Years Ended December 31, 2002 and 2001                  F - 5

Statements of Cash Flows
   For the Years Ended December 31, 2002 and 2001                  F - 6

Notes to Financial Statements                                 F - 7 - F - 18





                                       F-1



<PAGE>




                          INDEPENDENT AUDITORS' REPORT





March 22, 2003





To the Board of Directors and Stockholders of iVideoNow, Inc.
 We have audited the accompanying  balance sheet of iVideoNow,  Inc. (A Delaware
development stage company) as of December 31, 2002 and the related statements of
operations, stockholders' (deficit), and cash flows for each of the two years in
the  period  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 generally accepted auditing standards
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 iVideoNow,  Inc. (a development
stage  company) as of December 31, 2002,  and the results of its  operations and
its cash flows for each of the two years in the period ended  December 31, 2002,
in conformity with generally accepted accounting principles in the United States
of America.

 The  accompanying  financial  statements  have been prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since inception and has  experienced  severe
liquidity problems. Those conditions raise substantial doubt about the Company's
ability to continue as a going concern.  Management's  plans in regards to those
matters also are described in Note 16. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

CALDWELL, BECKER, DERVIN, PETRICK & CO., L. L. P.
Woodland Hills, California 91364


                                       F-2



<PAGE>




                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                        ASSETS

CURRENT ASSETS
<S>                                                                           <C>

       Cash                                                                   $    11,224
                                                                              -----------

                  Total Assets                                                $    11,224
                                                                              ===========




<CAPTION>






                        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
<S>                                                                           <C>
       Accounts payable                                                       $    15,133
                                                                              -----------

STOCKHOLDERS' (DEFICIT)
       Preferred stock, par value $.01 per share; 20,000,000
         shares authorized, 0 shares issued and outstanding                          --
       Common stock, par value $.001 per share; 80,000,000
         shares authorized, 25,000,000 shares issued and outstanding               25,000
       Additional paid-in capital                                               3,988,253
       Accumulated (deficit)                                                   (3,864,455)
       (Deficit) accumulated during development stage                            (152,707)
                                                                              -----------

                  Total Stockholders' (Deficit)                                    (3,909)
                                                                              -----------

                  Total Liabilities and Stockholders' (Deficit)               $    11,224
                                                                              ===========
</TABLE>

The  Accompanying  Notes  are an  Integral  Part of the Financial
Statements


                                       F-3



<PAGE>




                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                               2002
                                                             (Note 2)              2001
                                                          -------------      ---------------

<S>                                                        <C>                   <C>
REVENUE                                                     $      --           $      --

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


OPERATING EXPENSES
       Professional fees                                        54,626                31,660
       Consulting                                                 --                  40,214
       Common stock issued for officers' salary                 44,000
       Other                                                     3,153                12,559
                                                           -----------           -----------
                  Total Operating Expenses                     101,779                84,433
                                                           -----------           -----------
                  (Loss) from Operations                      (101,779)              (84,433)

OTHER INCOME (EXPENSES)
       Interest income                                           3,329                 1,225
       (Notes receivable)/debt forgiveness                     (54,257)               43,477
       Realized loss on securities                                 --               (144,622)
                                                           -----------           -----------
                  Total Other Income (Expenses)                (50,928)              (99,920)
                                                           -----------           -----------
                  (Loss) from Continuing Operations
                    Before Income Taxes                       (152,707)             (184,353)

PROVISION FOR INCOME TAXES                                         --                    --
                                                           -----------           -----------
                  (Loss) from Continuing Operation            (152,707)             (184,353)
                                                           -----------           -----------

DISCONTINUED OPERATIONS
       (Loss) from discontinued operations of DCP and DXF
         (less applicable income taxes of $1,600 and $3,200)        --            (1,123,867)
       (Loss) from sale of subsidiaries -- (42,182)
                                                           -----------           -----------
                  (Loss) from discontinued operations               --            (1,166,049)
                                                           -----------           -----------
                   Net (Loss)                                 (152,707)           (1,350,402)

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
       Unrealized holding (loss) arising during period,
         net of tax benefit                                         --                    --
       Add reclassification adjustment for (loss)
         included in net (loss)                                     --               119,612
                                                           -----------           -----------

                   Comprehensive (Loss)                    $  (152,707)          $(1,230,790)
                                                           ===========           ===========

                   Basic and diluted (loss) per common
                     share from continuing operations           (0.006)               (0.019)
                                                           ===========           ===========

                   Basic and diluted (loss) per common
                     share from discontinued operations          (.000)               (0.120)
                                                           ===========           ===========
</TABLE>

The  Accompanying  Notes  are an  Integral  Part of the  Financial
Statements

                                       F-4



<PAGE>




                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                                                        (Deficit)
                    Preferred Stock         Common Stock                       Other                   Accumulated
                   ----------------------------------          Additional      Comp-                      During
                                                                Paid-in      rehensive    Accumulated   Development
                    Shares    Amount      Shares     Amount     Capital       (Loss)      (Deficit)       Stage          Total
                    ------    ------      ------      -----    ----------    ---------    -----------    ---------    -------------

<S>                 <C>        <C>     <C>          <C>       <C>            <C>          <C>            <C>          <C>

Balance at

  Dec. 31, 2000       2,500    $ 25     6,648,631   $ 6,649   $ 3,712,579    $(119,612)   $ 2,514,053)   $  --      $ 1,085,588

