UNITED STATES

SECURITIES AND EXCHANGE COMMISSION







Washington, D.C.  20549











FORM 10-KSB



(Mark One)



[X] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended
December 31, 2002



OR









[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934





For the transition period from ___________to____________









KSIGN INTERNATIONAL, INC.





(name of small business issuer as specified in its charter)





|Nevada                     | 000-49656                  | 87-0772357                            
|-------------------------- | -------------------------- | --------------------------------------
|State of
    Incorporation | Commission File
    Number | IRS Employer
    Identification Number











5650 Yonge Street, Suite 1500, Toronto, Ontario, M2M 4G3, Canada

(address of principal executive offices)







(416)
226-7268







(Registrant's telephone number, including area code)





Securities to be registered under Section 12(b) of the Act:







Title of Each Class Name of Each Exchange on Which to be so Registered: Each Class is to be Registered:







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







Common Stock









(Title of Class)







Check whether the registrant (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 here if the 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 the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-KSB or any
amendment to this Form 10-KSB. [ ]



Revenues for the year ending December 31, 2003 were
$3,244,397.



As of December 31, 2003, the aggregate market value of the
voting and non-voting common equity held by non-affiliates was $3,264,382
(based on a price of $0.022 per share).



As of December 31, 2003, the Company had approximately
148,381,021 shares of Common Stock issued and outstanding.









INFORMATION REQUIRED IN REGISTRATION STATEMENT







Part I











Item 1. Description of Business



Item 2. Description of Property



Item 3. Legal Proceedings



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





Part II











Item 5. Market for Common Equity and Related Shareholder Matters



Item 6. Management's Discussion and Analysis or Plan of Operation



Item 7. Financial Statements



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





Part III









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



Item 10. Executive Compensation



Item 11. Security Ownership of Certain Beneficial Owners and Management



Item 12. Certain Relationships and Related Transactions



Item 13. Exhibits and Reports on Form 8-K



Except where the context otherwise requires, all references in
this Registration to  the "Registrant" or the "Company" or
"KSign" refer to KSign International, Inc., a Nevada corporation and "KSign
Co. Ltd." refers to KSign Co. Ltd., a South Korean Corporation.







PART I



Item 1.    Description of Business.



(a) KSign International, Inc. (formerly Witnet Internatnional, Inc.), (the "Company") was formed
under the laws of Nevada on February 2, 1998 under the name Valance 9 Development, Inc. to
develop and market a world wide web authoring software product. The initial amount of
authorized capital was $100,000 consisting of 100,000,000 shares of Common Stock, $0.001 par
value. The authorized capital was increased to 150,000,000 shares of Common stock, $0.001 par
value in October, 2002. There is only one class of stock - the Company's common stock.

Today, the Company is a software development company. Company's main product line relates to
PKI, Public Key Infrastructure, solutions which issue digital certificates to authenticate people
with digital signature. The solution uses public key cryptography algorithms, which can replace
paper signed documents with digital forms.

On April 17, 1998, the Company's Articles of Incorporation were amended. The purpose of the
amendment was to change the name of the corporation from Valance 9 Development to Valence
9 Development, Inc.

Valence 9 Development, Inc. filed a Form 15(c)211 with the National Association of Securities
Dealers (NASD) to allow its Common Stock to trade on the OTC Bulletin Board. The Company's
Common Stock began trading on the OTC Bulletin Board in July of 1998, under the trading
symbol "VLND." In August, 1998 the symbol was changed at Valence 9 Development, Inc.'s
request to "VNIN."

On August 27, 1999 the Company's Articles of Incorporation were amended.  The purpose of the
amendment was to change the name of the corporation from Valence 9 Development, Inc. to
New Cinema Partners.

On August 31, 1999, the Company and New Cinema Partners, Inc. executed an Acquisition
Agreement whereby the Company acquired all of the issued and outstanding common stock of
New Cinema Partners, Inc., a Canadian corporation formed on February 18, 1999.

The Company was de-listed for non-compliance with the OTC Bulletin Board's reporting
requirements in May of 1999, and began trading on the pink sheets at that time until the
Company became a "Reporting Company" under the 1934 Securities Exchange Act and resumed
trading on the OTC Bulletin Board in December, 2000.  From August, 1999 to October 2, 2002
the Company's securities have been traded under the trading symbol "NCPP."

The initial five shareholders (the "Initial Control Group") of the Company were issued
25,100,000 common shares of the Company's common stock at inception. This group consisted
of the officers and directors of the Company and their designees (Wayne Walrath, Lewis Hayse,
Michael Gordy, Francois Escher, and Robert Short). From February to March of 1999, the
Company did a series of offerings pursuant to Rule 504 promulgated under Regulation D of the
Securities Act of 1933, as amended. The total amount of common shares issued at the completion
of those offerings was 32,588,800, with the Initial Control Group controlling 77% of those
shares.

In June, 1999, the Company issued and then cancelled 438,637 shares pursuant to a letter of
intent to acquire Image Advertising Plc. The shares were cancelled because the acquisition was
never consummated.

In June, 1999, the Company did an 800 to 1 reverse split of its common stock, resulting in the
Company's issued and outstanding common shares going from 32,588,800 to 40,736 shares. The
reverse stock split was done in order to prepare the Company to be able to acquire a new
business, once it had become evident that the then-current business was not viable.

On August 31, 1999, the Company and New Cinema Partners, Inc. executed an Acquisition
Agreement whereby the Company changed its name to New Cinema Partners and acquired all of
the issued and outstanding common stock of New Cinema Partners, Inc., in exchange for
4,000,000 shares of its common stock. This transaction resulted in the former shareholders of
New Cinema Partners, Inc., becoming the holders of the 4,000,000 newly issued shares, (the
"New Control Block").

In September, 1999 the Company issued 7,000,000 free trading shares pursuant to Rule 504
promulgated under Regulation D of the Securities Act of 1933, as amended. The total amount of
common shares issued at the completion of this offering was 11,040,736 with the Control Group
holding 36.23% of those shares.

In May, 2000, the Company issued 3,000,000 restricted shares to total of six corporations to do
consulting to help find a new business for the Company. This brought the Company's total issued
and outstanding common shares to 14,040,736, of which the New Control Block held 4,000,000
shares, or 28.5%.

In June, 2000, the Company consummated an asset purchase agreement acquiring certain
intellectual properties, comprising scripts and storylines, owned by 1255234 Ontario, Inc., also
known as Stone Canyon Pictures. The purchase price was 10,000,000 shares of the Company's
common stock.

On July 4, 2000, the Company consummated an asset purchase agreement acquiring certain
intellectual properties, comprising scripts and storylines, owned by 1255234 Ontario, Inc., also
known as Stone Canyon Pictures. As part of the transaction, Mr. Damien Lee, founder and one of
the principals of Stone Canyon Pictures, became the Chief Executive Officer and the Chairman
of the Board of Directors of the Corporation.

On March 12, 2001, after being unable to raise adequate funds for any film production, Mr. Lee
resigned from his position with the Company.

On May 8, 2001, the Company issued 500,000 common shares valued at $45,000 in
consideration for legal fees owing by the Company.

On June 12, 2001, the Company issued 1,384,285 common shares in consideration for the
cancellation of a promissory note in the amount of $95,516 and the Company issued 5,100,000
common shares in settlement of accounts payable in the amount of $402,900.

In June 2001, New Cinema Partners entered into a purchase agreement with Imperial Logistics,
Inc. However, the acquisition agreement was canceled due to the inability of New Cinema
Partners to secure the required financing which had been committed by a third party.

In February 2002, New Cinema Partners signed a formal asset purchase agreement with LCTC
Enterprises, Inc. Under the terms of the agreement, New Cinema Partners would issue stock in
exchange for the equipment and it would have pursued the business plan of LCTC Enterprises. In
addition, New Cinema Partners would have changed its name to Cemcorp International and its
business to global cement manufacturing and distribution in strategic markets worldwide. The
acquisition was not completed.

In April 2002, New Cinema Partners signed an agreement to acquire Verifox Technologies, Inc.
The transaction authentication company would have changed the direction of New Cinema
Partners from a development stage entertainment company to a transaction authentication
technologies company. The acquisition was not completed.

