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____________









WITNET 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











3200 Dufferin
Street, Suite 404, Toronto, Ontario, Canada M6A 2T3

(address of principal executive offices)







(416) 783-5771







(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, 2002 were
$1,186,277.



As of December 31, 2002, the aggregate market value of the
voting and non-voting common equity held by non-affiliates was $4,834,400
(based on a price of $0.08 per share).



As of December 31, 2002, the Company had approximately
112,803,021 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
"Witnet" refer to Witnet International, Inc., a Nevada corporation and "Witnet
Co. Ltd." refers to Witnet Co. Ltd., a South Korean Corporation.







PART I



Item 1.    Description of Business.



(a)
Witnet International Inc. (formerly New
Cinema Partners, 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.  One
of the main products of the Company is its proprietary Mobilick system which
allows control over internet-connected PCs through PDAs (Personal Digital
Assistants) that are connected to the wireless internet.

















































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.
Since May, 1999 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 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.



(b)   
Business of Issuer.





Description of Business

















































The  Company, through the acquisition  of Witnet Co.  Ltd.  of South  Korea,  ("Witnet”)
is a software  development  company focused on mobile internet services technologies. 
Witner Co. Ltd. is the Company's main operating subsidiary and following the
acquisition of Witnet Co. Ltd., the Company has undertaken their business plan.





























































Witnet has three major business areas of mobile  internet  services  development
technologies.  These  include:  i.)  PDA  Solution  including  a  Wireless  Thin
Computing  Solution  and  a  proprietary  technology  called  "Mobilick".   ii.) Wireless-
Based System  Integration  including a Mobile Service  Platform and a Telematics
Service Platform.  iii.) XML Solution including an XML-Based Platform Solution : W-CMS and an XML-Based Distribution Solution : "X-Solomon."



Witnet's latest product is called "ModaPhone"
which is a wireless VoIP solution which allows phone calls to be made from
wireless PDA's (Personal Digital Assistant) over the Internet.  The Company
plans to offer ModaPhone for Windows CE, Linux, and other operating systems.



Technology Overview











































By applying thin computing  solutions,  users can run complex  applications  via PDA's
while using only the minimum system resources of PDA's.











































Mobilick works even at the low bandwidth wireless network such as IS-95B(64KBps)by
applying event driven capturing technology.











































A second  proprietary  product is called "Xstan"; a Web Based Content Management
System Providing Contents Distributing Service Via Wired/Wireless Channels.











































Another  proprietary  system  is  "X-Solomon"  which  is an  integrated  service platform
which consistently  provides various kinds of information  systems such as CRM, GIS,
multimedia, GPS, etc.











































X-Solomon  supports  connection  with legacy  systems and  provides for wired to
wireless  channel  integration  services.  X-Solomon  is a  wireless  middleware platform
which  utilizes  exclusive  browsers  and provides  script  similar to application methods.
By employing the Mobile Platform as Middleware provides for Telematics Services and
Integration with various Back-End Systems.











































A fourth significant  proprietary product of the Witnet is "X-Stan" XFreeWCMS; a Web
Based Content Management System Providing Contents  Distributing Service Via
Wired/Wireless Channels.





















































































Company Overview



Witnet Co. Ltd.,  began  operations in November of 1999. Witnet is a software
development and system integration  company.  Headed by CEO Mun-Su Han, Witnet
currently has 14 employees.  The Witnet internet site can be found at
www.witnet21.com.



Recent Business Overview

















































In April of 2000, the company  contracted for an Information  and  Communication
Technology  Development  project that focused on the  development  of a WAP Site
Builder for Wireless Site Building. In September of that year, Witnet contracted with
Trigyn in India to develop eVector Solutions.











































In April and May of 2001, respectively,  the company made strategic alliances in mobile
business with Deltalab Inc. and in the co-development of mobile solutions with Kossinet
Inc. In June of 2001 the company became partners with Compaq Korea and the next
month they made another  alliance in mobile  business with DBI Tech Inc.,  and began
selling  'Mobilick',  a Mobile  Thin  Computing  Solution  for Personal Digital Assistants  ("PDA").  Also in July of 2001, the company made an
alliance in LG Telecom's 2G wireless  Internet  business with  Mbiznetworks Inc. and in
August  2001  they  became  members  of  'ebXML  based  next  generation e-business
standardization'  promoted by the Korean  Institute  for  Electronic Commerce.











































In September of 2001, Witnet became certified as LG Telecom's B-to-B partner and
made another strategic alliance in the development of a XML signature with Dasan
Technology  Inc. The next month,  the company  allied with Compaq Japan and KDDI
Inc. in supplying  'Mobilick'  in Japan.  In January of 2002,  the company began selling
'Mobilick' in Japan with Nippon Tandem Systems.











































In February 2002, the company  started  selling  'Xstan',  a pure XML based WCMS
Solution   and  became   certified   as  an   e-Service   Solution   Partner  by Hewlett-Packard in Korea. In June 2002 the company became certified as SKIT Ante Biz Partner
by SK Telecom.























On July 23, 2002, Witnet launched its premier product, "Mobilick" with Hewlett Packard
(HP) / Compaq in Japan. The product is being launched with hardware maker HP /
Compaq Japan. Compaq is the maker of the popular iPAQ Pocket PC which is one of the
platforms Mobilick was designed for. Compaq is now adopting the technology for Japan.
Introducing Mobilick as HP's PDA solution in 'Expo Comm Wireless Japan'.



On July 29, 2002, Witnet Co. Ltd. and KDDI will provide Mobilick to CTC (http://www.ctc-g.co.jp/), a multi-national IT company based in Tokyo, Japan. CTC will adopt Mobilick
as their enterprise solution using KDDI's wireless network known as 'AU'. Mobilick will
be used for CTC's work forces. Additionally, KDDI plans to use Mobilick for their own
field work force and to offer the solution / service to its customer base. KDDI is the
second largest mobile carrier in Japan and wants to sell Mobilick to its subscriber base
and expects Mobilick will bolster the number of KDDI mobile network users and
generate more packet data services usage.