Conversion of
  preferred shares
  Jun. 13, 2001      (2,500)    (25)    2,000,000     2,000        (1,975)        --             --          --             --

Stock sales
  Nov. 6, 2001         --       --     11,000,000    11,000       209,000         --             --          --          220,000

Stock issued for
  services
  Nov. 6, 2001         --       --      1,851,369     1,851        (1,851)        --             --          --             --

Conversion of
  warrants
  Dec. 11, 2001        --       --        300,000       300          (300)        --             --          --             --

Net (loss) for
  the year ended
  Dec. 31, 2001        --       --           --        --            --           --       (1,350,402)       --       (1,350,402)

Reclassification
  other compre-
  hensive (loss)
  realized at
  Dec. 31, 2001        --       --           --        --            --        119,612           --           --          119,612

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

Balance at
  Dec. 31, 2001        --       --     21,800,000    21,800     3,917,453         --       (3,864,455)        --           74,798

 Stock issued
  For Services
   Jan. 16, 2002       --       --      2,200,000     2,200        41,800         --             --           --           44,000

 Stock Sales
   Aug. 6, 2002        --       --      1,000,000     1,000        29,000         --             --           --           30,000

Net (loss) for
  the year ended
  Dec. 31, 2002        --       --           --        --            --           --             --       (152,707)      (152,707)
                     ------    ----    ----------   -------   -----------    ---------    -----------    ---------    -----------

Balance at
  Dec. 31, 2002        --      $--     25,000,000   $25,000   $ 3,988,253    $    --      $(3,864,455)   $(152,707)   $    (3,909)
                     ======    ====    ==========   =======   ===========    =========    ===========    =========    ===========
</TABLE>


The  Accompanying  Notes  are an  Integral  Part of the Financial
Statements


                                       F-5



<PAGE>




                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                              2002
                                                                            (Note 2)          2001
                                                                            ---------      -----------

<S>                                                                         <C>            <C>
       Net (loss)                                                           $(152,707)     $(1,350,402)
       Deduct: Net (loss) from discontinued operations                           --         (1,165,249)
                                                                            ---------      -----------

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
       Net (loss) from continuing operations                                 (152,707)        (185,153)
       Adjustments to reconcile net (loss) to net cash provided (used)
         by operating activities:
           Realized loss on marketable equity securities                         --            144,622
           Common stock issued for officers' salary                            44,000             --
           Decrease (increase) in accounts payable and accrued expenses       (17,139)          75,749
           Notes receivable / (debts) forgiveness                              52,658          (43,477)
           Decrease (increase) in accrued interest on notes receivable          1,167           (1,167)
                                                                            ---------      -----------

                  Net Cash Flows (Used) by Operating Activities of
                    Continuing Operations                                     (72,021)          (9,426)
                                                                            ---------      -----------

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
       Issuance of common stock                                                30,000          220,000
                                                                            ---------      -----------

                  Net Cash Flows Provided by Financing Activities of
                    Continuing Operations                                      30,000          220,000
                                                                            ---------      -----------

                      Net Cash Provided (Used) by Continuing Operations       (42,021)         210,574

                      Net Cash (Used) by Discontinuing Operations                --           (839,452)
                                                                            ---------      -----------

NET (DECREASE) IN CASH                                                        (42,021)        (628,878)

CASH AT THE BEGINNING OF THE YEAR                                              53,245          682,123
                                                                            ---------      -----------

CASH AT THE END OF THE YEAR                                                 $  11,224      $    53,245
                                                                            =========      ===========

ADDITIONAL DISCLOSURES:
       Cash paid during the year for:

         Interest                                                           $    --        $      --
                                                                            =========      ===========

         Income taxes                                                       $    --        $     2,400
                                                                            =========      ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Note receivable from officer for liabilities incurred in the
         Company name                                                       $    --        $     2,658
                                                                            =========      ===========

       Notes receivable from sale of subsidiaries                           $    --        $    50,000
                                                                            =========      ===========
</TABLE>

The  Accompanying  Notes  are an  Integral  Part of the Financial
Statements


                                       F-6



<PAGE>




                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 1 - DESCRIPTION OF BUSINESS

iVideoNow,  Inc. (the Company or  iVideoNow),  formerly  known as DIGS,  Inc., a
Delaware development stage company, acquired Digital Corporate Profiles (DCP) in
a reverse  merger on November  9, 1998.  In  connection  with the  agreement  of
reorganization (the Reorganization),  the Company issued 5,l94,968 shares of its
common  stock  at  $.001  par  value  per  share,  in  exchange  for  all of the
outstanding  common stock of DCP, in which DCP became a wholly owned  subsidiary
of the Company  based on a  conversion  ratio of three  shares of the  Company's
common stock for each share of DCP's  stock.  Prior to the  Reorganization,  the
Company  was  considered  a shell  organization  and was  inactive.  The  merger
qualified  for a  tax-free  Reorganization  and  has  been  accounted  for  as a
recapitalization of DCP at book value. As a result of the recapitalization,  the
owners of DCP maintained control of the Company. In 1999, the Company formed two
wholly  owned  subsidiaries;  DXF Design,  Inc.  (DXF) and DIGS Web Video,  Inc.
(DWV).  DWV is  currently  an  inactive  subsidiary  generating  no revenue  and
incurring no operating expenses.