In May 2002, New Cinema Partners was assigned an agreement to acquire Mediall Tech, Co.
Ltd. of South Korea. However, the agreement was terminated.

On July 11, 2002, New Cinema Partners filed an 8-K stating that they agreed to change their
name to Witnet International, Inc. and to increase its authorized capital from 100,000,000 to
150,000,000 common shares.

On July 30th 2002 the Company issued a total of 10,000,000 restricted common shares to finders
and consultants representing Travellers International, Inc.) in accordance with the Share
Exchange Agreement with Witnet Co. Ltd. (Korea) dated May 24th, 2002.

On August 28th, 2002 the Company issued 55,000,000 restricted common shares for the
acquisition of Witnet Co. Ltd (Korea) in accordance with a Share Exchange Agreement dated
May 24, 2002. The shares were issued to the shareholders of Witnet Co. Ltd, (Korea) in
exchange for 100% of Witnet Co. Ltd. (Korea). The holders of these shares comprise the current
control block and they hold together 55,000,000 common shares of the 112,803,021 shares that
were outstanding as of December 31, 2002.

On October 2, 2002, the Company amended the Articles of Incorporation. The purpose of the
Amendment was to change the name of the Company from New Cinema Partners, Inc. to Witnet
International, Inc. and to increase the number of authorized shares from 100,000,000 common
shares to 150,000,000 common shares.

On October 2, 2002, New Cinema Partners, Inc. changed its name to Witnet International, Inc.
and its trading symbol became "WTNT".

On November 18, 2002, the Company changed its fiscal year end from February 28 to December
31.

On December 23rd 2002 the Company issued a total of 7,000,000 restricted common shares with
respect to employees and consultants of the Company including 3,000,000 shares to Mun Su Han
(President and CEO, Director) and 2,000,000 shares to Jason Chung (CFO, Director) in relation
to their employee agreements and 2,000,000 shares were issued to consultants.

On December 23rd 2002 the Company issued a total of 9,328,000 restricted common shares in
exchange for expenses and fees owed by the Company. The shares were issued in lieu of cash
payment totaling $932,800.

On April 3, 2003 the Company entered into an agreement with Julius Czurgo on the marketing of
its products.  The Company issued 10,000,000 common shares as payment towards the
agreement

On July 9, 2003 the Company issued 12 million common shares as prepayment to two
consultants in exchange for future services to be rendered over the following six months.

On October 13, 2003 the Company issued 8,300,000 restricted common shares in exchange for
expenses and consulting fees, 1,500,000 restricted common shares to for payment of a loan owed
by the company's subsidiary Witnet Co., Ltd. and 500,000 restricted common shares for legal
work performed by an attorney.

On October 20, 2003, Witnet International, Inc. filed an 8-K stating that they agreed to change
their name to KSign International, Inc. and to undergo a reverse 10 for 1 split of its common
shares.

On December 1, 2003 the Company issued 4,158,000 restricted common shares as payment for
expenses and fees owed by the company.

On December 1, 2003 the Company cancelled 880,000 restricted common shares.  These shares
were initially issued at par value of $880 for services that were never completed.

On December 31, 2003, the Company amended the Articles of Incorporation. The purpose of the
Amendment was to change the name of the Company from Witnet International, Inc. to KSign
International, Inc. and to effect a 10 for 1 reverse split of the Company's common shares.

On February 25, 2004, Witnet International, Inc. changed its name to KSign International, Inc.
and its trading symbol became "KSIG".  The reverse split of common shares also went into effect
on the same day.

On February 27th, 2004 the Company issued 32,800,000 restricted common shares for the
acquisition of KSign Co. Ltd (Korea) in accordance with a Share Exchange Agreement dated
September 5, 2003. The shares were issued to the shareholders of KSign Co. Ltd, in exchange for
100% of KSign Co. Ltd. The holders of these shares comprise the current control block and they
hold together 32,800,000 common shares of the approximate 47,638,375 shares outstanding as of
February 27, 2004.

Note:  The company's change of name to KSign International, Inc, 10:1 reverse stock-split and
the issuance shares to the shareholders of KSign Co., Ltd. would have happened before the
December 31, 2003 fiscal year end were it not for the delays in obtaining approval of a majority
of shareholders.  For the purposes of the rest of this report, it will be assumed that all the
mentioned transactions occurred before the fiscal year end.



(b)   
Business of Issuer.





Description of Business

The Company, through the acquisition of KSign Co. Ltd. of South Korea, ("KSign") is a software
development company focused on internet security solutions. KSign Co., Ltd. is the Company's
main operating subsidiary and following the acquisition of KSign Co. Ltd., the Company has
undertaken their business plan.

KSign is a leading provider of Public Key Infrastructure ("PKI") and Wireless Public Key
Infrastructure ("WPKI") security solutions located in South Korea.  KSign designed, developed
and delivered fundamental information security principals enabling developers, governments and
enterprises to add strong security to their devices, networks and applications.

Company Overview



KSign Co. Ltd., began operations in November of 1999.  KSign is a software development and
system integration company.  Headed by CEO Ki-Yoong Hong, KSign currently has 46
employees.  The main operations of KSign is located at 12F/ Hanmi B/D, 192-19
Nonhyun-dong, Gangnam-ku, Seoul, Korea, 135-010.  KSign's internet site can be found at
www.ksign.com.

Technology Overview



KSign provides Public Key Infrastructure, PKI and Wireless Public Key Infrastructure, WPKI
solutions.  These solutions allow the issuance of digital certificates to authenticate users through
digital signature using public key cryptography algorithms that replace paper signed documents
with digital forms.

In addition, KSign has integrated PKI solutions with other security applications such as server
data security, biometrics solutions and system management for wireless environment into one
integrated package to handle any entities' information system and data security needs.

Products & Solutions



KSign's main lines of business are as follows:

PKI Solutions (KSignPKI, KSignPKI PRO, KSignRA, KSignCA, KSignTSA, KSignOCSP,
KSignDVCS)

PKI (Public Key Infrastructure) provides the fundamental level of security using public key
certificates to digitally identify users.  Trusted third parties, CA (Certificate Authority) issues
these certificates.



KSignPKI allows not only allow users to encrypt their data but the data also contains a digital
signature certificate that is unique to the user.  This provides a credible level of security on an
Internet environment using TCP/IP protocol.  This allows on-line service providers the
authentication, confidentiality, integrity and non-repudiation on their services provided.

WPKI Solutions (KSignWPKI, KSignWRA, KSignWCA, WirelessE2E)

Recently wireless communication has become vastly common.  Mobile devices (Mobile phone,
PDA, etc) have developed to provide access to the Internet and allow users the ability retrieve as
if they were in a wired environment.  Services such as internet banking, on-line stock trading,
e-mail, ticket reservation and e-shopping are available to wireless users.  The need for security
for wireless internet environment has grown to the same level as wired Internet environment.



KSignWPKI is KSignPKI especially tailored for the needs of wireless internet environments.

Security Toolkit (KSignCASE)

KSign's Toolkits fully support certificate verification, and encrypt/decrypt on message and data
for between each users and servers.

For KSignPKI Solutions, KSign Toolkits provide certificate verification, and KSignCASE the
encrypt/decrypt toolkit will apply and generate public key pairs for generating user certificates.
Users can easily issue, revoke and update administration protocol based certificates.  Additionally
KSignCASE supports data encryption/decryption capabilities that can be used with other KSign
Application Solutions.

Businesses Markets

The markets for KSign's products and solution implementation services includes medium and
large corporations across all industry segments and as well as governments.  Among the various
markets available to KSign, KSign intends to focus on industries that are extra security sensitive
such as banking and finance as well as government ministries and agencies that handle sensitive
and confidential data.

Competitors

KSign competes with other providers of PKI and Security solutions providers in Korea.
Management is confident that KSign is competitive in this business because:

- Security methodologies used in its products use the most advanced security techniques available
on the market.

- KSign's applications seamlessly integrate security with the applications making it easily
implemented and installed onto clients' information system.

- Once implemented, the solutions are easy to manage by the clients' information system
managers.

Distribution

KSign sells its products through System Integrators.  KSign has formed marketing alliances with
various System Integrators in Korea and Japan.  These system integrators sells software,
hardware and provide consulting services to install and implement the systems for clients.