On August 19, 2002, Witnet Co. Ltd. entered into an agreement to develop a XML based on-line insurance system for Shinhan Life Insurance Co., Ltd. (ShinhanLife). The system
being developed for ShinhanLIfe is an XML based system for insurance canvassers using
notebooks in the field. It is the supporting system to inquire into and control management
of customers and contract-information on-line as well as off-line. This system transforms
information stored in main system of ShinhanLife into XML information which enables
aggregation and the ability to transform information of each of the branch networks and
the insurance canvassers.











On October 2, 2002, Witnet increased its service based business through a new contract
award from KTF, a major Korean telecommunications company.  Witnet developdc a
"Mobile Gift Certificate System" for KTF representing a new form of "mobile
commerce" using PDA's and mobile phones. Through this agreement Witnet is in effect
entering the Mobile Commerce Market. The Mobile Gift Certificate System enables
people to buy, send, receive and negotiate gift certificates and coupons using wireless
devices such as PDA's and mobile phones.











On October 7, 2002, Witnet International, Inc. entered into an agreement to develop a
Mobile Education System for Woongjin.com (www.woongjin.com). The agreement also
entails the supply of various Witnet products and solutions including, Xstan for XML
CMS, and Mobilick a PDA Enterprise Solution for Woongjin. Woongjin.com is a
specialized media company which sells educational publications in South Korea.
Through this agreement Witnet will build the mobile office environments for service of
Woongjin.com's systems and its field service employees.











On October 15, 2002, Witnet International, Inc. completed its introduction and first round
meetings with key telecommunications companies and device manufacturers in North
America, marking the launch of its North American marketing initiative of its mobile
internet services technologies.











On October 28, 2002, Witnet International, Inc. developed a new approach in VoIP
technology and is in pact to commercialize it early next year. VoIP or Voice over Internet
Protocol is the technology that promises to take voice phone traffic over the internet and
most likely replace PBX and other traditional telephony standards and practices. Witnet's
R&D efforts in VoIP have placed them in a joint effort with another South Korean VoIP
technology company and a major Japanese hardware manufacturer.











On November 18, 2002, Witnet International, Inc. plans to make a Linux version of
Mobilick, its remote internet desktop control software for mobile devices. The Mobilick
solution is ideal for the recently emerging Linux based hand held device market place in
pervasive wireless computing and workforce mobility where Witnet has a desirable
solution set. The product will be sold to select targeted clients who have a need for the
solution in the open standards based Linux operating environment. Mobilick will allow
communication and control from Linux based mobile devices to networks and desktops
running Linux and other operating systems or programs while using various wireless
connectivity solutions including wireless LAN's and wireless internet.











On November 25, 2002, Witnet International, Inc. announced that while its main technical
domain is in mobile network solutions that it is now looking dovetail VoIP into its major
business focus. Witnet is now developing and will produce SIP (Session Initiation
Protocol) protocol stack. One of the early applications includes wireless (Voice)
communications via IP. Witnet will work closely with the major service providers and
hardware producers in Japan and Korea during the development of its solution set.





















Products & Solutions























Mobile Internet SI





















Wired-Wireless Integration Component











































General Description











































End users can access easily  adaptable  systematic  environments by using identical
databases  and  functions  with  both  wired  and  wireless  Internet connections.  Witnet
provides  customers  system-oriented  services with easily customized components.











































Characteristics











































-    Component Structure: Component based structure allows customization and the
addition of extra modules.











































-    Various  Components:  Structure includes a PIMS component,  a Community
component and a Messaging component.











































MCP Management System











































General Description











































For the sake of wired and wireless  content  providers,  MCP Management  Systems
provides a content management function, a payment/settlement management function
and a CRM  function.  LG  Telecom's  MCP,  Mbiznetworks,  has  adopted  the  MCP
Management System for ez-1 Channel System Integration (October, 2001).











































Characteristics











































-    Flexibility:   Flexible  applications  to  plan  and  implement  system management.











































-    Various   management   functions:   Includes   management  of  content, customers,
and a billing system.











































-    Database analysis:  Analyzes content consumption  patterns by detailing each unit
and provides statistics.











































-    Interoperability with other systems:  Operates and functions in harmony with other
internal systems such as billing and CRM systems.





























































X Solomon











































General Description











































X-Solomon  is  integrated  service  platform  that  provides  various  kinds of information
systems,  such as CRM, GIS, multimedia,  and GPS.











































X-Solomon supports interconnection  with the legacy  system  and  provides  wired-wireless  channel
integration.











































Characteristics











































-    Back end system integration: X-Solomon uses application APIs











































-    WSML  script  application:  X-Solomon  does not  install  an  exclusive application
on  client  device  but  provides  service  by  generating exclusive script, WSML, on
server











































-    XML  application:  X-Solomon  uses XML for standard  data exchange with
various back end systems











































Mobilick











































General Description











































Mobilick is a solution which allows control over internet-connected PC's through PDA's
that  are  connected  to the  Internet  wirelessly.  By  applying a thin computing solution,
users can run complex applications via PDAs while using only the minimum  system
resources of PDA's.  Mobilick works even with low bandwidth wireless  networks such
as IS-95B (64KBps) by utilizing  event driven  capturing technology.











































Characteristics











































-    Applied thin client concept on PDA: All  applications  run on the server. The Client
exchanges  the  values/events  of  Keyboard & Mouse input and display with the Server.











































-    Use of small amount of system  resource & works even with low  bandwidth:











































Event Driven Capturing  technology  allows effective  operation even with low
bandwidth wireless connections such as IS-95B.











