 From  1998  through  2001,  DCP  provided  complete   multimedia  and  Internet
communications  solutions for companies to proactively tell their story. In late
1999 DCP began developing a real time Internet Video screening application known
as iVideoNow!.  The experience in video  compression  and  presentation  formats
related to CD-ROM  production was directly  responsible for DCP's entry into the
Internet Video market.

 In 1999, DXF provided a complete  digital and graphic design works for Internet
Web site, CD-ROM and promotional prints. DXF specializes in designing brochures,
corporate  identity graphics,  corporate and entertainment  promotional kits, as
well as providing key art for theatrical and home video advertisement.

 The Company's  subsidiaries continued to incur net operating losses since their
inception.  During  2001,  the Company was unable to obtain  additional  funding
through debt financing or capital investment.  Therefore, on August 31, 2001 and
September 27, 2001,  the Company sold its 100%  interests in DXF and DCP for two
notes receivable  totaling  $50,000.  (See Notes 14 and 15.) On January 1, 2002,
the Company sold its 100% interest in DWV for $100.

As of January 1, 2002, the Company is considered to be a shell organization.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation
----------------------
The  consolidated  financial  statements  for the year ended  December  31, 2001
include the accounts of  iVideoNow  and its wholly  owned  subsidiaries,  DCP (a
California  corporation),  DXF (a California  corporation) and DWV (a California
corporation - inactive).  All inter-company  accounts and transactions have been
eliminated in consolidation. On August 31, 2001, September 27, 2001, and January
1, 2002, the Company sold its 100% interests in DXF, DCP, and DWV, respectively;
therefore, the financial statements of iVideoNow for the year ended December 31,
2001 have been  restated  to reflect the  disposition  of DCP,  DXF,  and DWV as
discontinued operations.  Accordingly, the revenues, costs of expenses, and cash
flows of these  discontinued  operations  have been excluded from the respective
captions in the Statements of Operations and Statements of Cash Flows,  and have
been  reported   through  the  dates  of  disposition  as  "Income  (Loss)  from
Discontinued  Operations" and "Net Cash (Used) by  Discontinued  Operations" for
all periods presented. The balance sheet as of December 31, 2002 and the related
statements  of  operations  for the year ended  December  31, 2002  include only
iVideoNow.

                                       F-7



<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Presentation
---------------------
Because  the  Company is  considered  to be a "shell" as of January 1, 2002 (see
Note 1), the Company is considered a development  stage company as of that date.
Consequently, the accompanying financial statements have been prepared using the
accounting  formats  prescribed for development  stage enterprises in accordance
with Financial Accounting Standards Board Statement 7. The amounts presented for
the year ended  December 31, 2002 in the statements of operations and statements
of cash flows are also the amounts from the Company's inception.

Segment Information
-------------------
The company adopted Statement of Financial  Accounting Standards (SFAS) No. 131,
"Disclosures  about Segments of an Enterprise and Related  Information" in 1999.
SFAS No. 131  establishes  for the  reporting of  information  about a company's
operating  segments.   Operating  segments  are  defined  as  components  of  an
enterprise  for  which  separate  financial  information  is  available  that is
evaluated  regularly by the chief operating decision maker(s) in deciding how to
allocate  resources  and in assessing  performance.  SFAS No. 131 also  requires
disclosures  about products and services,  geographic areas and major customers.
The  adoption  of SFAS No.  131 did not  affect  results  of  operations  or the
financial position of prior reports. (See Note 12.)

Reclassifications
-----------------
Certain  prior year balances  have been  reclassified  to conform to the current
year's presentation.

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist primarily of cash on deposit,  certificates of
deposit,  money market accounts,  and investment grade commercial paper that are
readily  convertible  into cash and purchased with original  maturities of three
months or less.

Marketable Securities
---------------------
For 2001, marketable  securities consist of common stock.  Marketable securities
are stated at market value as determined  by the most  recently  traded price of
each security at the balance sheet date,  with the unrealized  gains and losses,
net of tax,  reported  as a separate  component  of  stockholders'  equity.  All
marketable  securities  are  defined  as  available-for-sale   securities  under
provisions  of SFAS No. 115,  "Accounting  for Certain  Investments  in Debt and
Equity  Securities." For purpose of determining  realized gains and losses,  the
cost of securities sold was based on first-in, first-out method. (See Note 3.)

Comprehensive Income
--------------------
SFAS No. 130,  "Reporting  Comprehensive  Income",  establishes  a standard  for
reporting and  displaying  comprehensive  income and its  components  within the
financial  statements.  Comprehensive  income  includes  charges  and credits to
equity that are not the result of transactions with stockholders.  Comprehensive
income is composed of two subsets - net income and other  comprehensive  income.
Included in other comprehensive income for the Company are unrealized losses and
adjustments for realized losses of available-for-sale  securities as of December
31, 2001.

                                       F-8



<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings Per Share
------------------
In 1998, the Company  adopted SFAS No. 128,  "Earning Per Share (EPS)." SFAS No.
128  establishes  standards for computing  and  presenting  EPS and requires the
presentation  of both basic and  diluted  EPS.  Unlike  primary  EPS,  basic EPS
excludes any dilutive effects of options,  warrants,  and convertible securities
and is computed  on the basis of the  weighted-average  number of common  shares
outstanding  during the year. The diluted EPS calculation is very similar to the
previous fully diluted EPS calculation  method. The Company has a simple capital
structure  and there were no changes under the SFAS No. 128  methodology  to the
previously  reported EPS amounts for any of the fiscal years.  Fully diluted per
share data is not presented, as the effects would be antidilutive.