Intellectual Properties

KSign protects its proprietary core technology in PKI, WPKI, PKI applications and Security
toolkit through a combination of trademarks, contractual provisions and patents.  The name
"KSign" is registered as a trademark as well as various product names.  Additionally, contracts
under which we license the use and/or sale of our products include confidentiality clauses to
protect our products and any information in connection with them as trade secrets.

Additionally, KSign has submitted the following patents which are currently pending:

Feb 2001                The Integrated Office Program for Security Service



Feb 2001                Electronic Certificate Issuing and Delivery System using ID, Password
Authentication Mechanism



Mar 2002                Secure On-line System for Reading and Issuing the Registered Transcript



Mar 2002                A Processing Method and a Computer Program Product Effective CRL



Mar 2002                Batch Converter for Document Security



Mar 2002                Electronic Passport based on PKI Digital Signature Certificate



Jun 2002                 Authorization Key Escrow Service System and Method



Jun 2002                 The Electronic Bankbook



Oct 2002                 Real Time Account Information Control System using on Mobile Device



Oct 2002                 Real Time Credit Card Control System using on Mobile Device



Mar 2003                Control Access System for PKI-enabled security Digital Broadcasting Security



Despite these precautions, it may be possible for unauthorized third parties to copy certain
portions of our products or to obtain and use information that we regard as proprietary.  There
can be no assurance that our efforts will provide meaningful protection for our proprietary
technology against others who independently develop or otherwise acquire substantially
equivalent techniques or gain access to, misappropriate, or disclose our proprietary technology.



ITEM 2.     DESCRIPTION OF PROPERTY



The Company rents approximately 7,100 square feet of space on a month to month basis at
$5,000 per
month, in which its executive offices are located.



























ITEM 3.      LEGAL PROCEEDINGS









There are are no legal proceedings
pending as of December 31, 2002 to the knowledge of the Company's management.





















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









The Company  submitted  certain matters to a vote of its security  holders
on November 10, 2003.



The Vote included the acquisition of KSign Co.
Ltd. (Korea) the name change of the Company to KSign International, Inc.  The
measure was approved by a majority of the shareholders.

















PART II













ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS













The Company's Common Stock is quoted on the Over The Counter Bulletin Board under the
symbol "KSIG".  These quotations for the fiscal year 2003 and fourth quarter of 2002 reflect
trading done by Witnet International, Inc., under the symbol "WTNT".  The first three quarters
of 2002 reflect trading done by New Cinema Partners, Inc., under the symbol "NCPP".  The
company underwent a 10 for 1 reverse split of its stock on February 25, 2004.  The quotations
shown below are on a pre-split basis.  The following table sets forth the high and low bid prices
as reported by Yahoo Finance for the periods ending December 31, 2003 and 2002.  All
quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and
may not reflect actual transactions. As of December 31st, 2003 there were approximately 456
holders of Common Stock.  The Company has paid no dividends in the year ended December 31,
2003.













Stock Trading Activity







|Quarter             | High | Low  
|------------------- | ---- | -----
|Fourth Quarter 2003 | 0.05 | 0.01 
|Third Quarter 2003  | 0.10 | 0.04 
|Second Quarter 2003 | 0.15 | 0.03 
|First Quarter 20023 | 0.14 | 0.04 
|Fourth Quarter 2002 | 0.12 | 0.03 
|Third Quarter 2002  | 0.17 | 0.05 
|Second Quarter 2002 | 0.24 | 0.04 
|First Quarter 2002  | 0.09 | 0.02 
|Fourth Quarter 2001 | 0.13 | 0.016
|Third Quarter 2001  | 0.13 | 0.03 
|Second Quarter 2001 | 0.20 | 0.05 
|First Quarter 2001  | 0.11 | 0.04 











ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS









The following discussion relates to the results of our operations to date, and our financial
condition:  This report contains forward looking statements relating to our Company's future
economic performance, plans and objectives of management for future operations, projections of
revenue mix and other financial items that are based on the beliefs of, as well as assumptions
made by and information currently known to, our management.  The words "expects, intends,
believes, anticipates, may, could, should" and similar expressions and variations thereof are
intended to identify forward-looking statements.  The cautionary statements set forth in this
section are intended to emphasize that actual results may differ materially from those contained
in any forward looking statement.

Results of Operations

The Company's revenue for the years ended December 31, 2003 and 2002 were $3,244,397
and $4,464,906.  The Company's revenues decreased 27% from 2002 to 2003 and the
Company's cost of sales for the years ended December 31, 2003 and 2002 were $2,355,547 and
$2,965,710, a decrease of 21%.  The economy in Korea performed poorly during 2003 causing a
general cut back of spending on information system infrastructure and related technologies.  This
led to the Company experiencing lower sales in 2003 in comparison to 2002.  The
Company's
gross margin was 27.4% in 2003 and 33.6% in 2002.  In 2003, the Company's margin on
products increased slightly.  Due to the difficult economy, competition for service business was
strong during the year and resulted in lower margins for the Company's service business.

The Company's selling, general and administrative expenses for the years ended December 31,
2003 and 2002 were $2,165,016 and $1,434,793.  The expenses increased $730,223 from 2002
to 2003.  Part of the increase was a result of the inclusion of the former Witnet's expenses of
$493,936 in 2003 but not in 2002.  The actual increase in expenses from 2002 to 2003 for KSign
was $236,287.  During 2003, KSign incurred additional expenses in professional fees, and travel
expenses to facilitate the merger of KSign and KSI.  As well, the Company increased spending
on research and development.  Also, bad debts increased due to the soft economic conditions.
Increases in these expenses were offset partly by a reduction of advertising expenses due to lower
level of advertising activities during 2003.

Company Plan

The Company's Management feels that the revenues for 2003 are not indicative of future
revenues.  Management believes that its business will increase significantly in the next 12
months.  Business in Korea is expected to recover in 2004 due to a constantly recovering Korean
economy and the introduction of updated products.  Also with new partnerships in Japan and
North America, Management hopes to achieve new sales in those new markets.

Also, the Company intends to release new products which provides seamless integration of PKI
and WPKI solutions for Database Security, Biometrics and Server Security in 2004.  Currently
PKI/WPKI and the other applications are sold separately.  The Company hopes to provide
integrated all-in-one solutions which are easy and economical for the various enterprises to
implement and maintain.

Internet usage has been growing rapidly and this growth is anticipated to continue for the next
while.  Due to the uncertainties that exist in the world today, security will be a high priority for
many companies and governments in Korea and worldwide.  With the advent of e-commerce and
usage of internet for data exchange, the demand for secure ways to accommodate the data flow
will continue to be a priority.

Liquidity and Sources of Capital

As of December 31, 2003, the Company had cash and cash equivalents totaling $377,890.
Management believes it  has  the  resources  necessary to maintain its current business
operations in the short term.  However, during the next twelve months, KSign plans to develop
business outside of Korea and with new products that are nearing completion.  In order to pursue
these plans, management feels that the Company will need additional investment capital.
Management has not decided at this time how this money is to be raised.  However, Management
feels that it will probably be through the issuance of capital stock or convertible debt.

















ITEM 7.     FINANCIAL STATEMENTS









KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

CONSOLIDATED
FINANCIAL STATEMENTS

YEARS ENDED
DECEMBER 31, 2003 AND 2002





CONTENTS



Independent Auditors'
Report                                                                                                                           
1

Consolidated Balance
Sheets                                                                                                                            
2

Consolidated
Statement of Operations                                                                                                            
3

Consolidated Statement of Changes
in Stockholders'
Equity                                                                       4

Consolidated Schedule of
Expenses                                                                                                                  5

Consolidated
Statement of Cash Flows                                                                                                            
6

Notes to
Consolidated Financial Statements                                                                                              
7-14







INDEPENDENT
AUDITORS' REPORT



To the Stockholders of

KSIGN International, Inc.



We have audited the
consolidated balance sheets of KSIGN International, Inc. and subsidiaries (the
"Company") as at December 31, 2003 and 2002 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
years then ended. The consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits
in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2003
and 2002, and the results of its operation, changes in its accumulated deficit
and its cash flows for the years ended, in conformity with accounting principles
generally accepted in the United States of America.