-    Scalability: Mobilick  is  flexible  and can  expand  modular  function, because it is
composed of three independent functional modules.











































Xstan











































General Description











































Xstan is a XML-based Web Content Management System (WCMS) which provides
various content-related  services such as content  management and distribution via wired
and wireless  channels.  It is possible to interconnect  this system with others because it
manages content with XML, and is equipped with security through a XML Signature.











































Characteristics











































-    XML-based  solution: Xstan  maximizes the XML' advantage by using a Data Base
exclusively programmed by XML on the level of CML's basic functions, and can conduct
dynamic publishing by use of Templates.











































-    Protection  of  content: Xstan  provides  content  protection  and  user
authentication services by use of a XML signature.











































-    Component-based  system: Xstan is  composed of various  components with
different functionality and supports various forms of content management.

































































Newly Developed Products











































Thin Client System











































General Description











































Thin  Client  System is an  extended  type of  'Mobilick'.  It is an  affordable solution that
assists  one-to-many  communication  and provides  high  mobility, while Mobilick
assists one-to-one  communication.  Witnet is planning to develop hardware as well as
software for Thin Client System.











































Marketing Target











































A leading company in Thin Client System is Citrix, located in the United States, but
Citrix mainly deals with heavy systems for enterprise use. In order to avoid direct
competition with Citrix, Witnet is targeting light systems for enterprise and personal use.











































Thin Client System has practical
application in various job areas such as banking, business, and personal
schedule management.























|Application Area              | Application Objects                      | Job Example                                        
|----------------------------- | ---------------------------------------- | ---------------------------------------------------
|Financing                     | Bank                                     | Account
    inquiries, funds transfer              
|Insurance                     | Insurance inquiries, raising insurants  
|Stock Market                  | Inquiry of quotes, dealing of stocks    
|Enterprise                    | Office                                   | Office
    jobs such as wording and data processing
|Customer Relations Management | Management of customer information      
|Help Desk                     | Response to the customers' request      
|Communication                 | Mailing                                  | Sending
    and receiving e-mail                   
|Messenger                     | Instant
    communication for works     
|Schedule Management           | Confirmation of work status and schedule























Business Strategy/ (Thin Client System)











































Witnet is planning to sell its products in vertically segmented domestic markets and to open up a new market in Japan. The company is hoping to use their success in Korea and Japan as a springboard to penetrate EU and US markets.











































XML Based Wired/Wireless Middleware































































General Description











































XML  based  Wired/Wireless  Middleware  is an  extended  solution  of Xstan  and X-Solomon  that  Witnet  has  developed  and  sold.  Witnet  is  working  toward integrating
the  control  function  of Xstan and the  distribution  function of X-Solomon into XML
based wired/wireless middleware.











































Marketing Target











































XML based middleware can be used in various areas, such as the following:









































































|Financial             | Enterprise   | Content Provider          | Communications | Other          
|--------------------- | ------------ | ------------------------- | -------------- | ---------------
|Stocks                | M-CRM        | Wireless content provider | Mailing        | Auctions       
|Banking               | M-SFA        | Wired content provider    | Messenger      | Shopping       
|Investments           | M-Help Desks |                           | Scheduling     | Travel Agencies
|Information providers | M-ERP        |                           | Chatting       | Restaurants    
|                      | M-Logistic   |                           |                | Ticketing      



As with the Thin Client  System,  Witnet is planning to sell its XML products in
domestic vertically  segmented markets and to open up a new market in Japan. The
company is hoping to use their  success in Korea and Japan as a  springboard to penetrate
EU and US markets.























ModaPhone













"ModaPhone''; a wireless VoIP solution which allows phone calls from wireless PDA's
(Personal Digital Assistant) over the Internet. The Company plans to offer ModaPhone
for Windows CE, Linux, and other operating systems.













ModaPhone supports real-time multimedia interaction between users during a call
session. The multimedia features or ``modes'' include real-time whiteboard drawing, still
image sharing, and video; making a PDA capable of being a wireless videophone.













The VoIP call session from the PDA can be made to another computer with the
ModaPhone software or even to another telephone or cellular phone. Additionally, the
same capability is made for any home or office computer with the software installed.













The multimedia wireless "phone" works over wireless Internet systems such as the GPRS (TDMA) and CDMA IX networks as well as 802.11 and Wi-Fi.













In addition to the ModaPhone Soft Phone software solution, Witnet and its partners have
developed an SIP Client Toolkit (including light-weight SIP stack) for PDAs and IP
Phones as well as SIP Server Toolkit (highly scalable multi-threaded SIP stack) for high-end Media Gateways, Softswitches, Application Servers.













Both SIP stacks included in these toolkits conform to up-to-date IETF standard RFC
3261, which specifies baseline functions of SIP.













Based on these toolkits, the Company will offer IP-based Office Communication
Solution, which helps enterprise users reduce communication costs and deploy various
value-added services rapidly.













This solution includes Soft Video Phone for PC/PDA, used to support voice/video/data
communications with colleagues -- in the enterprise or with others outside - and an
Office Comm. Server, used to support registration of the user's location, user's personal
call control and management of voice/video messages recorded while the recipient can't
answer the call.





























WITNET's Businesses and Related Market

















































Business                                                 Related Market











































The  business  that  Witnet is engaged in depends  upon the growth and volume of mobile
Internet, PDA, PV and CMS (Content Management System) markets.





















































































Employees

















































Witnet currently has 14 full-time  employees
in addition to  the Company's  president, Mun Su Han.  In  addition,  the  Company  intends  to  retain  individuals with the
appropriate skills and background as required for particular aspects of the company’s
business as needed for product development, services and sales and marketing.



The Company recently let go of
approximately 60 full time employees whose primary function was in the
development of the Company's proprietary products including "Mobilick". 
Once the product was completed, management decided to focus on sales and
marketing of its then complete products and, as a result, those developers were
no longer required.