Property and Equipment
---------------------
Depreciation  of  equipment  and  amortization  of  leasehold   improvements  is
calculated by the straight-line  and accelerated  methods based on the following
estimated useful lives:

       Computer                                       5 Years
       Furniture and fixtures                         7 Years
       Computer software                              5 Years
       Leasehold improvements                        10 Years

Program Development Costs
-------------------------
In March 1998, the Company adopted  Statement of Position 98-1,  "Accounting for
Costs of Computer Software  Developed or Obtained for Internal Use." Capitalized
program  development  costs consist of consulting  and  programming  costs.  The
Company   capitalizes   internally   developed   software   costs   based  on  a
project-by-project  analysis of each project's  significance  to the Company and
its estimated  useful life.  All  capitalized  software costs are amortized on a
straight-line method over a period of five (5) years. (See Note 6.)
 In 2000,  the Company  adopted  Financial  Accounting  Standards  Board  (FASB)
Statement No. 2,  "Research and  Development  Costs," and FASB Statement No. 86,
"Accounting  for Costs of Computer  Software to Be Sold,  Leased,  or  Otherwise
Marketed."  The  Company   expensed  all  costs  incurred  in  establishing  the
technological  feasibility  of a computer  software  product that is to be sold,
leased,  or  otherwise  marketed as research  and  development  costs,  which is
required  by FASB  Statement  No. 2. After  technological  feasibility  has been
established,  all costs  incurred will be  capitalized,  as required  under FASB
Statement  No.  86,  and  amortized  over two (2) years.  When the  software  is
available  for  general  release to  customers,  all costs will be  expensed  as
incurred, including costs of maintenance and customer support.

Stock-Based Compensation
------------------------
The Company has elected to follow Accounting Principles Board Opinion (APBO) No.
25,  "Accounting for Stock Issued to Employees," and related  interpretations in
accounting  for its  stock-based  compensation  and to provide  the  disclosures
required under SFAS No. 123, "Accounting for Stock-Based Compensation."
 APBO No. 25 requires no  recognition  of  compensation  expense for most of the
stock-based  compensation  agreements provided by the Company where the exercise
price is equal to the market  value at the date of grant.  However,  APBO No. 25
requires  recognition of compensation  expense for variable award plans over the
vesting periods of such plans, based upon the then-current  market values of the
underlying stock. In contrast, SFAS No. 123 requires recognition of compensation
expense for grants of stock,  stock options,  and other equity  instruments over
the vesting  periods of such  grants,  based on the  estimated  grant-date  fair
values of those grants. (See Note 11.)

                                       F-9



<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------
This  Company has adopted SFAS No. 109,  "Accounting  for Income  Taxes",  which
requires a liability  approach to financial  accounting and reporting for income
taxes.  The difference  between the financial  statement and tax basis of assets
and  liabilities  is  determined  annually.   Deferred  income  tax  assets  and
liabilities are computed for those differences that have future tax consequences
using the  currently  enacted  tax laws and rates that  apply to the  periods in
which they are  expected to affect  taxable  income.  Valuation  allowances  are
established,  if necessary, to reduce deferred tax asset accounts to the amounts
that will more  likely than not be  realized.  Income tax expense is the current
tax payable or  refundable  for the period,  plus or minus the net change in the
deferred tax asset and liability accounts.

Tax Returns
-----------
For the year ended December 31, 2001, the Company filed consolidated federal and
state  income  tax  returns  with  its  subsidiaries.  In  accordance  with  the
inter-corporate tax allocation policy, the Company and its subsidiaries will pay
to or receive from the other  entity,  amounts  equivalent  to federal and state
income tax charges or credits based on each separate  entity's taxable income or
loss using the  statutory  rates.  For the year ended  December  31,  2002,  the
Company will file separate corporate tax returns

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

New Account Standards
---------------------
In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations".  SFAS No.
141  requires  the  use  of the  purchase  method  of  accounting  for  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests  method. The Company adopted SFAS No. 141 effective July 1,
2001.

 In June 2001,  the FASB  issued SFAS No. 142,  "Goodwill  and Other  Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires,  among other
things, the discontinuance of goodwill amortization.  In addition,  SFAS No. 142
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles  as  goodwill,  reassessment  of the  useful  lives of the  existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential  future  impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional  goodwill  impairment  test
six months from the date of adoption.

 In June 2001, the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations," which provides accounting  requirements for obligations associated
with the retirement of tangible  long-lived  assets.  SFAS No. 143 requires that
the fair value of a liability for an asset  retirement  obligation be recognized
when  incurred if a reasonable  estimate of fair value can be made.  The related
asset  retirement  costs are  capitalized as part of the carrying  amount of the
long-lived  asset.  SFAS No. 143 is effective for fiscal years  beginning  after
June 15, 2002. The Company adopted SFAS No. 143 effective January 1, 2002.

