UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

                     Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                    for the Fiscal Year ended April 30, 2004

                             Commission File Number
                                     0-33473


                              I & E TROPICALS, INC.
                 (Name of Small Business Issuer in its charter)


                    FLORIDA                                    65-1138291
        (State or other jurisdiction of                     (I.R.S. Employer
         Incorporation or organization)                    Identification No.)


                270 NW 3rd Court
               Boca Raton, Florida                             33432-3720
     (Address of principal executive offices)                  (Zip Code)

                       Issuer's Telephone: (561) 368-1427
                       ----------------------------------

Securities registered under Section 12(g) of the Exchange Act:      Common
                                                                --------------
                                                               (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant  was required to file such reports,  and (2) has been
subject to such filing requirements for the past 90 days [ ] Yes [ X ] No

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

State Issuer's revenues for its most recent fiscal year.  None

Aggregate market value of voting equity held by  non-affiliates  as of April 30,
2004: $2,000.00.

                As of April 30, 2004, there are 3,900,000 shares
                 of common stock outstanding. The issuer has no
                       other classes of stock authorized.

Transitional Small Business Disclosure Format: No
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

      (A) BUSINESS DEVELOPMENT

      The Company was originally  formed under the name of MEDIA ADVISORY GROUP,
INC.,  as a Florida  corporation  filed July 1, 1998.  The Company was  assigned
Document Number P98000058690.

      The Company was formed for the original purpose of providing various media
consulting services.  However, the Company never activated services and remained
inactive. On September 24, 1999, the Company was administratively  dissolved for
failure to file an annual report.

      On July 6, 2001 an application  for  Corporation  Reinstatement,  together
with payment of applicable fees, was filed with the Florida Department of State.
The Company was reinstated on July 23, 2001.

      On August 6, 2001  Articles  of  Amendment  were  filed  with the  Florida
Department  of State,  changing the name to: I & E TROPICALS,  INC. and changing
the authorized capital stock of the Company to Fifty Million (50,000,000) shares
of voting common stock at a par value of $.001 per share.

      See Exhibit 2(i) commencing on Page E-1 for the Articles of Incorporation,
the  Reinstatement  of MEDIA ADVISORY GROUP,  INC., the Articles of Amendment to
the  Articles  of   Incorporation   of  MEDIA  ADVISORY  GROUP,   INC.  and  the
certification of status for I & E TROPICALS, INC.

      The Bylaws of the Company are included as Exhibit 2(ii) commencing at Page
E-10.

      (B) BUSINESS OF ISSUER

      The  original  primary  business  of  I  &  E  Tropicals.   Inc.  was  the
import/export  of exotic  marine life from the Bahamas to the Company in Florida
and the subsequent sale of these exotic fishes to wholesalers and/or directly to
end-use customers.

      As of the end of the fiscal  quarter  ending October 31, 2002, the Company
determined that its planned  operations for the collection of exotic fish in the
Bahamas were  cancelled due to a lack of anticipated  funding.  As an alternate,
the  Company  planned to collect  and sell  exotic  fish in the waters off South
Florida.

      The Company  intended to finance the South Florida  operations by the sale
of  convertible  promissory  notes.  However,  funding  required for the revised
operational  plan was not  obtained.  Although  the Company has been in informal
talks with other  entities  regarding  a possible  joint  venture,  nothing  has
actually been completed as of this filing. As a consequence,  the Company is now
inactive.  Interim cash needs are minimal and will be provided by loans from one
or more stockholders.


                                        2
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

      The  Company  owns no real  property,  nor  does  it  have  any  leasehold
interests at this time.

      The Company  executive  offices are provided,  without  payment of rent at
this time at 270 NW 3rd Court, Boca Raton, Florida. This address is the location
of the  offices of Ledyard H.  DeWees,  P.A.,  the law firm  representing  I & E
Tropicals,  Inc.  which  has  agreed to  provide  office  space and  secretarial
assistance without charge.

ITEM 3. LEGAL PROCEEDINGS

      There is no litigation of any type whatsoever  pending or threatened by or
against the Company, its officers and/or its director.

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

      Not applicable.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      (A) MARKET INFORMATION

      There is no public trading  market for the Company's  stock and management
has  not  undertaken  any  discussions,   preliminary  or  otherwise,  with  any
prospective market maker regarding a public market for the stock.