"SF PARTNERSHIP, LLP"

Toronto, Canada

CHARTERED ACCOUNTANTS

March 15, 2004



KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

Consolidated
Balance Sheets

December 31,
2003 and 2002





|                                              | 2003            |           | 2002           
|--------------------------------------------- | --------------- | --------- | ---------------
|ASSETS                                        |                 |           |                
|                                              |                 |           |                
|Current                                       |                 |           |                
|Cash and cash equivalents                     | $       377,890 |           | $       590,457
|Accounts receivable                           | 3,409,489       |           | 3,126,729      
|Inventory                                     | -               |           | 90,404         
|Prepaid and sundry assets                     | 24,688          |           | 11,526         
|Income taxes recoverable                      | 33,953          |           | -              
|Advances receivable (note 3)                  | 12,817          |           | 18,572         
|Deferred tax (note 6)                         | 37,718          |           | 16,879         
|                                              | 3,869,555       |           | 3,854,567      
|                                              |                 |           |                
|Deposits                                      | 180,475         |           | 193,200        
|Equipment(note 4)                             | 352,789         |           | 271,478        
|Investments (note 5)                          | 12,558          |           | 39,480         
|Deferred Tax(note 6)                          | 75,972          |           | 50,638         
|                                              |                 |           |                
|                                              | $4,518,349      |           | $  4,409,363   
|                                              |                 |           |                
|LIABILITIES                                   |                 |           |                
|                                              |                 |           |                
|Current                                       |                 |           |                
|Accounts payable                              | $  1,706,839    |           | $  1,390,913   
|Income taxes payable (note 6)                 | -               |           | 36,922         
|Bank loan (note 7)                            | 837,200         |           | -              
|Due to related party (note 8)                 | 94,185          |           | -              
|Loan payable (note 9)                         | 150,000         |           | -              
|                                              | 2,788,224       | 1,427,835
|                                              |                 |           |                
|Accrued Severance Payable                     | 139,164         |           | 110,723        
|                                              |                 |           |                
|                                              | 2,927,388       |           | 1,538,558      
|                                              |                 |           |                
|STOCKHOLDERS' EQUITY                          |                 |           |                
|Capital Stock                                 | 47,638          |           | 1,260          
|Paid in Capital                               | 3,038,261       |           | 3,095,559      
|Accumulated Other Comprehensive Income (Loss) | 53,298          |           | 65,491         
|Accumulated Deficit                           | (1,548,236)     |           | (291,503)      
|                                             
|                                              | 1,590,961       |           | 2,870,805      
|                                              |                 |           |                
|                                              | $4,518,349      |           | $  4,409,363   
|                                              |                 |           |                

APPROVED ON BEHALF OF THE BOARD

"KI-YOONG HONG"
                                                                     "HONG-KEE LEE"

Director                                                                                                        
Director









KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

Consolidated
Statement of Operations

Years Ended
December 31, 2003 and 2002







|                                           | 2003                          | 2002                         
|------------------------------------------ | ----------------------------- | -----------------------------
|Revenue                                    | $                   3,244,397 | $                 4,464,906  
|                                           |                               |                              
|Cost of Sales                              | 2,355,547                     | 2,965,710                    
|                                           |                               |                              
|Gross Profit                               | 888,850                       | 1,499,196                    
|                                           |                               |                              
|Expenses (page 5)                          | 2,165,016                     | 1,434,793                    
|                                           |                               |                              
|Operating (Loss) Income                    | (1,276,166)                   | 64,403                       
|                                           |                               |                              
|Other                                      |                               |                              
|Interest income                            | (20,588)                      | (34,341)                     
|Interest expense                           | 41,735                        | -                            
|Other expenses                             | 18,287                        | 15,700                       
|Loss on impairment of investment           | 26,880                        | 38,880                       
|                                           | 66,314                        | 20,239                       
|                                           |                               |                              
|(Loss) Earnings Before Income Taxes        | (1,342,480)                   | 44,164                       
|Current (recovery)                         | (39,196)                      | 41,901                       
|Deferred                                   | (46,553)                      | (27,402)                     
|                                           | (85,749)                      | 14,499                       
|                                           |                               |                              
|Net (Loss) Earnings                        | $              (1,256,731)    | $                      29,665
|                                           |                               |                              
|Fully Diluted (Loss) Earnings per Share    | $                     (0.036) | $                       0.001
|                                           |                               |                              
|Weighted Average Number of Shares(note 10) | 35,104,927                    | 32,800,000                   







KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

Consolidated
Statement of Stockholders' Equity

Years Ended
December 31, 2003 and 2002





|                                                                            | Number of Shares | Capital Stock    | Paid in Capital in excess of Par Value | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity
|--------------------------------------------------------------------------- | ---------------- | ---------------- | -------------------------------------- | -------------------------------------- | ------------------- | --------------------------
|Balance, January 1, 2002                                                    | 1,260,375        | $          1,260 | $    3,095,559                         | $      (206,089)                       | $    (321,170)      | $   2,569,560             
|Foreign exchange on translation                                             | -                | -                | -                                      | 271,580                                | -                   | 271,580                   
|Net Income                                                                  | -                | -                | -                                      | -                                      | 29,665              | 29,665                    
|                                                                            |                  |                  |                                        |                                        |                     |                           
|Balance, December 31, 2002                                                  | 1,260,375        | $          1,260 | $    3,095,559                         | $           65,491                     | $    (291,505)      | $   2,870,805             
|                                                                            |                  |                  |                                        |                                        |                     |                           
|                                                                            |                  |                  |                                        |                                        |                     |                           
|Balance, January 1, 2003                                                    | 1,260,375        | $          1,260 | $    3,095,559                         | $          65,491                      | $    (291,505)      | $   2,870,805             
|Common shares issued on acquisition if Ksign Co., Ltd.                      | 32,800,000       | 32,800           | (646,450)                              | -                                      | -                   | (613,650)                 
|Common shares issued for services                                           | 10,300,000       | 10,300           | 401,700                                | -                                      | -                   | 412,000                   
|Common shares issued as payment of accounts payable and shareholder
		loans | 4,158,000        | 4,158            | 187,452                                | -                                      | -                   | 191,610                   
|Common s hares cancelled for no consideration                               | (800,000)        | (880)            | -                                      | -                                      | -                   | (880)                     
|Foreign exchange on translation                                             | -                | -                | -                                      | (12,193)                               | -                   | (12,193)                  
|Net Loss                                                                    | -                | -                | -                                      | -                                      | (1,256,731)         | (1,256,731)               
|                                                                            |                  |                  |                                        |                                        |                     |                           
|Balance, December 31, 2003                                                  | 47,638,375       | $       47,638   | $    3,038,261                         | $         53,298                       | $ (1,548,236)       | $   1,590,961             







KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

Consolidated
Schedule of Expenses

Years Ended
December 31, 2003 and 2002





|                         | 2003                               | 2002                            
|------------------------ | ---------------------------------- | --------------------------------
|Expenses                 |                                    |                                 
|Salaries and benefits    | $                          668,376 | $                        616,010
|Consulting               | 442,000                            | -                               
|Research and development | 340,491                            | 289,256                         
|Bad debts                | 162,200                            | 39,277                          
|Professional fees        | 118,246                            | 55,974                          
|Entertainment            | 76,554                             | 47,317                          
|Rent                     | 66,725                             | 66,293                          
|Travel                   | 54,871                             | 29,318                          
|Office and general       | 38,226                             | 12,373                          
|Advertising              | 37,664                             | 106,439                         
|Building maintenance     | 29,141                             | 41,389                          
|Communications           | 24,252                             | 7,453                           
|Insurance                | 19,910                             | 13,076                          
|Taxes and dues           | 15,459                             | 23,870                          
|Vehicle                  | 12,838                             | 14,556                          
|Freight                  | 4,544                              | 6,184                           
|Books and printing       | 3,749                              | 3,513                           
|Depreciation             | 49,770                             | 62,495                          
|                         |                                    |                                 
|                         | $                       2,165,016  | $                     1,434,793 









KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

Consolidated
Statement of Cash Flows

Years Ended
December 31, 2003 and 2002





|                                                    | 2003                      | 2002                     
|--------------------------------------------------- | ------------------------- | -------------------------
|Cash Flows from Operating Activities                |                           |                          
|Net (loss) earnings                                 | $             (1,256,731) | $                  29,665
|Adjustments for working capital and non-cash items: |                           |                          
|Depreciation                                        | 49,770                    | 62,495                   
|Write-down of investments                           | 26,880                    | 38,880                   
|Common shares issued for services                   | 412,000                   | -                        
|Accounts receivable                                 | (235,975)                 | (2,038,081)              
|Inventory                                           | 90,404                    | (87,175)                 
|Prepaid and sundry assets                           | (5,851)                   | 7,983                    
|Advances receivable                                 | 5,713                     | 24,057                   
|Deferred tax                                        | (46,553)                  | (27,401)                 
|Accounts payable                                    | 49,816                    | 797,844                  
|Income taxes                                        | (62,949)                  | 24,481                   
|Deposits                                            | 20,630                    | (76,950)                 
|Accrued severance payable                           | 28,906                    | 18,269                   
|                                                    |                           |                          
|                                                    | (923,940)                 | (1,225,933)              
|                                                    |                           |                          
|Cash Flows from Investing Activities                |                           |                          
|Acquisition of equipment                            | (102,890)                 | (54,227)                 
|                                                    |                           |                          
|Cash Flows from Financing Activities                |                           |                          
|Deferred government grant                           | -                         | (113,400)                
|Bank loan                                           | 840,000                   | -                        
|Due to related party                                | (24,472)                  | -                        
|                                                    | 815,528                   | (113,400)                
|                                                    |                           |                          
|Foreign Exchange on Cash and Cash Equivalents       | (1,265)                   | 142,255                  
|                                                    |                           |                          
|Net Decrease in Cash and Cash Equivalents           | (212,567)                 | (1,251,305)              
|                                                    |                           |                          
|Cash and Cash Equivalents-beginning of year         | 590,457                   | 1,841,762                
|                                                    |                           |                          
|Cash and Cash Equivalents-end of year               | $                377,890  | $               590,457  











KSIGN
INTERNATIONAL, INC.

(FORMERLY
WITNET INTERNATIONAL, INC.)

Notes to
Consolidated Financial Statements

Years Ended
December 31, 2003 and 2002





1.  Operations and Business





Ksign International, Inc.,
formerly Witnet International, Inc. ("the Company"), was incorporated in the
State of Nevada on February 2, 1998 and on October 2, 2002 changed its name from
New Cinema Partners, Inc. to Witnet International, Inc. On September 30, 2003
the Company changed its name to Ksign International, Inc.



On September 30, 2003, the
Company entered into a definitive Share Exchange Agreement (the "Agreement")
with Ksign Co., Ltd., ("Ksign Korea") a Korean corporation and its shareholders.
The Agreement provided for the acquisition by the Company of 100% of the issued
and outstanding capital stock of Ksign Korea. In exchange, the shareholders of
Ksign Korea received 32,800,000 shares of the Company. As a result, the
shareholders of Ksign Korea controlled 69% of the Company. While the Company is
the legal parent, as a result of the reverse takeover, Ksign Korea became the
parent company for accounting purposes.



Upon completion of the share
exchange, the business operations of Ksign Korea constituted virtually all of
the business operations of the Company. Ksign Korea provides Public Key
Infrastructure ("PKI") based solutions for the advancement of internet security.
In addition, it has also developed many applications including; Extranet Access
Management, Key Management Infrastructure, PKI-based Conditional Access System,
and Secure Web and Application Transaction dealing with the usability and
deployment aspects of PKI. The business operations of Ksign Korea are located in
Seoul, Korea.



2.  Summary of Significant
Accounting Policies





The accounting policies of the
Company are in accordance with generally accepted accounting principles of the
United States of America, and their basis of application is consistent. Outlined
below are those policies considered particularly significant:



a)  Basis of Financial Statement
Presentation



These financial statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America with the assumption that the Company will be able to
realize its assets and discharge its liabilities in the normal course of
business.



b)  Basis of Consolidation



The merger of the Company and
Ksign Korea has been recorded as the recapitalization of the Company, with the
net assets of the Company brought forward at their historical basis. The
intention of the management of Ksign Korea was to acquire the Company as a shell
company listed on NASDAQ. Management does not intend to pursue the business of
the Company. As such, accounting for the merger as the recapitalization of the
Company is deemed appropriate.



The US Dollar has been used as
the unit of measurement in these financial statements.



d)  Cash and Cash Equivalents



Cash includes currency, cheques
issued by others, other currency equivalents, current deposits and passbook
deposits. Cash equivalents include securities and short▴term money market
instruments that can be easily converted into cash. The investments that mature
within three months from the investment date are also included as cash
equivalents.



e)  Inventories



Inventories are stated at the
lower of cost or net realizable value, determined by deducting selling expenses
from selling price.

The cost of inventories is
determined by the specific identification method.



f)  Investments



Investments in available-for-sale
securities are being recorded in accordance with FAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Equity securities that are not held
principally for the purpose of selling in the near term are reported at fair
market value with unrealized holding gains and losses excluded from earnings and
reported as a separate component of stockholders' equity.



g)  Equipment



Equipment is stated at cost.
Major renewals and betterments are capitalized and expenditures for repairs and
maintenance are charged to expense as incurred. Depreciation is computed using
the straight line method over 5 years.



The Company generates revenues
from product sales, licensing, customer services and technical support.



Revenues from products sales are
recognized in accordance with Staff Accounting Bulletin No. 101 "Revenue
Recognition in Financial Statements" ("SAB No. 101") when delivery has occurred
provided there is persuasive evidence of an agreement, the fee is fixed or
determinable and collection of the related receivable is probable. On going
service and technical support contracts are negotiated separately at an
additional fee.



Technology license revenues are
recognized in accordance with SAB No. 101 at the time the technology and license
is delivered to the customer, collection is probable, the fee is fixed and
determinable, a persuasive evidence of an agreement exists, no significant
obligation remains under the sale or licensing agreement and no significant
customer acceptance requirements exist after delivery of the technology.



Revenues relating to customer
services and technical support are recognized as the services are rendered
ratably over the period of the related contract.



i)  Currency Translation



The Company's functional currency
is Korean won. Adjustments to translate those statements into U.S. dollars at
the balance sheet date are recorded in other comprehensive income.



Foreign currency transactions of
the Korean operation have been translated to Korean Won at the rate prevailing
at the time of the transaction. Realized foreign exchange gains and losses have
been charged to income in the year.

j)  Financial Instruments

Fair values of cash equivalents,
short-term and long-term investments and short-term debt approximate cost. The
estimated fair values of other financial instruments, including debt, equity and
risk management instruments, have been determined using market information and
valuation methodologies, primarily discounted cash flow analysis. These
estimates require considerable judgment in interpreting market data, and changes
in assumptions or estimation methods could significantly affect the fair value
estimates.

k)  Income Tax

The Company accounts for income
taxes pursuant to SFAS No. 109, "Accounting for Income Taxes." Deferred taxes
are provided on a liability method whereby deferred tax assets are recognized
for deductible temporary differences, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.



l)  Earnings or Loss per Share



The Company adopted FAS No.128,
"Earnings per Share" which requires disclosure on the financial statements of
"basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share
is computed by dividing net income (loss) by the weighted average number of
common shares outstanding for the year. Diluted earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding plus common stock equivalents (if dilutive) related to stock
options and warrants for each year.



SFAS No. 105, "Disclosure of
Information About Financial Instruments with Off▴Balance Sheet Risk and
Financial Instruments with Concentration of Credit Risk," requires disclosure of
any significant off-balance sheet risk and credit risk concentration. The
Company does not have significant off-balance sheet risk or credit
concentration. The Company maintains cash and cash equivalents with major Korean
financial institutions.



The Company's provides credit to
its clients in the normal course of its operations. It carries out, on a
continuing basis, credit checks on its clients and maintains provisions for
contingent credit losses which, once they materialize, are consistent with
management's forecasts.



For other debts, the Company
determines, on a continuing basis, the probable losses and sets up a provision
for losses based on the estimated realizable value.