                                      F-10



<PAGE>




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Account Standards (Continued)
---------------------------------
In June 2001,  the AICPA  issued an exposure  draft of a proposed  Statement  of
Position  (SOP),  "Accounting  for  Certain  Costs  and  Activities  Related  to
Property,  Plant,  and  Equipment."  The  proposed  SOP  would  require  certain
expenditures  previously  included  in the cost basis of  Property,  Plant,  and
Equipment (PP&E) to be expensed as incurred.  Generally,  only direct costs that
are incremental and can be directly  identified with the specific asset could be
capitalized.  General  and  administrative  costs and  overhead  costs  would be
expensed as incurred. Concurrent with the issuance of the proposed SOP, the FASB
issued an exposure  draft of a proposed  Statement,  "Accounting  in Interim and
Annual  Financial  Statements  for  Certain  Costs  and  Activities  Related  to
Property,  Plant, and Equipment - an amendment of APB Opinions No. 20 and 28 and
FASB  Statements  No. 51 and 67 and a rescission of FASB  Statement No. 73." The
proposed  Statement  would  conform  existing   accounting   literature  to  the
requirements  of the  proposed  SOP and would  require  the  application  of the
guidance  contained in the  proposed  SOP in both  interim and annual  financial
statements.  The proposed SOP and Statement  would be effective for fiscal years
beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of", and the accounting and reporting provisions for the disposal of
a segment of a business prescribed in APB Opinion No. 30, "Reporting the Results
of  Operations  - Reporting  the Effects of Disposal of a Segment of a Business,
and Extraordinary,  Unusual and Infrequently Occurring Events and Transactions".
This statement  provides a single  accounting model for long-lived  assets to be
disposed of and significantly  changes the criteria that would have to be met to
classify  an asset  as  held-for-sale.  Classification  as  held-for-sale  is an
important  distinction  since such assets are not  depreciated and are stated at
the lower of fair  value and  carrying  amount.  This  statement  also  requires
expected future operating losses from discontinued operations to be displayed in
the  period(s)  in  which  the  losses  are  incurred,  rather  than  as of  the
measurement  date as  presently  required.  SFAS No.  144 is  effective  for the
financial  statements  issued for the fiscal year  beginning  after December 15,
2001, and interim  periods within those fiscal years.  The Company  adopted SFAS
No. 144 effective January 1, 2002.

 In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
SFAS No.  145  requires  gains  and  losses  from  extinguishment  of debt to be
reported as part of recurring  operations,  unless the transaction is considered
unusual or  infrequent in which case the  transaction  would be classified as an
extraordinary  item. This standard also eliminates an inconsistency  between the
accounting for sale-leaseback  transactions and certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.  SFAS No.
145 became effective for transactions occurring after May 15, 2002.

 In June 2002, the FASB voted in favor of issuing SFAS No. 146,  "Accounting for
Exit  or  Disposal  Activities".  SFAS  No.  146  addresses  significant  issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that are  currently  accounted  for pursuant to the  guidance  that the Emerging
Issues  Task  Force  (EITF)  has set forth in EITF  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a  Restructuring)".  SFAS No. 146
will be  effective  for exit or disposal  activities  that are  initiated  after
December 31, 2002.  The Company  does not  anticipate  the adoption of these new
accounting standards to have a material effect on their financial statements.

                                      F-11



<PAGE>




NOTE 3 - MARKETABLE EQUITY SECURITIES

Cost and fair value of marketable  equity securities at December 31, 2001 are as
follows:

<TABLE>
<CAPTION>
                                                  Gross       Gross
                                               Unrealized  Unrealized
                                      Cost        Gains      Losses         Fair Value
                                    --------   ----------  ----------       ----------

<S>                                <C>         <C>          <C>             <C>
December 31, 2000
  Available for sale
       Equity securities           $ 144,622        --      $(119,612)      $ 25,010

December 31, 2001
       Realized loss on
         worthless securities       (144,622)       --        119,612        (25,010)
                                   ---------       ---      ---------       --------

Balance at Dec. 31, 2001           $    --      $   --      $    --         $   --
                                   =========    =======     =========       ========
</TABLE>

 Net unrealized losses from available for sale securities during the years ended
December 31, 2002 and 2001 amounted to $0 and $0, respectively, resulting in net
changes of $0 and $0,  respectively,  to Other  Comprehensive Loss. For the year
ended December 31, 2001, the Company reclassified $119,612 of unrealized loss as
a realized loss when the Company  determined  that all investments in securities
were worthless.

NOTE 4 - DEFERRED INCOME TAXES
 The  Company  has  available  at  December  31,  2002,   net   operating   loss
carryforwards  totaling  $3,806,761  that may be offset  against  future taxable
income,  subject to Section 382 of the  Internal  Revenue Code (IRC) which could
reduce or defer the utilization of these losses.

If not used, the net consolidated  operating loss  carryforwards  will expire as
follows:

         For the Fiscal Year Ended
              December 31,
------------------------------------

                  2011                                    $    81,269
                  2012                                        190,049
                  2018                                        470,148
                  2019                                        512,295
                  2020                                      1,050,000
                  2021                                      1,350,000
                  2022                                        153,000
                                                          -----------

                                                          $ 3,806,761
                                                          ===========

                                      F-12



<PAGE>

NOTE 4 - DEFERRED INCOME TAXES (CONTINUED)
 The net deferred tax asset,  resulting from the net operating losses,  included
in the accompanying  balance sheet include the following amounts of deferred tax
assets and liabilities at December 31, 2002:

     Deferred Tax Asset - Current                         $       --
     Deferred Tax Asset - Non-current                      1,400,000
                                                          ----------

                                                           1,400,000
     Valuation allowance                                  (1,400,000)
                                                          ----------

                                                          $       --
                                                          ==========

 For the years  ended  December  31,  2002 and  2001,  the  valuation  allowance
increased by $50,000 and $515,000,  respectively.  Due to the uncertainty of the
realization of the net operating loss carryforwards, the Company has established
a  valuation  allowance  against  the  carryforward  benefits  in the  amount of
$1,400,000.