      On July 15, 1998 the sole Director of the Company  authorized the issuance
(pre-split)  of  founders  stock to Ledyard  DeWees and  Carolyn  O'Brien in the
amounts of 2,500  shares  each.  This stock was issued in exchange  for services
rendered  as  permitted   under  Florida  law  by  Florida   Statute   607.0621.
Subsequently,  on August 1, 1998 the shares  issued to Ledyard  H.  DeWees  were
surrendered  in exchange  for the  issuance of 1,250 shares to Ledyard H. DeWees
and 1,250 shares (as a gift) to his daughter,  Kimberly  DeWees.  Likewise,  the
shares  issued to  Carolyn C,  O'Brien  were  surrendered  in  exchange  for the
issuance of 1,250  shares to Carolyn C.  O'Brien and 1,250 shares (as a gift) to
her daughter, Erin 0'Brien.

      (B) HOLDERS

      There are 26 shareholders of record of the Company's common stock.

      (C) DIVIDENDS

      The Company has not paid any  dividends  to date and has no plans to do so
in the foreseeable future.


                                        3
<PAGE>

      (D) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

      None.

      (E) RECENT SALES OF UNREGISTERED SECURITIES

      On  September  1, 2001,  the Company  elected to offer for sale  2,000,000
shares of its common stock at $.01 per share.  The offering was conducted  under
Rule  504  of  Regulation  D,  as  promulgated  by  the  Securities  &  Exchange
Commission.  All sales were conducted under a Subscription  Agreement, a copy of
which is included here as Exhibit 4 at Page E-30.

      Pursuant to the  requirements  of this  Regulation D offering,  Form D was
filed with the Securities and Exchange Commission on October 23, 2001.

      Regarding  this  offering,   the  following   additional   information  is
submitted:

      (a)   All  sales  were  conducted  by  officers  of  the  Company  and  no
            commissions were paid.

      (b)   Sales were made to 22  individuals  for a total of 1,450,000  shares
            (pre-split).  All  sales  were for  cash,  with  total  payments  of
            $14,500.  All  proceeds  were paid  directly to the Company  without
            escrow.  All proceeds  were  received by the Company on a net basis,
            there being no charges against the sales.

      (c)   This  offering  has been  terminated  by the  action of the board of
            directors.

ITEM 6. PLAN OF OPERATION

      (A) PLAN OF OPERATION

      As  previously  stated in PART I, Item  1(b),  I & E  Tropicals,  Inc.  is
inactive.  Its only plan of  operation  for the next twelve  months is to obtain
funding to implement  its south  Florida  operations  or enter into some form of
joint  venture/merger with another company. The Company has no current employees
and no consequential cash requirements.

      (B) OFF-BALANCE SHEET ARRANGEMENTS

      Not applicable.

ITEM 7. FINANCIAL STATEMENTS

      Attached audited  financial  statements for I & E TROPICALS,  INC. for the
period  ended  April  30,  2004 are  submitted  in  compliance  with Item 310 of
Regulation S-B.


                                       4
<PAGE>

ITEM 8. CONTROLS AND PROCEDURES

      (A) DISCLOSURE CONTROLS AND PROCEDURES

      It is the conclusion of Brett DeWees,  as the sole officer and director of
the company,  that the issuer's  controls and procedures,  as defined in Section
240 13a-15(e) or Section 240.15d(e),  are effective to provide such controls and
procedures as apply to the filing requirements referenced therein in view of the
fact that no other persons are involved in the filing  process at this time. The
prior  delinquency in making the required  quarterly and annual reports has been
due to a lack of funds to pay for the necessary accounting and filing costs.

      (B) OTHER INFORMATION

      Not applicable.


                                       5
<PAGE>

                                    PART III

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

      (A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS

NAME                              AGE                     POSITION

Brett L. DeWees                   39                      Sole Director
                                                          President

      Brett DeWees was named as the sole  Director and  President the Company on
April 1, 20O1.  The Bylaws of the  Company  (Article  III,  Section 2) provide a
requirement  for one  director  and a maximum  of seven  directors,  subject  to
amendment to the Articles of Incorporation.

      He  purchased  1,000,000  shares  (pre-split)  of the common  stock of the
Company on October 15, 2001 acquiring voting control of the Company. He would be
considered as a Promotor of the Company.

      For  over  the  past  five  years  Brett  DeWees  has  operated  as a sole
proprietor in the fishing,  diving,  and  fish-collecting  business.  He holds a
United  States  Coast  Guard  Captain's  license  (#709388)  and he also holds a
Saltwater  Products  License   (#SP-60840)  issued  by  the  State  of  Florida,
Department  of  Environmental  Protection.  The  license  has an RS  (Restricted
Species) endorsement and a ML-862 (Marine Life) endorsement.