ITEM 2.     DESCRIPTION OF PROPERTY



The Company rents approximately 4,000 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 September 15, 2002.



The Vote included the acquisition of Witnet Co.
Ltd. (Korea) the name change of the Company to Witnet International, Inc., and
the increase of authorized shares to 150,000,000 from 100,000,000.  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  "WTNT".  The  following  table sets forth the high and low bid prices
as reported by Yahoo Finance for the periods ending March 31, 2002 and prior. These
quotations for the fiscal year 1998, and the first two quarters of 1999 reflect  trading done
by Valence 9 Development,  Inc.,  under the symbol "VNIN" An for all periods up
until and not including the Fourth Quarter 2002 reflect trading done by New
Cinema Partners, Inc. under the symbol "NCPP". All quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions, and may
not reflect actual transactions. As of December 31st, 2002 there were 456  holders  of Common  Stock.  The  Company  has paid no
dividends in the year ended December 31, 2002.













Stock Trading Activity







|Quarter             | High | Low  
|------------------- | ---- | -----
|Fourth Quarter 2002 | 0.11 | 0.04 
|Third Quarter 2002  | 0.21 | 0.05 
|Second Quarter 2002 | 0.19 | 0.04 
|First Quarter 2002  | 0.23 | 0.03 
|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 
|Fourth Quarter 2000 | 0.12 | 0.05 
|Third Quarter 2000  | 0.30 | 0.06 
|Second Quarter 2000 | 0.25 | 0.06 
|First Quarter 2000  | 0.25 | 0.10 











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.











































Development stage activities



The Company has been a development stage
enterprise from its inception February 18,1999. As disclosed in the current
report on the Company's Form 8-K, the Company has completed the acquisition of
Witnet Co. Ltd., a private Korean software company which is now the Company's
primary operating subsidiary.  The Company has changed its name to Witnet
International, Inc. and changed its fiscal year end to December 31, the year end
of Witnet Co. Ltd.





























































Since September 2002, in connection with the acquisition of  Witnet, the
Company is now  pursuing the business of Witnet Co. Ltd. and will continue the
base of operations in Seoul, South Korea and continue the marketing of its primary
wireless internet related products, "Mobilick", "X-Stan" and "X- Soloman" in South
Korea and Japan.  The Company has also commenced marketing of those products in
North America and Europe.

























Additionally, the Company will continue to enter into service related business opportunities however, it will attempt to maximize the profitability of such engagements
by reducing the number of its permanent employees and rather engage special teams for
such service engagements. Historically the Company had maintained full time employees
on staff in anticipation of service work and this method has proven to be a financial
burden and generally not profitable. Additionally, the company's main focus will be on
the marketing of its primary product "Mobilick" in an effort to benefit from the
investment made to date in the development of the product.

























The Company has reduced its Research and Development spending and refocused on
marketing of its main products. As a result the Company reduced the number of
employees through the reduction of R&D staff. The Company has commenced marketing
of its products in North America and should start to see results of this activity by the first
quarter of 2003.























The Company entered into its first relationship with a North American company to sell
its products in January 2003 through the signing of a Letter of Intent with Consumer
Direct Link, Inc. (CDL) who the company intends to co-market its products with the
mobile secure pervasive computer products of CDL.  The Company believes this is an
important factor in the entry into the North American market place due to CDL's new
product launch and their association with IBM.























The Company expects that it will employee fourteen (14) full time employees, and four
(4) outside consultants during the next twelve months. Also, the Company intends to
conduct a private placement financing to assist in its operations through debt and or
equity financing. The financing is intended to extend its marketing efforts over the next
twelve months.

















Since March 2001 the Company was in the process of identifying and evaluating various
acquisition candidate companies and or assets. The Company has entered into several
letters of intent and agreements to acquire various companies or various companies assets
however, to date, has not closed the acquisition of any such company or any such assets.



















Since July, 2000 the Company was in the process of developing a film production and
distribution business by utilizing assets and talent it acquired pursuant to an asset
acquisition consummated on June 27, 2000.



















Prior to that the Company had been involved in a venture to develop and market internet
soft-ware, and a venture to create own and manage a proprietary type of movie theatres,
none of which had resulted in any revenues.



















From March 2001 to September 15, 2002, management devoted the majority of its efforts
to initiating the process of finding a suitable business for the Company to become
involved with. This process concluded with the September 15, 2002 closing on the acquisition of Witnet Co., Ltd.





















These activities were funded by the Company's management and investments from
stockholders.











For the year ended December 31, 2002, this amount was $532,054 which was
subsequently exchanged for equity.











In February, 2002, the Company accepted the resignation of John Cox who has acted as
Secretary and Director of the Company.



















The Company has not yet generated sufficient revenues during its limited operating
period of reorganization to fund its ongoing operating expenses, or fund its marketing
plans and product development activities. There can be no assurance that development of
the marketing plans will be completed and fully tested in a timely manner and within the
budget constraints of management and that the Company's marketing research will
provide a profitable path.





















Results of Operations for the year ended December 31, 2002.





















For the year ended December 31, 2002, the Company generated net sales of $1,186,227. The
Company's general and administrative costs aggregated approximately $3,182,278 for
the year ended December 31, 2002. These expenses represent carry over losses
from the Company's re-organization, bank charges and the payment of fees to the
stock transfer agent and other expenses necessary for the continuation of the
business.























Liquidity and Capital Resources.





