NOTE 5 - INCOME TAXES

The components of the (provision) benefit for income taxes are as follows:

<TABLE>
<CAPTION>
                                                                      2002                 2001
                                                                 ---------------      --------------

<S>                                                              <C>                  <C>
Current (Provision) for Income Taxes for Continuing
  Operations
       Federal                                                   $           --       $          --
       State                                                                 --                  --
                                                                 ---------------      --------------

                                                                 $           --       $          --
                                                                 ===============      ==============

Current (Provision) for Income Taxes for Discontinued
  Operations
       Federal                                                   $           --       $          --
       State                                                                 --               (2,400)
                                                                 ---------------      --------------

                                                                 $           --       $       (2,400)
                                                                 ===============      ==============
</TABLE>

NOTE 6 - PROPERTY AND EQUIPMENT
 Amortization and depreciation expenses for the year ended December 31, 2001 was
$27,917. During 2001, the Company recorded a $229,926 non-cash impairment charge
related to the Internet  Video and CD-ROM  segments of the Company's  operation.
The impairment  charge  applied to  substantially  all of its fixed assets.  The
Company  calculated  the present value of expected cash flows of Internet  Video
and CD-ROM  segments to  determine  the fair value of the  assets.  For the year
ended  December  31,  2001,  depreciation  expenses  and  impairment  costs were
recorded as part of the loss from discontinued operations.

NOTE 7 - PROGRAM DEVELOPMENT COSTS
 Amortization  expense  for the  year  ended  December  31,  2001  was  $71,742.
Amortization  expense was allocated to cost of sales in 2001. For the year ended
December 31, 2001,  the Company  capitalized  an  additional  $49,280 of program
development  costs.  During the year ended  December 31, 2001,  amortization  of
costs related to computer  software  products  held for lease  totaled  $66,531.
During 2001, the Company recorded a $72,715 non-cash  impairment  charge related
to the  Internet  Video and CD-ROM  segments  of the  Company's  operation.  The
impairment charge applied to all of its program  development  costs. The Company
calculated the present value of expected cash flows of Internet Video and CD-ROM
segments to determine  the fair market  value of the assets.  For the year ended
December 31, 2001,  amortization  expenses and impairment costs were recorded as
part of the loss from discontinued operations.

                                      F-13



<PAGE>




NOTE 8 - RENT EXPENSES
 For the year ended December 31, 2001, rental expense was $69,096. Rental income
under the  subleases  amounted to $13,740 for the year ended  December 31, 2001.
Since September 27, 2001, the Company has no operating lease commitments.

NOTE 9 - STOCKHOLDERS' EQUITY

Warrants
 In  connection  with the  March  14,  2000  private  placement  of  convertible
preferred  stock,  the Company  issued  100,000  warrants to the  investors  and
200,000  warrants to the  underwriters.  Each warrant may be converted  into one
share of new common stock at an exercise  price equal to 110% of the closing bid
price of the common  stock on March 14,  2000.  The  warrants  expire on May 13,
2003. On December 11, 2001,  the Company  issued 300,000 shares of common stock,
par value of $.001, to the warrant holders in exchange for the early termination
of their warrants.

The following summarizes the warrant activities during the years:

<TABLE>
<CAPTION>
                                                                        For the Year Ended
                                                                        December 31, 2002
                                                               -------------------------------------

                                                                                    Stock Warrant
                                                                    Shares          Exercise Price
                                                               -----------------  ------------------


<S>                                                                     <C>         <C>
Outstanding at December 31, 2000                                        300,000     $          9.90
   Granted                                                                   --                  --
   Exercised                                                            300,000                  --
   Expired                                                                   --                  --
                                                               -----------------    ----------------

Outstanding at December 31, 2001                                             --     $            --
   Granted                                                                   --                  --
   Exercised                                                                 --                  --
   Expired                                                                   --                  --
                                                               -----------------    ----------------

Outstanding at December 31, 2002                                             --     $            --
                                                               =================    ================
</TABLE>

Preferred Stock
 On June 13, 2001, all  convertible  preferred  shares relating to the March 14,
2000 private placement were converted into 2,000,000 shares of common stock. The
parties holding the preferred  shares on that date elected to convert each share
of convertible  preferred  stock into 800 shares of the Company's  common stock.
Management of the company  renegotiated  the previously  mentioned  terms of the
original agreement to minimize the diluting effect on ownership  associated with
the continually falling price of the Company's stock.

Common Stock
 On November 6, 2001, pursuant to the Securities Purchase Agreement, the Company
issued 11,000,000 shares of common stock, par value of $.001, for $220,000 cash.
In addition,  the Company issued  1,851,369 shares of common stock, par value of
$.001,  for legal and  investment  banking  services  relating to the Securities
Purchase Agreement.