      (B) IDENTIFY SIGNIFICANT EMPLOYEES

      Brett  DeWees  is the  only  employee  of the  Company  at this  time.  As
previously  explained,  he will,  become a full-time  employee  when the Company
becomes  operational  and will devote his entire work schedule to the activities
of I & E Tropical.

      (C) FAMILY RELATIONSHIPS

      Not applicable.

      (D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

      Not applicable.

ITEM 10. EXECUTIVE COMPENSATION

      (A) GENERAL

      Brett L. DeWees is President and sole  Director of the Company.  There are
no other  officers  and  there  are no other  employees.  Mr.  DeWees  has never
received  any  compensation  for  services   rendered  to  the  Company  and  no
compensation is being accrued on the books of the Company.


                                       6
<PAGE>

      (B) SUMMARY COMPENSATION TABLE

      Not applicable. No executive compensation plan is under consideration.

      (C) OPTION/SAR GRANTS TABLE

      Not applicable.

      (D) AGGREGATED  OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTIONS/SAR VALUE
          TABLE

      Not applicable.

      (E) LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE

      Not applicable.

      (F) COMPENSATION OF DIRECTORS

      There are no arrangements  whatsoever  pertaining to compensation  for the
sole director.

      (G) EMPLOYMENT    CONTRACTS    AND    TERMINATION    OF   EMPLOYMENT   AND
          CHANGE-IN-CONTROL ARRANGEMENTS

      Not applicable.

      (H) REPORT ON REPRICING OF OPTIONS/SAR'S

      Not applicable.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

      (A) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

      None

      (B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table below lists the  beneficial  ownership of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities.


                                       7
<PAGE>

                                                                Amount
                       Name and Address                         and Nature of
Title of Class         of Beneficial Owner                      Beneficial Owner
--------------------------------------------------------------------------------

Common                 Brett L. DeWees                            2,000,000
                       737 SE 1st Way, Apt. 107
                       Deerfield Beach, FL 33441
--------------------------------------------------------------------------------

Common                 Kimberly DeWees                            250,000
                       737 SE 1st Way, Apt. 100
                       Deerfield Beach, FL 33441
--------------------------------------------------------------------------------

Common                 Bonnie Irby                                250,000
                       737 SE 1st Way, Apt 107
                       Deerfield Beach, FL 33441
--------------------------------------------------------------------------------

Common                 Ledyard H. DeWees                          500,000
                       270 NW 3rd Court
                       Boca Raton, FL 33432
--------------------------------------------------------------------------------

Common                 Carolyn O'Brien                            250,000
                       270 NW 3rd Court
                       Boca Raton, FL 33432
--------------------------------------------------------------------------------

Common                 Erin O'Brien                               250,000
                       6845 NW 29th Avenue
                       Fort Lauderdale, FL 33309
--------------------------------------------------------------------------------

Notes to security ownership:

o     All shares  listed above are owned  directly.  There are no further  stock
      rights of any type or kind.

o     Brett DeWees is the adult son and Kimberly DeWees is the adult daughter of
      Ledyard H. DeWees.  Erin O'Brien is the adult daughter of Carolyn O'Brien.
      There are no other legal relationships among the above listed owners.

o     On June 1, 2002 the common stock was forward split on a two for one basis.

      (C) SECURITY OWNERSHIP OF MANAGEMENT

      The  following  information  lists,  as to each class,  equity  securities
beneficially  owned by all directors,  and of the directors of the issuer,  as a
group.

                       Name and Address                     Amount and Nature of
Title of Class         of Beneficial Owner                  Beneficial Owner

Common                 Brett L. DeWees                          2,000,000
                       737 SE 1st Way
                       Apt. 107


                                       8
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      (A) TRANSACTIONS WITH PROMOTERS

      Brett DeWees is the only  promoter of the Company.  He has never  received
anything of value,  tangible or  intangible,  directly or  indirectly,  from the
Company.

      Brett DeWees is the owner of  2,000,000  shares of the common stock of the
Company.  As part of an  offering  of stock by the  Company  under Rule 504,  as
approved  September  1,2001,  Brett DeWees  purchased  his  1,000,000  shares on
October 15,  2001 for a cash  payment to the  Company at the  offering  price of
$.0l.  per share for a total  payment of  $10,000.00.  Subsequently,  the common
shares were forward  split two for one,  increasing  his  ownership to 2,000,000
shares.