Concentration of credit risk
arises when a group of clients having a similar characteristic such that their
ability to meet their obligations is expected to be affected similarly by
changes in economic conditions. The Company does not have any significant risk
with respect to a single client.



n)  Use of Estimates



Preparation of financial
statements in accordance with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and related notes
to financial statements. These estimates are based on management's best
knowledge of current events and actions the Company may undertake in the future.
Actual results may ultimately differ from estimates, although management does
not believe such changes will materially affect the financial statements in any
individual year.





3.  Advances Receivable



The advances to employees are
non-interest bearing and are due on demand.

4.  Equipment



Equipment is comprised as
follows:



|                        | Cost                     | 2003 Accumulated Depreciation | Cost                   | 2002 Accumulated Depreciation
|----------------------- | ------------------------ | ----------------------------- | ---------------------- | -----------------------------
|                        |                          |                               |                        |                              
|Furniture and fixtures  | $                304,362 | $                    206,504  | $              268,914 | $                  152,594   
|Machinery and equipment | 106,718                  | 73,212                        | 101,195                | 45,841                       
|Software                | 430,948                  | 164,234                       | 250,495                | 72,285                       
|Government grant        | (45,289)                 | -                             | (78,406)               | -                            
|                        |                          |                               |                        |                              
|                        | $                796,739 | $                    443,950  | $              542,198 | $                 270,720    
|                        |                          |                               |                        |                              
|Net carrying amount     |                          | $                    352,789  |                        | $                 271,478    







5.  Investments



The investment is a 5.93% equity
interest in an unrelated, non▴public Korean company. The investment has been
written down to the net book value of the company as at the year▴end date which
approximates the fair value of the company.





6.  Income Taxes





The Company accounts for income
taxes pursuant to SFAS No. 109, "Accounting for Income Taxes". This Standard
prescribes the use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates. The effects of future changes in tax laws or rates are not
anticipated. Corporate income tax rates applicable to the Company are 16.5
percent of the first 100 million Korean Won ($84,000 US) of taxable income and
29.7 percent of the excess.

Under SFAS No. 109 income taxes
are recognized for the following: a) amount of tax payable for the current year,
and b) deferred tax liabilities and assets for future tax consequences of events
that have been recognized differently in the financial statements than for tax
purposes. The Company has deferred income tax assets arising from research and
development expenses. For accounting purposes, these amounts are expenses when
incurred. Under Korean tax laws, these amounts are deferred and amortized on a
straight-line basis over 5 years.



The Company has deferred income
tax assets as follows:



|                                                                            | 2003                | 2002            
|--------------------------------------------------------------------------- | ------------------- | ----------------
|                                                                            |                     |                 
|Deferred income tax assets                                                  |                     |                 
|Research and development expenses amortized over 5 years for tax
		purposes | $            69,828 | $         67,517
|Other timing differences                                                    | 20,261              | -               
|Loss carry-forwards                                                         | 1,223,601           | -               
|Valuation allowance for deferred income tax assets                          | (1,200,000)         | -               
|                                                                            | $          113,690  | $        67,517 





7.  Bank Loan



The loan is repayable, interest
only, at 6.5% per annum calculated monthly. The principal is repayable upon
maturity on March 26, 2004. The loan is guaranteed, for up to 85% of the
principal balance, by the Korean Technology Credit Guarantee Fund, a government
operated fund.





8.  Due From Related Party



The loan, from a minority
shareholder, is non▴interest bearing, unsecured and due on demand.





9.  Loan Payable



The loan bears interest at 8.0%
per annum and is repayable in two installments in April and July 2004.

10.  Capital Stock



Authorized

150,000,000 common shares, par
value $0.001 per share

2003                    2002



Issued

47,638,375 common shares
(1,260,375 in 2002)                           $47,638 $1,260





In September 2003, the Company
issued 32,800,000 common shares, in exchange for all the outstanding common
shares of Ksign Korea as described in note 1.



In November 2003, the Company
issued 10,300,000 common shares for consulting services valued at $412,000 with
regard to the reverse takeover transactions as described in note 1.



In December 2003, the Company
issued 4,158,000 common shares for payment of accounts payable and shareholder
loans valued at $191,610.



In December 2003, the Company
cancelled 880,000 common shares for no consideration. These shares were
initially issued at par value of $880 for services that were never completed.



In September 2003, the Company
authorized a 10 for 1 reverse stock split of its common shares. This split has
retroactively been taken into consideration in the consolidated financial
statements and the calculation of earnings per share.





11.  Contingent Liabilities
and Commitments



The Company is committed to lease
obligations for its offices expiring December 2005. Future minimum annual
payments (exclusive of taxes, insurance and maintenance costs) under the lease
are as follows:



2004                    $64,150

2005 58,800

$ 122,950





---









ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS













None.



ITEM 8A.   CONTROLS AND PROCEDURES



We carried out an evaluation under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e).  Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures as of December 31, 2003 are
effective in timely alerting them to material information relating to the
company required to be included in our periodic SEC

Filings.   The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.  There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

---





PART III





ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH

SECTION  16(a) OF THE EXCHANGE ACT





















The table below lists, as of
December 31, 2002, the names of the
Directors and Executive Officers of the Company.  The Directors have
served in their respective capacities since their election and/or
appointment and will serve until the next Annual Shareholders' Meeting
or until a successor is duly elected, unless the office is vacated in
accordance with the Articles/By-Laws of the Company.  The Executive
Officers serve at the pleasure of the Board of Directors.  All Directors
and Executive Officers are non-residents and non-citizens of the United States.







Directors and Executive Officers







|Name            | Title                                            | Age | Date Elected or Appointed
|--------------- | ------------------------------------------------ | --- | -------------------------
|Ki-Yoong Hong   | Chief Executive
    Officer, President, Director | 41  | December 31, 2003        
|Seoung-Rag Choi | Vice President, Director                         | 34  | December 31, 2003        
|Hong-Kee Lee    | CFO, Secretary,
	Treasurer and Director          | 33  | December 31, 2003        









Dr. Ki-Yoong Hong, Age 41,  Chief
Executive Officer/President







Dr. Ki-Yoong Hong graduated
from Cheon Nam National University, Korea in 1985 with the degree of Bachelor of
Computer Science.  He continued his studies at Chung-Ang University, Korea where
he obtained his graduate degree of Masters of Computer Science.  In 1996, Dr.
Hong completed his Ph.D. of Computer Engineering at Ajou University, Korea. 
During the period 1985 to 2001, Dr. Hong was recognized with many awards for his
works including the Chairman of National Intelligence Service (Korea) in 1996,
Presidential Prize Winner, Republic of Korea (Korea) in 2000 and Digital eLeader
Prize Winner, Digital Times (Korea) in 2001.  Dr. Hong has been the CEO of KSign
Co., Ltd. since 2000.  Previously, Dr. Hong had been a director of Korea
Information Security Agency from 1995 to 2000.  During that period, Dr. Hong
held additional role of being the chairman of 'IT System Security Subcommittee
under Committee on Information Security Technology', as well as being invited to
a member of committee of many other technology forums or institutes in Korea. 
From 1985 to 1995, Dr. Hong had served as a senior researcher at ETRI
(Electronics and Telecommunications Research Institute), a famous national
research institute in Korea (1985 to 1995).  Due to his great achievements in
studies and works of his career, he is regarded as one of the leading technical
expert in security technology in Korea.









Seoung-Rag Choi, Age 34, Vice-President







Mr. Seoung-Rag Choi attended
Chungnam National University in Korea, where he obtained the degree of Bachelor
of Computer Science in 1995, and Master of Computer Science in 2003.  Mr. Choi
has been the Chief Technology Officer and Vice President of KSign Co., Ltd.
since the inception of the company in 1999.  Prior to serving as CTO of KSign,
he had been the Chief of Research Laboratory of JiranSoft, a leading software
company in Korea, from 1996 to 1999.  Mr. Choi has extensive experience in
providing leadership in Research and Development projects in the field of
security technology.  He is a key technical leader of KSign, since he designed
and developed most of the company's products and led many of the company's key
Research and Development projects.