The Company had a cash balance of $105,420 at
December 31, 2002, as
compared to $1,546 for the year ended December 31, 2001. Working
capital at  December 31, 2002 and  December 31, 2001 was
a deficiency of $(616,348) and $(74,108) respectively. For
the year ended  December 31, 2002 and for working capital was provided by
management for the payment of expenses.  During the next twelve months the Company's Plan of
Operation recognizes that due to the fact that the company does not have sufficient cash
on hand to continue its current operations based on its current general and administrative
expenses that the company will require private placement financing or will require
additional loans from shareholders or the officers and directors of the Company.
Additionally, the Company recognizes that there are no assurances that it will be
successful in obtaining any private placement financing the Company is confident that it
will be capable of obtaining such loans. The Company intends to sell its intellectual
property rights at this time however, in connection with the development financing
strategy it may joint venture or co-produce projects related to the underlying intellectual
property. The Company does not anticipate a significant increase or decrease in the
number of full time employees it currently employs. In view of the uncertainties
concerning the Company's continued existence as a going concern, the Company does
not plan to pursue its business plan as an independent film production company. In order
to mitigate the possibility of the Company failing to maintain as a going concern the
Company will endeavor to initiate the following steps: 1. The Company will endeavor to
complete an acquisition in the software development field. 2. The Company will
endeavor to complete a private placement to fund future operations should the Company
complete an acquisition in the software development field.





















The Company's current expenses are manageable. All the Company's executives and
consultants have not taken a salary to date and will not draw a salary until such time as
the Company completes a significant financing. Management loans should satisfy current
expenses until such time the Company completes any such financing and management
believes that it will be capable of maintaining under current arrangements for at least the
next twelve months. Thereafter, if cash generated from operations is insufficient to
satisfy the Company's working capital and capital expenditure requirements, the
Company may be required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such financing, if required, will be
available on satisfactory terms, if at all.



















ITEM 7.     FINANCIAL STATEMENTS









WITNET INTERNATIONAL, INC.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS
ENDED DECEMBER 31, 2002 AND 2001



CONTENTS



|Independent Auditor's Report                                  | F-1        
|------------------------------------------------------------- | -----------
|                                                              |            
|Consolidated Balance Sheet                                    | F-2        
|                                                              |            
|Consolidated Statement of Deficit                             | F-3        
|                                                              |            
|Consolidated Statement of Earnings                            | F-4        
|                                                              |            
|Consolidated Statement of Changes in
    Stockholders' Equity | F-5        
|                                                              |            
|Schedule of Expenses                                          | F-6        
|                                                              |            
|Consolidated Statement of Cash Flows                          | F-7        
|                                                              |            
|Notes to Consolidated Financial Statements                    | F-8 to F-13





























---

INDEPENDENT AUDITORS' REPORT















To the Shareholders of















Witnet International, Inc.





















We have audited the accompanying consolidated balance sheets of Witnet International,
Inc. (the "Company") as of December 31, 2002 and 2001, and the related consolidated
statements of deficit, earnings, change in stockholders' equity and cash flows for the years then
ended.  These 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 consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation.  We believe that our 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, 2002 and 2001,
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.













The accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company has suffered recurring losses and negative working capital
from operations and operates in a country whose economy is currently unstable, which raises
substantial doubt about its ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

















"SF PARTNERSHIP, LLP"













Toronto, Canada



CHARTERED ACCOUNTANTS













April 15, 2003



F-1

---



WITNET INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2002 AND 2001



|                                              | 2002         | 2001          
|--------------------------------------------- | ------------ | --------------
|ASSETS                                        |              |               
|Current                                       |              |               
|Cash and cash equivalents                     | $    105,420 | $        1,546
|Accounts receivable                           | 106,131      | 39,077        
|Prepaid expenses                              | 127,991      | 15,200        
|Loans to shareholders and directors           | -            | 39,444        
|Income taxes receivable                       | 8,233        | 9,166         
|                                              | 347,775      | 104,433       
|                                              |              |               
|Capital Assets (Note 3)                       | 34,150       | 60,198        
|Investment (Note 4)                           | -            | 1,819         
|Guarantee Deposits                            | 25,198       | 22,800        
|                                              |              |               
|                                              | $    407,123 | $    189,250  
|                                              |              |               
|LIABILITIES                                   |              |               
|Current                                       |              |               
|Accounts payable and accrued expenses         | $    379,800 | $      70,241 
|Advances from related company (Note 5)        | 52,569       | 108,300       
|Loans from shareholder and directors (Note 6) | 532,054      | -             
|                                              | 964,123      | 178,541       
|                                              |              |               
|Loans Payable (Note 7)                        | 150,000      | -             
|                                              | 1,114,123    | 178,541       
|                                              |              |               
|STOCKHOLDERS' DEFICIENCY                      |              |               
|Capital Stock(Note 8)                         | 500,368      | 483,740       
|Paid in Capital                               | 2,832,446    | 1,556,100     
|Accumulated Other Comprehensive Income        | 7,706        | 22,388        
|Accumulated Deficit                           | (4,047,520)  | (2,051,519)   
|                                              | (707,000)    | 10,709        
|                                              |              |               
|                                              | $    407,123 | $    189,250  
|                                              |              |               



APPROVED ON BEHALF
OF THE BOARD



"MUN SU HAN""JASON CHUNG"

Director                                                                                          
Director



F-2

---

WITNET INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF DEFICIT

YEARS
ENDED DECEMBER 31, 2002 AND 2001



|                                | 2002               | 2001              
|------------------------------- | ------------------ | ------------------
|                                |                    |                   
|Deficit - beginning
    of year | $ 
    (2,051,519) | $ 
    (1,178,421)
|                                |                    |                   
|Net loss                        | (1,996,001)        | (873,098)         
|                                |                    |                   
|Deficit - end of
    year       | $  (4,047,520)     | $  (2,051,519)    
|                                |                    |                   