ITEM 13. EXHIBITS

      (A) INDEX TO EXHIBITS

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

         3(i)(a)                         E-1          *Articles of Incorporation
                                                      of Media Advisory Group,
                                                      Inc.

         3(i)(b)                         E-6          *Certification of
                                                       Reinstatement

         3(i)(c)                         E-7          *Articles of Amendment
                                                      changing name to I & E
                                                      Tropicals, Inc.

         3(i)(d)                         E-9          *Certification of status
                                                      of I & E Tropicals, Inc.

         3(ii)                           E-10         *Bylaws of I & E
                                                      Tropicals, Inc.

         99                              E-30         *Subscription Agreement

*     Incorporated by reference to Form 10-SB/A2(4).

      (B) REPORTS ON FORM 8-K

      None.


                                       9
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      (A) AUDIT FEES

      The aggregate fees billed for professional services rendered for the audit
of annual financial statements included in Form 10-KSB for the fiscal year ended
April 30, 2004 and for the review of quarterly financial  statements included in
Form 10-QSB for the quarters  ended July 31, 2003,  October 31, 2003 and January
31, 2004 were $6,675.

      The aggregate audit fees billed for professional services rendered for the
audit of annual financial statements included in Form 10-KSB for the fiscal year
ended  April 30,  2003 and for the  review  of  quarterly  financial  statements
included in Form 10-QSB for the quarters  ended July 31, 2002,  October 31, 2002
and January 31, 2003 were $4,975.

      (B) AUDIT-RELATED FEES

      None.

      (C) TAX FEES

      The  aggregate  fees billed for the fiscal  years ended April 30, 2004 and
2003 was $0 and $175, respectively.

      (D) ALL OTHER FEES

      None.  The audit  committee  consists  of the  President,  who is the only
officer.

                                   SIGNATURES

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

                                                        I & E TROPICALS, INC.,


DATE: February 9, 2005                                  By: /s/ Brett L. DeWees
                                                        -----------------------
                                                        Brett L. DeWees
                                                        President and Director


                                       10
<PAGE>

                              I & E TROPICALS, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 APRIL 30, 2004
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS

                                                            PAGE

Independent Auditor's Report                                 F-1

Financial Statements:

 Balance Sheet                                               F-2

 Statements of Operations                                    F-3

 Statement of Changes in Stockholders' Equity (Deficit)      F-4

 Statements of Cash Flows                                    F-5 to F-6

 Notes to Financial Statements                               F-7 to F-10
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To The Board of Directors
I & E Tropicals, Inc.

We have  audited the  accompanying  balance  sheet of I & E  Tropicals,  Inc. (a
development stage company),  as of April 30, 2004 and the related  statements of
operations,  changes in  stockholders'  equity  (deficit) and cash flows for the
years  ended  April  30,  2004 and 2003 and for the  period  from  July 1,  1998
(inception)  through  April  30,  2004.  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  standards  of the Public  Company
Accounting Oversight Board (United States). 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 I & E  Tropicals,  Inc. (a
development  stage  company)  as of  April  30,  2004,  and the  results  of its
operations  and its cash flows for the years  ended  April 30, 2004 and 2003 and
for  the  period  from  July 1,  1998  (inception)  through  April  30,  2004 in
conformity with accounting principles generally accepted in the United States.

September 21, 2004
Boca Raton, Florida


                                       F-1
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 APRIL 30, 2004

                                     ASSETS

TOTAL ASSETS                                                             $   --
                                                                         ======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Notes payable                                                           $5,000
 Accrued interest                                                           344
                                                                         ------

         Total Current Liabilities                                        5,344

STOCKHOLDERS' EQUITY (DEFICIT)                                           (5,344)
                                                                         ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                     $   --
                                                                         ======
                Read accompanying Notes to Financial Statements


                                      F-2
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                                                                      July 1,
                                                                       1998
                                       Year Ended     Year Ended    (Inception)
                                        April 30,      April 30,    to April 30,
                                          2004           2003          2004
                                      -----------    -----------    -----------

REVENUE                               $        --    $       735    $       735

EXPENSES
 General and administrative                 6,790          9,691         25,824
                                      -----------    -----------    -----------

NET (LOSS)                            $    (6,790)   $    (8,956)   $   (25,089)
                                      ===========    ===========    ===========

(LOSS) PER SHARE                      $        --    $        --    $      (.01)
                                      ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                     3,900,000      3,900,000      2,273,308
                                      ===========    ===========    ===========

                Read accompanying Notes to Financial Statements.