Hong-Kee Lee, Age 33, Chief Financial
Officer, Secretary and Treasurer









Mr. Hong-Kee Lee graduated
from Ajou University in Korea with the degree of Bachelor of Computer Science in
1994.  After graduation, Mr. Lee began his career at 'Samsung Advanced Institute
of Technology' in Korea from 1994 to 2000 where he eventually became an
assistant manager.  In 2000, Mr. Lee transferred to Samsung Data System and was
promoted to the position of manager.  During his tenure at the Samsung
companies, he was extensively involved in decisions regarding the investment
funds in venture companies.  In 2002, he became the Chief Financial Officer of
KSign.  Due to financial knowledge of analyzing and managing investments and
ability to understand the technical side of the company's business, Mr. Lee
plays a key role in management and strategic planning at KSign.





Involvement in Certain Legal Proceedings







None of the Officers or Directors are
involved in any lawsuits.









Family Relationships







There are no family relationships between
any of the officers and/or directors.













ITEM 10.     EXECUTIVE COMPENSATION



The  following  table sets forth the  compensation  paid  during the fiscal year ended December 31,  2002, to the Company's Chief Executive  Officer and each of the Company's  officers and directors.  No person received  compensation equal to or exceeding $100,000 in fiscal 2002, and however bonuses were awarded in the form of
stock in December 2002.  The bonuses were awarded to Mun Su Han and Jason
Chung in connection with the execution of employment agreements for a minimum
three year commitment to the Company.



|Name and Principal Position                                | Year                               | Annual Compensation       | Long-term Compensation | All Other Compensation
|---------------------------------------------------------- | ---------------------------------- | ------------------------- | ---------------------- | ----------------------
|Salary                                                     | Bonus                              | Other Annual Compensation | Awards                 | Payouts               
|Restricted Stock Award(s)                                  | Securities Underlying Options/SARs | LTIP Payouts             
|                                                           |                                    |                           |                        |                       
|Ki-Yoong Hong,
	President, CEO, Chairman and Director      | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 0                     
|                                                           |                                    |                           |                        |                       
|Seoung-Rag
	Choi,
	Vice-Presidnet,
	Director               | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 0                     
|                                                           |                                    |                           |                        |                       
|Hong-Kee Lee
	CFO/Secretary/Treasurer
	and Director        | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 0                     
|                                                           |                                    |                           |                        |                       
|Mun Su Han,
	Former
	President, CEO and Director           | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 3,000,000 shares      
|                                                           |                                    |                           |                        |                       
|Martin Lapedus,
	Former Secretary,
	Treasurer and Director | 2001                               | 15,000                    | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 0                     
|                                                           |                                    |                           |                        |                       
|Jason Chung,
	Former CFO and Director                      | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 2,000,000 shares      
|2003                                                       | 0                                  | 0                         | 0                      | 0                     
|                                                           |                                    |                           |                        |                       
|Paul Walters, former
	director                             | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 0                     
|                                                           |                                    |                           |                        |                       
|Marvin Sazant, former Director                             | 2001                               | 0                         | 0                      | 0                     
|2002                                                       | 0                                  | 0                         | 0                      | 0                     
|2003                                                       | 0                                  | 0                         | 0                      | 0                     















On August 1, 2000, the Company granted each director options to purchase 480,000
shares of the  Company's  common  stock at the price of $0.50 per  share.  These shares
expired on August 1, 2001.

























ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT













The Registrant is a publicly owned corporation, the shares of which are
owned by United States residents.  The Registrant is not controlled
directly or indirectly by another corporation or any foreign government.











The table below lists, as of
December 31, 2003, all persons/companies
the Registrant is aware of as being the beneficial owner of more than
five percent (5%) of the common stock of the Registrant. The control group,
including the director holds 32,800,000 shares (68.85% of the total issued and
outstanding shares)



Control Group Shareholders







|Title of Class | Name of Beneficial Owner         | Amount & Nature of
    Beneficial
    Ownership | Percent of Class
|-------------- | -------------------------------- | ----------------------------------------------- | ----------------
|               |                                  |                                                 |                 
|Common         | Assetpluss Investment Consulting | 855,000                                         | 1.79%           
|Common         | Bokwang
	Incubating Venture      | 950,000                                         | 1.99%           
|Common         | Bokwang
	Venture Fund No. 10     | 950,000                                         | 1.99%           
|Common         | Bong-Kee
	Lee                    | 1,631,635                                       | 3.43%           
|Common         | Bong-Sook
	Byun                  | 63,365                                          | 0.13%           
|Common         | Bong-Soon Kim                    | 95,000                                          | 0.20%           
|Common         | Byung-Chul Min                   | 158,365                                         | 0.33%           
|Common         | Byung-Sun
	Min                   | 158,365                                         | 0.33%           
|Common         | Chang-Jin Choi                   | 316,635                                         | 0.66%           
|Common         | Chi-Young Oh                     | 285,000                                         | 0.60%           
|Common         | Chul-Woo
	You                    | 95,000                                          | 0.20%           
|Common         | Chung-Ja
	We                     | 285,000                                         | 0.60%           
|Common         | Dong-Hee
	Lee                    | 158,365                                         | 0.33%           
|Common         | Dong-Heon
	Lee                   | 158,365                                         | 0.33%           
|Common         | Eun-Bae
	Kim                     | 221,635                                         | 0.47%           
|Common         | Eun-Jin
	Kim                     | 126,635                                         | 0.27%           
|Common         | Eun Sung
	Lee                    | 158,365                                         | 0.33%           
|Common         | Geon-Young Lee                   | 95,000                                          | 0.20%           
|Common         | Hak-Ju
	Lee                      | 142,500                                         | 0.30%           
|Common         | Han-Kyu
	Yong                    | 66,500                                          | 0.14%           
|Common         | Hee-Jung
	Uhm                    | 126,635                                         | 0.27%           
|Common         | Hee-Un Yeom                      | 190,000                                         | 0.40%           
|Common         | Heon-Jeong Park                  | 158,365                                         | 0.33%           
|Common         | Hong-Hee
	Kim                    | 190,000                                         | 0.40%           
|Common         | Hong-Kee
	Lee                    | 33,250                                          | 0.07%           
|Common         | Hyun-Bok
	Choi                   | 357,770                                         | 0.75%           
|Common         | Hyun-Gyu
	Cho                    | 19,000                                          | 0.04%           
|Common         | In-Keun
	Choi                    | 95,000                                          | 0.20%           
|Common         | Ja-Dong
	Koo                     | 348,365                                         | 0.73%           
|Common         | Jae-Chul
	Ryu                    | 513,000                                         | 1.08%           
|Common         | Jae-Pil
	Chung                   | 158,365                                         | 0.33%           
|Common         | Jae-Woo Lee                      | 316,635                                         | 0.66%           
|Common         | Jae-Young
	Yoon                  | 69,635                                          | 0.15%           
|Common         | Jin-Chul
	Hwang                  | 408,500                                         | 0.86%           
|Common         | Jin-Chul
	Kim                    | 950,000                                         | 1.99%           
|Common         | Jin-Chul
	Uh                     | 38,000                                          | 0.08%           
|Common         | Jin-Hee
	Yoon                    | 380,000                                         | 0.80%           
|Common         | Jin-Soo
	Lim                     | 104,500                                         | 0.22%           
|Common         | Jiran
	Software Co., Ltd.        | 2,850,000                                       | 5.98%           
|Common         | Jong-Boon
	Kim                   | 380,000                                         | 0.80%           
|Common         | Jong-Hyub Yoon                   | 4,750                                           | 0.01%           
|Common         | Joon-Young
	Kim                  | 47,500                                          | 0.10%           
|Common         | Jung-Mi
	Kim                     | 28,500                                          | 0.06%           
|Common         | Jun-Kyo
	Jang                    | 313,500                                         | 0.66%           
|Common         | Jun-Yong
	Park                   | 316,635                                         | 0.66%           
|Common         | Kang-Won
	Oh                     | 28,500                                          | 0.06%           
|Common         | Kee-Sung
	Hong                   | 114,000                                         | 0.24%           
|Common         | Ki-Yoon
	Hong                    | 6,776,730                                       | 14.23%          
|Common         | Ki-Young
	Lee                    | 636,500                                         | 1.34%           
|Common         | Kwang-Do
	Heo                    | 126,635                                         | 0.27%           
|Common         | Kyung-Sook
	Park                 | 31,635                                          | 0.07%           
|Common         | Min-ho
	Choi                     | 190,000                                         | 0.40%           
|Common         | Next
	Venture Fund of MIC 2000-5 | 1,900,000                                       | 3.99%           
|Common         | Pil-Joong Lee                    | 190,000                                         | 0.40%           
|Common         | Samsung
	Venture Fund No. 5      | 2,533,365                                       | 5.32%           
|Common         | Sang-Im
	Park                    | 9,500                                           | 0.02%           
|Common         | Seok-Jae
	Chung                  | 95,000                                          | 0.20%           
|Common         | Seoung-Rag
	Choi                 | 1,235,000                                       | 2.59%           
|Common         | Seung-Sik Son                    | 28,500                                          | 0.06%           
|Common         | Seung-Soo Yang                   | 380,000                                         | 0.80%           
|Common         | Soo-Jin
	Lee                     | 34,865                                          | 0.07%           
|Common         | Sook-Young
	You                  | 72,865                                          | 0.15%           
|Common         | Sung-Dong Lim                    | 221,635                                         | 0.47%           
|Common         | Sung-Eun
	Park                   | 19,000                                          | 0.04%           
|Common         | Sung-Ho
	Lee                     | 800,000                                         | 1.68%           
|Common         | Sung-Il
	Lee                     | 142,500                                         | 0.30%           
|Common         | Sung-Jin
	Bang                   | 95,000                                          | 0.20%           
|Common         | Sung-Oh
	Kim                     | 79,135                                          | 0.17%           
|Common         | Sung-Yul
	Uh                     | 95,000                                          | 0.20%           
|Common         | Sun-Joo
	Kim                     | 19,000                                          | 0.04%           
|Common         | Won-Bum
	Kim                     | 237,500                                         | 0.50%           
|Common         | Won-Ju
	Kim                      | 348,365                                         | 0.73%           
|Common         | Yong-Hwan Choi                   | 190,000                                         | 0.40%           
|Common         | Yung-jun
	Ko                     | 316,635                                         | 0.66%           
|Common         | Yong-Kee
	Park                   | 316,635                                         | 0.66%           
|Common         | Yo-Sik
	Kim                      | 158,365                                         | 0.33%           
|Common         | Young-Hwa
	Lee                   | 9,500                                           | 0.02%           
|Total          |                                  | 32,800,000                                      | 68.85%          

