F-3

---



WITNET INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF EARNINGS

YEARS
ENDED DECEMBER 31, 2002 AND 2001



|                                      | 2002                    | 2001              
|------------------------------------- | ----------------------- | ------------------
|                                      |                         |                   
|Revenue                               |                         |                   
|Service                               | $    
    1,135,460     | $     
    136,473
|Other                                 | 50,817                  | 94,457            
|                                      | 1,186,277               | 230,930           
|                                      |                         |                   
|Expenses (Page
    F-6)               | 3,182,278               | 1,104,028         
|                                      |                         |                   
|Net Loss                              | $  (1,996,001)          | $   (873,098)     
|                                      |                         |                   
|Loss Per Share                        | $           
    (0.03) | $         (0.02)  
|                                      |                         |                   
|Weighted Average
    Number of Shares | 69,223,594              | 55,000,000        
|                                      |                         |                   



F-4

---

WITNET INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

YEARS
ENDED DECEMBER 31, 2002 AND 2001



|                                                | Shares      | Stock          | Paid In
    Capital in
    Value | Accumulated
    Other
    Income | Deficit            
|----------------------------------------------- | ----------- | -------------- | -------------------------------- | -------------------------------- | -------------------
|                                                |             |                |                                  |                                  |                    
|Balance, January 1,
    2001                    | 55,000,000  | $ 
    483,740 | $ 
    1,556,100                 | $              
    -            | $  
    (1,178,421)
|Comprehensive Income                            | -           | -              | -                                | 22,388                           | -                  
|Net loss                                        | -           | -              | -                                | -                                | (873,098)          
|                                                |             |                |                                  |                                  |                    
|Balance, December 31,
    2001                  | 55,000,000  | $  483,740     | $  1,556,100                     | $     22,388                     | $  (2,051,519)     
|                                                |             |                |                                  |                                  |                    
|Balance, January 1,
    2002                    | 55,000,000  | $ 
    483,740 | $ 
    1,556,100                 | $    
    22,388                 | $ 
    (2,051,519) 
|Common shares issued
    prior to acquisition   | 41,475,021  | -              | (340,126)                        | -                                | -                  
|Common shares issued
    for services           | 14,378,000  | 14,378         | 1,423,422                        | -                                | -                  
|Common shares issued in
    settlement of loans | 1,950,000   | 1,950          | 193,050                          | -                                | -                  
|Comprehensive Loss                              | -           | -              | -                                | (14,682)                         | -                  
|Net loss                                        | -           | -              | -                                | -                                | (1,996,001)        
|                                                |             |                |                                  |                                  |                    
|Balance, December 31,
    2002                  | 112,803,021 | $  500,068     | $  2,832,446                     | $      7,706                     | $  (4,047,520)     
|                                                |             |                |                                  |                                  |                    



F-5

---

WITNET INTERNATIONAL, INC.

SCHEDULE OF EXPENSES

YEARS
ENDED DECEMBER 31, 2002 AND 2001



|                                      | 2002             | 2001            
|------------------------------------- | ---------------- | ----------------
|                                      |                  |                 
|Expenses                              |                  |                 
|Salaries                              | $ 
    1,047,901 | $   
    377,859
|Outsourcing                           | 880,310          | 60,854          
|Other                                 | 245,886          | 19,840          
|Fees and charges                      | 180,253          | 170,862         
|Rent                                  | 130,970          | 83,807          
|Employee benefits                     | 80,503           | 59,464          
|Severance indemnities                 | 64,900           | 10,855          
|Communications                        | 32,722           | 14,049          
|Entertainment                         | 31,577           | 28,978          
|Travel                                | 21,826           | 18,431          
|Bad debts                             | 20,248           | 213             
|Research and development              | 17,046           | 59,573          
|Building administration               | 16,391           | 46,310          
|Car maintenance                       | 8,827            | 8,280           
|Supplies                              | 6,004            | 9,050           
|Books and printing                    | 4,252            | 6,541           
|Training                              | 2,516            | 14,654          
|Advertising                           | 1,128            | 1,275           
|Repairs and maintenance               | 405              | 2,380           
|Taxes and dues                        | 121              | 356             
|Depreciation                          | 36,504           | 66,987          
|Loss on impairment of investment      | 1,938            | 4,320           
|Contract settlement fee (Note 11)     | 350,000          | -               
|Loss on disposition of capital assets | -                | 39,090          
|                                      |                  |                 
|                                      | $  3,182,278     | $  1,104,028    
|                                      |                  |                 



F-6

---

WITNET INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARS
ENDED DECEMBER 31, 2002 AND 2001



|                                                  | 2002           | 2001          
|------------------------------------------------- | -------------- | --------------
|Cash
    Flows from Operating Activities          |                |               
|Net loss                                          | $  (1,996,001) | $    (873,098)
|Adjustments for non-cash items:                   |                |               
|Depreciation                                      | 36,504         | 66,987        
|Loss on disposition of capital assets             | -              | 39,090        
|Loss on impairment of investment                  | 1,938          | 4,320         
|Recognition of government grant                   | -              | (27,990)      
|Foreign currency translation                      | (19,635)       | 5,767         
|Common shares issued for services and acquisition | 1,292,974      | -             
|                                                  | (684,220)      | (784,924)     
|                                                  |                |               
|Change in non-cash working capital                |                |               
|Accounts receivable                               | (67,054)       | 90,847        
|Prepaid expenses                                  | (112,791)      | 133,247       
|Income taxes receivable                           | 933            | (7,109)       
|Accounts payable and accrued expenses             | 309,559        | 39,659        
|Advances from related company                     | (56,031)       | 108,300       
|                                                  | (609,604)      | (419,980)     
|                                                  |                |               
|Cash
    Flows from Investing Activities          |                |               
|Acquisition of capital assets                     | (5,622)        | (32,121)      
|Loans payable                                     | 150,000        | -             
|Loans to shareholders and directors               | 571,498        | 109,250       
|Guarantee deposits                                | (2,398)        | 250,800       
|Proceeds from disposal of capital assets          | -              | 36,138        
|                                                  | 713,478        | 364,067       
|                                                  |                |               
|Net
    Increase (Decrease) in Cash               | 103,874        | (55,913)      
|                                                  |                |               
|Cash -
    beginning of year                      | 1,546          | 57,459        
|                                                  |                |               
|Cash -
    end of year                            | $    105,420   | $        1,546
|                                                  |                |               



F-7

---

WITNET INTERNATIONAL, INC.