                                      F-3
<PAGE>
                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
           PERIOD FROM JULY 1, 1998 (INCEPTION) THROUGH APRIL 30, 2004

<TABLE>
<CAPTION>
                                                                            Deficit
                                                                           ccumulated
                                        Common Stock          Additional   During the
                                   Number of        Par        Paid-In     Development
                                    Shares         Value       Capital        Stage         Total
                                   ---------     ---------     ---------     ---------      ---------
<S>                               <C>           <C>           <C>           <C>            <C>
July 15, 1998 - Common shares
 issued to founders for services
 rendered - as restated (Note 7)   1,000,000     $   1,000     $   4,000     $      --      $   5,000
Net (loss)                                --            --            --        (5,000)        (5,000)
                                   ---------     ---------     ---------     ---------      ---------
Balance - April 30, 1999           1,000,000         1,000         4,000        (5,000)            --

Net (loss)                                --            --            --            --             --
                                   ---------     ---------     ---------     ---------      ---------
Balance - April 30, 2000           1,000,000         1,000         4,000        (5,000)            --

Net (loss)                                --            --            --            --             --
                                   ---------     ---------     ---------     ---------      ---------
Balance - April 30, 2001           1,000,000         1,000         4,000        (5,000)            --

September 2001 - Common shares
 issued for cash                     280,000           280         1,120            --          1,400
October 2001 - Common shares
 issued for cash                   2,620,000         2,620        10,480            --         13,100
Net (loss)                                --            --            --        (4,343)        (4,343)
                                   ---------     ---------     ---------     ---------      ---------
Balance - April 30, 2002           3,900,000         3,900        15,600        (9,343)        10,157

Net (loss)                                --            --            --        (8,956)        (8,956)
                                   ---------     ---------     ---------     ---------      ---------
Balance - April 30, 2003           3,900,000         3,900        15,600       (18,299)         1,201

Net (loss)                                --            --            --        (6,790)        (6,790)
Conversion of net stockholders
 loans to additional paid-in
 capital                                  --            --           245            --            245
                                   ---------     ---------     ---------     ---------      ---------
Balance - April 30, 2004           3,900,000     $   3,900     $  15,845     $ (25,089)     $  (5,344)
                                   =========     =========     =========     =========      =========
</TABLE>

                Read accompanying Notes to Financial Statements.


                                       F-4
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                       July 1,
                                                                        1998
                                                                     (Inception)
                                             Year Ended  Year Ended      to
                                              April 30,   April 30,   April 30,
                                                2004        2003        2004
                                              --------    --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                   $ (6,790)   $ (8,956)   $(25,089)
 Adjustments to reconcile net (loss)
  to cash used in operating activities:
   Common shares issued for services
    rendered                                        --          --       5,000

   Increase in accrued interest                    249          95         344
                                              --------    --------    --------

NET CASH (USED IN) OPERATING ACTIVITIES         (6,541)     (8,861)    (19,745)
                                              --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase in loans receivable - stockholder         --          --     (12,000)
 Repayments of loans receivable - stockholder       --       3,000       4,000
                                              --------    --------    --------

NET CASH PROVIDED BY
 (USED IN) INVESTING ACTIVITIES                     --       3,000      (8,000)
                                              --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds of notes payable                          --       5,000       5,000
 Issuance of common stock                           --          --      14,500
 Increase in amount due to stockholder           6,195         877       8,245
                                              --------    --------    --------

NET CASH PROVIDED BY FINANCING ACTIVITIES        6,195       5,877      27,745
                                              --------    --------    --------

NET (DECREASE) INCREASE IN CASH                   (346)         16          --

CASH - BEGINNING                                   346         330          --
                                              --------    --------    --------

CASH - ENDING                                 $     --    $    346    $     --
                                              ========    ========    ========

                Read accompanying Notes to Financial Statements.


                                       F-5
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                       July 1,
                                                                        1998
                                                                     (Inception)
                                              Year Ended  Year Ended     to
                                               April 30,   April 30,   April 30,
                                                 2004        2003       2004
                                                ------      ------     ------
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES:
 Common shares issued for services  rendered.   $    --     $   --    $ 5,000
                                                =======     ======     ======

 Conversion of net stockholders loans to
  additional paid-in capital                    $   245     $   --    $   245
                                                =======     ======    =======

                Read accompanying Notes to Financial Statements.