                                      F-14



<PAGE>




NOTE 9 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock (Continued)
 On January 16, 2002, the Board of Directors  approved the issuance of 2,200,000
shares of common stock to the Company's  President,  Secretary,  and Director(s)
for services  rendered  during the calendar year of 2002. The shares were valued
at $.02 per share for the total amount of $44,000.

On August 6, 2002, the Company issued  1,000,000 shares of its common stock, par
value of $.001, for cash of $.03 per share for $30,000 to an unrelated party.

NOTE 10 - EARNINGS (LOSS) PER COMMON SHARE

The following  table sets forth the  computation of basic and diluted (loss) per
common share:

<TABLE>
<CAPTION>
                                                                      2002
                                                                    (Note 2)           2001
                                                                   ----------      -----------

Basic and Diluted EPS:


<S>                                                                <C>             <C>
     (Loss) from continuing operations                             $ (152,707)     $   184,353
                                                                   ==========      ===========

     Net (loss) per common share from continuing operations        $    0.006      $    (0.019)
                                                                   ==========      ===========

     Net (loss) from discontinued operations                       $     --        $ 1,166,049
                                                                   ==========      ===========

     Net (loss) per common share from discontinued operations      $     --        $    (0.117)
                                                                   ==========      ===========

Weighted-average shares outstanding                                24,315,068        9,651,307
                                                                   ==========      ===========
</TABLE>

Fully diluted per share data is antidilutive, and therefore is the same as basic
earnings per share.

NOTE 11 - STOCK OPTION PLANS

The  Company's  1999 stock  option plans  provide  incentive  stock  options and
nonqualified  stock options to purchase the Company's common stock. These may be
granted to directors,  officers,  key employees,  consultants,  and subsidiaries
with an  exercise  price of up to 110% of  market  price  at the date of  grant.
Generally,  options are exercisable in equal  installments over three years from
the date of grant,  and expire  five to ten years from the date of grant.  As of
December 31, 2001,  the maximum of 750,000  shares were approved under the plan,
of which 655,000 shares were available for future grants.

 In  accordance  with  APB No.  25,  compensation  cost  for  stock  options  is
recognized in income based on the excess,  if any, of the quoted market price of
the stock at the  grant  date of the  award or other  measurement  date over the
amount an employee must pay to acquire the stock. Generally,  the exercise price
for stock options  granted to employees  equals or exceeds the fair market value
of the  Company's  common  stock at the date of grant,  thereby  resulting in no
recognition of compensation expense by the Company.

                                      F-15



<PAGE>




NOTE 11 - STOCK OPTION PLANS (CONTINUED)

Presented below is a summary of stock option plan activity for the years shown:

                                                                  Weighted-
                                                                  Average
                                            Stock Options     Exercise Price
                                         ------------------------------------

Outstanding at December 31, 2000                  641,000      $    3.06
   Granted                                           --             --
   Exercised                                         --             --
   Forfeited                                     (546,000)          2.94
   Expired                                           --             --
                                                 --------      ---------

Outstanding at December 31, 2001                   95,000      $    3.70
   Granted                                           --             --
   Exercised                                         --             --
   Forfeited                                         --             --
   Expired                                           --             --
                                                 --------      ---------

Outstanding at December 31, 2002                   95,000      $    3.70
                                                 ========      =========

Options exercisable at December 31, 2002           66,666      $    3.76
                                                 ========      =========



Exercise prices for options outstanding as of December 31, 2002 range from $0.50
to $5.00. The following table summarizes information for options outstanding and
exercisable at December 31, 2002:

<TABLE>
<CAPTION>
                            Options Outstanding                                                  Options Exercisable
                          --------------------------------------------------------------      -------------------------------------

                                                                            Weighted-
                                                    Weighted-                Average                                      Weighted-
                             Stock                   Average                Remaining              Stock                   Average
  Exercise                  Options                 Exercise               Contractual            Options                 Exercise
   Prices                 Outstanding                Price                    Life              Exercisable                 Price
--------------            -------------------------------------            -----------          -----------             ------------

<S>                            <C>                    <C>                       <C>               <C>                    <C>
    $0.50                      25,000                 $0.50                     1                 16,666                 $0.50
$4.25 - $5.00                  70,000                 $4.84                     1                 50,000                 $4.85
                          ------------                                                         ------------

                               95,000                                                               66,666
                          ============                                                         ============
</TABLE>

 In electing to continue to follow APBO No. 25 for expense recognition purposes,
the Company is obligated to provide the expanded disclosures required under SFAS
No.  123 for  stock-based  compensation  granted.  This may  include  materially
different  information from reported  results,  such as pro forma net income and
earnings per share,  had compensation  expenses  relating to options granted for
the years ended December 31, 1999 and 2000 been recognized  under the fair value
recognition provisions of SFAS No. 123.

                                      F-16



<PAGE>




NOTE 11 - STOCK OPTION PLANS (CONTINUED)
 Because  the  weighted-average  fair  values at date of grant  were the same or
lower than the market  values  for  options  granted  during  1999 and 2000,  no
compensation  expense will be amortized  over the vesting  period of the options
granted  during 1999 and 2000.  The  Company's net income and earnings per share
for the year ended December 31, 2002 will be the same as the proforma net income
and earnings per share.  Therefore,  the Company's proforma  information has not
been presented.