Notes to Consolidated Financial Statements











Years Ended December 31, 2002 and 2001















1.    Operations and Business

















a)    Operations















December 31, 2002 and 2001On June 28, 2002 the Company entered into a reverse takeover
transaction whereby Witnet International, Inc. (formerly New Cinema Partners Inc. ("NCPP")),
the legal parent, issued 55,000,000 common shares in return for all outstanding common shares
of Witnet Co. Ltd., (the acquirer for accounting purposes). As a result of this transaction, the
former shareholders of Witnet Co. Ltd. received approximately 63% ownership of NCPP. After
the transaction the company had 96,475,021 common shares issued and outstanding.













b)    Going Concern















The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the normal course of
business. The Company has experienced recurring losses since inception and has negative  cash
flows from operations that raise substantial doubt as to its ability to continue as a going
concern. For the years ended December 31, 2002 and 2001, the Company experienced net
losses of $1,996,001 and $873,098 respectively.













Beginning in 1997, Korea and other countries in the Asia Pacific region experienced a severe
contraction in substantially all aspects of their economies.  This situation is commonly referred
to as the 1997 Asian Financial Crisis.  In addition, the industry where the company is involved
is a venture whose operational fluctuation is usually higher than other ordinary industries. In
response to the economic fluctuation, the Korean government and the private sector began
implementing structural reforms to historical business practices.  The accompanying financial
statements reflect management's current assessment of the impact to date of the economic
situation on the financial position of the Company. Actual results may differ materially from
management's current assessment.













The Company's ability to continue as a going concern is also contingent upon its ability to
secure additional financing, initiating sale of its product and attaining profitable operations.













Management is pursuing various sources of equity financing. Although the Company plans to
pursue additional financing, there can be no assurance that the Company will be able to secure
financing when needed or obtain such on terms satisfactory to the Company, if at all.













The financial statements do not include any adjustments to reflect the possible future effects on
the recoverability and classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going concern.



F-8

---



































WITNET INTERNATIONAL, INC.















Notes to Consolidated Financial Statements













Years Ended December 31, 2002 and 2001

















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)    Unit of Measurement

















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















c)    Revenue Recognition

















The Company recognizes revenues upon delivery of merchandise sold, and on a percentage of
completion basis for services rendered for software development and set-up, which is based on
the ratio of actual costs incurred against the estimated costs to complete the service.















d)    Cash and Cash Equivalents

















Cash includes currency, cheques issued by others, other currency equivalents, current deposits
and passbook deposits.  Cash equivalents includes 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)    Investment

















Investments in saleable securities are carried at cost.  Temporary fluctuation in value is
reported in a separate component of shareholders equity.  A decline in value due to non
temporary impairment is charged to current operations.















f)    Capital Assets

















Capital assets are 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 declining balance method at an annual rate of 45.1%.















g)    Government Grants

















Government grants are recognized as income over the periods necessary to match them with
the related costs that they are intended to compensate.



F-9

---

























WITNET INTERNATIONAL, INC.















Notes to Consolidated Financial Statements













Years Ended December 31, 2002 and 2001

















2.    Summary of Significant Accounting Policies(cont'd)

























h)    Accounting for Foreign Currency Transactions and Translation

















The Company's functional currency is the Korean Won.  Transactions in foreign currencies are
recorded in the Korean Won based on the prevailing rates of exchange on the transaction date.
Monetary accounts with balances denominated in foreign currencies are recorded and reported
in the accompanying financial statements at the exchange rates prevailing at the balance sheet
date and the resulting translation gains and losses are charged to Accumulated Other
Comprehensive income in stockholders' equity.















i)    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.















j)    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.

















3.    Capital Assets



















Capital assets are comprised as follows:



















|                        | Cost           | 2002
    Accumulated
    Amortization | Cost           | 2001
    Accumulated
    Amortization
|----------------------- | -------------- | ------------------------------------- | -------------- | -------------------------------------
|                        |                |                                       |                |                                      
|Furniture and equipment | $ 
    146,978 | $ 
    119,861                        | $ 
    128,481 | $   
    82,638                      
|Leasehold improvements  | 22,982         | 15,949                                | 20,885         | 6,530                                
|                        |                |                                       |                |                                      
|                        | 169,960        | 135,810                               | 149,366        | 89,168                               
|                        |                |                                       |                |                                      
|Net carrying amount     |                | $    34,150                           |                | $    60,198                          
|                        |                |                                       |                |                                      



F-10

---















WITNET INTERNATIONAL, INC.















Notes to Consolidated Financial Statements













Years Ended December 31, 2002 and 2001

















4.    Investment



















Investment is comprised as follows:



|Company Name    |  | Number of Shares |  | Ownership Percentage (%) |  | Acquisition Cost |  | Carrying Book Value
|--------------- |  | ---------------- |  | ------------------------ |  | ---------------- |  | -------------------
|                |  |                  |  |                          |  |                  |  |                    
|Mstage Co. Ltd. |  | 4,000            |  | 10.0                     |  | $ 78,000         |  | NIL                











The investment has been written down to nil as it was determined there was no goodwill in the
investee company.



















5.    Advances from related company



















The advances from related company bear interest at 11% per annum and have no specified terms of
repayment.



