                                       F-6
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2004

NOTE 1. ORGANIZATION

      I & E Tropicals,  Inc. was  incorporated on July 1, 1998 under the laws of
      the  State of  Florida  as Media  Advisory  Group,  Inc.  The  company  is
      currently  inactive and is developing  its business plan for the importing
      and exporting of exotic  marine life and received its wholesale  saltwater
      products  license on May 9, 2002.  The company's  headquarters  is in Boca
      Raton, Florida.

      The Company has  insignificant  revenue to date. Since its inception,  the
      Company has been dependent upon the receipt of capital investment or other
      financing  to fund its  continuing  activities.  In addition to the normal
      risks  associated with a new business  venture,  there can be no assurance
      that the Company's product  development will be successfully  completed or
      that it will be a commercial  success.  Further,  the Company is dependent
      upon  certain  related  parties to provide  continued  funding and capital
      resources.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      INCOME TAXES

      Deferred  income taxes are provided for  differences  between the basis of
      assets and liabilities for financial and income tax reporting. A valuation
      allowance is provided  against deferred income tax assets in circumstances
      where management believes recoverability of a portion of the assets is not
      reasonably assured.

      (LOSS) PER SHARE

      (Loss) per share is computed  by  dividing  net (loss) for the year by the
      weighted average number of shares outstanding


                                       F-7
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2004

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      STATEMENT OF CASH FLOWS

      For purposes of this  statement  the Company  considers  all highly liquid
      investments  with an original  maturity of three months or less to be cash
      equivalents.

      USE OF ESTIMATES

      Management   uses  estimates  and   assumptions  in  preparing   financial
      statements in accordance with generally  accepted  accounting  principles.
      Those estimates and assumptions  affect the reported amounts of assets and
      liabilities,  the disclosure of contingent assets and liabilities, and the
      reported  revenues and expenses.  Accordingly,  actual  results could vary
      from  the   estimates   that  were  assumed  in  preparing  the  financial
      statements.

NOTE 3. NOTES PAYABLE

      The  notes  payable  bear  interest  at 5%,  are  due on  demand  and  are
      unsecured. As of April 30, 2004, accrued interest was $344.

NOTE 4. INCOME TAXES

      As of April 30, 2004 and 2003, no deferred income taxes have been recorded
      due to the Company having no history of profitable operations. Significant
      components of the Company's net deferred income taxes are as follows: 2004
      2003

      Net operating loss carryforwards         $2,950    $1,650
      Start-up expenditures                     1,750     1,750
                                               ------    ------
                                                4,700     3,400
      Less: Valuation allowance                (4,700)   (3,400)
                                               ------    ------
      Net deferred income tax asset            $   --    $   --
                                               ======    ======


                                       F-8
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2004

NOTE 4. INCOME TAXES (CONTINUED)

      During the years ended April 30, 2004 and 2003,  the  valuation  allowance
      increased by $1,300 and $1,700, respectively.

      The  reconciliation  of  income  tax  (benefit)  computed  at the  federal
      statutory rate to income tax expense (benefit) is as follows:

                                                        2004        2003
                                                       ------      ------
      Tax (benefit) at federal statutory rate          (15.00)%    (15.00)%
      State tax (benefit), net of federal benefit       (3.63)      (3.63)
      Valuation allowance                               18.63       18.63
                                                       ------      ------

      Tax provision (benefit)                           00.00%      00.00%
                                                       ======      ======

      The Company has net  operating  loss  carryforwards  for federal and state
      purposes of  approximately  $15,700  available  to offset  future  taxable
      income. The net operating loss carryforwards,  if not used, expire through
      December 31, 2023.

NOTE 5. CAPITAL STOCK

      The  Company  has  50,000,000  shares  of $.001  par  value  common  stock
      authorized.

      As of April 30,  2004,  3,900,000  shares of common  stock were issued and
      outstanding.

      Shareholders of common stock have one vote per share.


                                       F-9
<PAGE>

                              I & E TROPICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2004

NOTE 6. RELATED PARTY TRANSACTIONS

      During the year, stockholder advances were converted to additional paid-in
      capital.

NOTE 7. PRIOR PERIOD ADJUSTMENT

      The number of shares of common stock  outstanding have been  retroactively
      adjusted  to  reflect  a 2 for 1 stock  split  approved  by the  Board  of
      Directors on June 1, 2002.  Accordingly,  the par value of the outstanding
      common shares has been increased by $1,950 and additional  paid-in capital
      has been  decreased  by  $1,950.  In  addition,  (loss) per share has been
      adjusted to give effect to the stock split.


                                      F-10