Note: Based on 47,638,375 shares outstanding as of December 31, 2003.



















The table below lists all Directors and Executive  Officers who
beneficially own the Registrant's voting securities and the amount of the Registrant's
voting securities owned by the Directors and Executive Officers as a
group, as of December 31, 2003.









Shareholdings of Directors and Executive Officers









|Title of Class | Name of Beneficial Owner | Amount & Nature of
    Beneficial
    Ownership | Percent of Class
|-------------- | ------------------------ | ----------------------------------------------- | ----------------
|Common         | Ki-Yoong
	Hong           | 6,776,730                                       | 14.23%          
|Common         | Seoung-Rag
	Choi         | 1,235,000                                       | 2.59%           
|Common         | Hong-Kee
	Lee            | 190,000                                         | 0.40%           
|Total          |                          | 8,201,730                                       | 17.22%          





(1) Percentage of ownership is based on
shares of Common Stock issued and outstanding as of December 31, 2003.











































(2) At this time the Company is treating
the Company's shareholders who received shares as a result of the KSign Co. Ltd.
acquisition all of whom together received a total of 32,800,000 shares of the Company's common stock in exchange for KSign Co.,
Ltd.'s
assets, as being part of the group beneficially owned by the current Control
Group.



















































ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS















































There  have  been no  material  transactions,  series of  similar  transactions, currently
proposed transactions, or series of similar transactions, to which the Company or any of
its  subsidiaries was or is to be a party, in which the amount involved exceeds $60,000
and in which any director or executive officer,  or any security  holder who is known to
the  Company  to own of record or  beneficially more than five  percent  of the  Company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.























CERTAIN BUSINESS RELATIONSHIPS

















































There  have  been no  material  transactions,  series of  similar  transactions, currently
proposed transactions, or series of similar transactions, to which the Company or any of
its  subsidiaries was or is to be a party, in which the amount involved exceeds $60,000
and in which any director or executive officer,  or any security  holder who is known to
the  Company  to own of record or  beneficially more than five  percent  of the  Company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.















ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K













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







All  required  exhibits  are  incorporated  herein  by  reference  from the Company's
quarterly reports and current reports and any amendments thereto. The following
are incorporated by reference:



Form DEF 14C
filed with Securities and Exchange
Commission on December 30, 2003

Form 10QSBfiled with Securities and Exchange Commission on November 20, 2003

Form 8-K
filed with Securities and Exchange
Commission on October 20, 2003

Form 10QSB
filed with Securities and Exchange
Commission on August 20, 2003

Form 10QSB
filed with Securities and Exchange
Commission on May 23, 2003

Form 10QSB/A filed with
Securities and Exchange Commission on March 20, 2003

Form 8-K/A filed with
Securities and Exchange Commission on March 19, 2003

Form 10QSB filed with
Securities and Exchange Commission on November 19, 2002

Form 8-K filed with
Securities and Exchange Commission on November 18, 2002

Form 10QSB filed with
Securities and Exchange Commission on October 23, 2002

Form 8-K/A filed with
Securities and Exchange Commission on September 16, 2002

DEF 14C filed with
Securities and Exchange Commission on August 26, 2002

Form 10QSB filed with
Securities and Exchange Commission on July 22, 2002

Form 8-K filed with
Securities and Exchange Commission on July 11, 2002

Form 8-K/A filed with
Securities and Exchange Commission on June 21, 2002

















































(c)  The index of exhibits





31.1                                              
Rule 13a-14a/15d-14(a) Certification by Chief Executive Officer

31.2                                               Rule
13a-14a/15d-14(a) Certification by Chief Financial Officer

32.1                                               Section 1350 Certification by Chief Executive Officer

32.2                                               Section 1350 Certification by Chief Executive Officer















SIGNATURES











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



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















KSign International,  Inc.









a Nevada corporation











Date: April 19,
2004



By: /s/ Ki-Yoong
Hong

Ki-Yoong Hong, President/CEO



By: /s/ Hong-Kee
Lee

Hong-Kee Lee,
Chief Financial Officer/Secretary/Treasurer/Director



By: /s/ Seoung-Rag
Choi

Seoung-Rag Choi,
Vice-President/Director

---

Exhibit 31.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Ki-Yoong Hong, President, CEO and Director of
	KSign International, Inc. ("Company"), certify that:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                             
|2.                                                                                                                                                                                                                                                             
|3.                                                                                                                                                                                                                                                             
|4.                                                                                                                                                                                                                                                             
|5.                                                                                                                                                                                                                                                             

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: April 19,
	2004 | /s/ Ki-Yoong Hong                          
|--------------------- | -------------------------------------------
|                      | Ki-Yoong Hong,  President, CEO and Director
|                      |                                            

---

Exhibit 31.2



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I, Hong Kee-Lee,Secretary/Treasurer, Chief Financial Officer, and Directorof
	KSign International, Inc. ("Company"), certify that:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                                        
|2.                                                                                                                                                                                                                                                                                        
|3.                                                                                                                                                                                                                                                                                        
|4.                                                                                                                                                                                                                                                                                        
|5.                                                                                                                                                                                                                                                                                        

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: April 19, 2004 | /s/ Hong-Kee Lee                                                    
|-------------------- | --------------------------------------------------------------------
|                     | Hong-Kee Lee,Secretary/Treasurer, Chief
	Financial Officer, Director
|                     |                                                                     

---

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
KSign International, Inc. on Form 10-KSB for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Ki-Yoong Hong, President, CEO and Director of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Ki-Yoong Hong

Ki-Yoong Hong

President, CEO and
Director

April 19, 2004



---

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
KSign International, Inc. on Form 10-KSB for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Hong-Kee Lee, Secretary/Treasurer, Chief Financial Officer, and Director of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Hong-Kee Lee

Hong-Kee Lee

Secretary/Treasurer,
Chief Financial Officer, Director

April 19, 2004