NOTE 12 - SEGMENT INFORMATION

The  following  is  information  concerning  operations  in  different  lines of
business  for the years ended  December  31,  2001;  inter-company  transactions
between segments are not material:

<TABLE>
<CAPTION>
                                          DCP                DXF
                                     Internet Video        Graphic
             2001                      and CD-ROM           Design         Consolidated
-------------------------------      --------------      ----------        ------------


<S>                                   <C>                <C>               <C>
Net Operating Revenues                $   1,000          $ 163,867         $ 164,867
Operating Income (Loss)                (864,865)            26,706          (838,159)
Identifiable Operating Assets            25,010               --              25,010
Capital Expenditures                    142,245              3,202           145,447
Depreciation and Amortization            93,468              6,191            99,659
</TABLE>


Identifiable operating assets include cash, available-for-sale securities, trade
accounts receivable, and fixed assets.
 On August 31, 2001 and September  27, 2001,  the Company sold its 100% interest
in its  subsidiaries  DCP and DXF.  Consequently,  the above  activities,  which
accounted for  approximately  100% of the  operating  activities of the Company,
represented  the  activities  of DCP from January 1, 2001 through  September 27,
2001 and DXF from January 1, 2001 through August 31, 2001. (See Note 14.)

NOTE 13 - RELATED PARTY TRANSACTIONS
 During  2001,  the  Company  paid  its  ex-President  Peter  Dunn  $85,214  for
consulting  fees for the period from July 1, 2001 through  December 31, 2001, in
addition to salary and car allowance of $53,379.

NOTE 14 - DISCONTINUED OPERATIONS
 On August 31, 2001,  the Company sold its 100%  interest in DXF to its officer,
David  Fleming,  for a $25,000  note  receivable.  The note is  secured by 1,000
shares of DXF's common stock, which represents 100% interest. The note has an 8%
interest rate and is due on December 31, 2006. (See Note 15.)

On September  27,  2001,  the Company  sold 1,000  common  shares of DCP,  which
represent  its  100%  interest  in DCP,  for a  $25,000  note  receivable  to an
unrelated  party. The note is secured by 1,000 shares of DCP's common stock. The
note has an 8% interest rate and is due on December 31, 2006. (See Note 15.)

On January 1, 2002,  the Company  sold its 100% in DWV, an inactive  subsidiary,
for $100.

                                      F-17



<PAGE>

NOTE 14 - DISCONTINUED OPERATIONS (CONTINUED)
 The Company recorded a net loss from the sale of the subsidiaries in the amount
of $42,182,  for the year ended December 31, 2001. The following is a summary of
the net assets at the date of sales:

              Current assets                                     $ 41,035
              Property, plant and equipment, net                   38,963
              Loan receivable from officers                        84,266
              Accounts payable and accrued expenses               (72,082)
                                                                 --------

                     Net Assets                                  $ 92,182
                                                                 ========


The Operating results of discontinued operations are as follows:

                                                                            2001
                                                                    ------------

              Net revenue                                             $ 164,867
              Net (loss) before provision of income taxes            (1,121,467)
              (Provision) for income taxes                               (2,400)
              (Loss) from discontinued operations                    (1,166,049)



The accompanying consolidated financial statements have been restated to conform
to discontinued operations treatment for all historical periods presented.

NOTE 15 - NOTES RECEIVABLE FORGIVENESS AND IMPAIRMENT
 On August 31, 2001 and September 27, 2001,  the Company sold its 100% interests
in DXF and DCP for two  notes  receivable  totaling  $50,000.  (See Note 14.) In
December 2002, the company  forgave the total  outstanding  principal of $50,000
and accrued interest of $4,257.

NOTE 16 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
 The financial  statements have been prepared assuming the Company will continue
as a going  concern.  The Company has incurred net losses since  inception.  The
Company plans to generate the  additional  cash needed through the completion of
additional equity, debt, or joint venture  transactions.  There is no assurance,
however,  that the Company  will be able to complete  its plans in the future at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.

NOTE 17 - SUBSEQUENT EVENTS

On March 3, 2003, the Company entered into a binding letter of intent to acquire
all of the  issued  and  outstanding  capital  stock  of 99 Cent  Stuff,  LLC in
exchange for 19,000,000 shares ("post split") of the Registrant's  common stock.
As a  pre-condition  to the  acquisition,  the Registrant has agreed to effect a
1-for-25 reverse stock split,  reducing the total issued and outstanding  common
stock of the Registrant to approximately  1,000,000 shares.  At the closing,  99
Cent Stuff will become a wholly-owned  subsidiary of the Registrant,  and the 99
Cent Stuff  shareholders will own  approximately 95% of the Registrant's  issued
and outstanding  common stock.  Furthermore,  upon the close of the acquisition,
the Registrant will change its name to "99 Cent Stuff, Inc."
 The closing of the transaction is subject to certain covenants,  conditions and
representations,  audit statements,  various due diligence requirements, and the
completion by 99 Cent Stuff, LLC of a private  placement of at least $3,000,000.
There is no assurance that the transaction will close.

 If an  Acquisition  Agreement  has not been executed by the Company and 99 Cent
Stuff by April 30, 2003, or at a later date mutually  agreed upon, the letter of
intent shall automatically expire. In addition, 99 Cent Stuff, LLC has agreed to
pay a "Break-up Fee" of between  $50,000 and $100,000 if, during the term of the
letter of intent, it enters into a transaction other than the acquisition by the
Registrant.

                                      F-18