6.    Loans from Shareholders and Directors



















Loans from the shareholders and directors as of December 31, 2002 and 2001 consist of the
following:



























|                                          | 2002       | 2001            
|----------------------------------------- | ---------- | ----------------
|                                          |            |                 
|Loans from Shareholders and
    Directors |            |                 
|Mun Su
    Han (President)                | $  532,054 | $    
    14,706
|Whan Sub
    Lee (Director)               | -          | (28,500)        
|Joon Ho
    Kong                          | -          | (17,100)        
|Woo Jung
    Ahn                          | -          | (8,550)         
|                                          |            |                 
|                                          | $  532,054 | $  (39,444)     
|                                          |            |                 















































7.    Loan Payable



















The Company received a loan from the Pueblo Trust, a related party, in the amount of $150,000. The
loan bears interest at 6.5% per year and is due on July 9, 2004. The Pueblo Trust is the majority
shareholder of Ultimate Entertainment, which holds a stock interest in the Company.

















F-11

---









































WITNET INTERNATIONAL, INC.















Notes to Consolidated Financial Statements













Years Ended December 31, 2002 and 2001

















8.    Capital Stock



















Authorized

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



|                                                   | 2002       | 2001      
|-------------------------------------------------- | ---------- | ----------
|Issued                                             |            |           
|112,803,021 common
    shares (55,000,000 in 2001) | $  500,368 | $  483,740
|                                                   |            |           















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















b)    On August 28, 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).















c)    On December 23, 2002, the Company issued a total of 7,000,000 restricted common shares to
employees and consultants of the Company. Included in this amount are 3,000,000 shares
issued to Mun Su Han (President and CEO, Director) and 2,000,000 shares to Jason Chung
(CFO, Director) in respect to their employee agreements and 1,000,000 shares each were
issued to JJ Consulting, Inc. and to Cinecorp Ltd. in respect to consulting agreements. These
shares were issued at $0.10 per share.















d)    On December 23, 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. These debt settlements were converted at $0.10 per share.





















9.    Income Taxes



















Corporate income tax rates applicable to the Company in 2002 and 2001 are 16 percent of the first
100 million of taxable income and 28 percent of the excess. Added to this is a resident surtax of 10
percent of the corporate income tax.  However, no income tax is payable in 2002 and 2001 due to tax
losses. Deferred tax amounts have not been recorded in the financial statements due to uncertainties.
Income taxes receivable represents the withholding taxes deducted at source.



















10.    Related Party Transactions

















During the year, the company entered into the following transactions with a major shareholder and
companies related to the shareholder:





















































|Sales of services             | 210,811
|----------------------------- | -------
|Advances from related parties | 742,500



F-12

---





















WITNET INTERNATIONAL, INC.















Notes to Consolidated Financial Statements













Years Ended December 31, 2002 and 2001

















11.    Contract Settlement Fee



















In December 2002, the Company paid a fee of $350,000 to obtain a release from its office
leasing obligations. The entire amount of the fee was charged to operations in the current
year.



















12.    Subsequent Events



















a)    On January 3, 2003, the Company issued 2,850,000 common shares to Stone Canyon
Pictures Inc. The shares were issued as replacement shares for certain shares Stone
Canyon previously requested cancelled and are issued in accordance with an Asset
Purchase Agreement dated July 5, 2000 which is the corporate record date for this
issuance. This adjustment will be made once all of those share certificates are
surrendered to the transfer agent for cancellation. In the interim, those additional
2,850,000 common shares will remain on the stock registry of the Company and are
included in the total amount of shares now issued and outstanding.















b)    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.















c)    On April 15, 2003, the Company entered into an agreement with Consumer Direct
Link, Inc.("CDL"). In accordance with this agreement, CDL will market "Mobilick", a
remote access/control software solution for a term of 24 months at a retail price of $40.
CDL will receive 30% of every dollar derived from the retail sale of Mobilick from the
CDL/Mobilick E-commerce site.







































F-13

---









ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS













On May 24, 2002, the Company dismissed Merdlinger, Furchter, Rosen & Corso, P.C. and on June 6, 2002 appointed Solursh Feldman & Partners LLP as its new auditor. The Board of  Directors  of the  Company  approved  the  appointment  of
SF Partnership, LLP by resolution dated June 6, 2002.







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
|-------------- | ------------------------------------------------ | --- | -------------------------
|Mun Su Han     | Chief Executive
    Officer, President, Chairman | 32  | September 15, 2002       
|Jason Chung    | Chief Financial
    Officer, Director            | 32  | September 15, 2002       
|Martin Lapedus | Secretary, Director                              | 58  | September 15, 2002       







Mun Su Hun, Age
32, 
Chairman of the Board/CEO/President



Mr. Mun-Su Han has been the President and Chief Executive Officer of the Company
since September 15th 2002 was born on July 14, 1970 and resides in Seoul,  South Korea.
Mr. Han was educated,  from March, 1990 to February,  1997 through military service
with R.O.K Army from 1992 to 1993).  Prior to military  service,  Mr. Han  received a
Bachelor of Engineering degree from Seoul National  University,  with a major in Computer Engineering. Mr. Han has been the President and Chief Executive Officer of
Witnet  since  November,  1999.  Previously,  Mr.  Han had  served  as Chief Technical
Officer and Chief of Research at Starsoft Co. Ltd., a Korean  company developing
educational  web-based  training systems (1998 to 1999).  From March 1998 to May
1998, Mr. Han was a Team  Leader/Manager  at Korean Digital Line Co. Ltd.  where he
designed and developed the  web-based  XML/EDI  system for Korean Telecom.  From 1996 to  February  1998,  Mr.  Han was a  consultant  to  Hyundai
Information Technology Co. Ltd. of South Korea.



Jason Chung, Age 32, Chief
Financial Officer/Director









Mr. Jason Chung has been Chief Financial Officer and a Director of the Company since
September 15th 2002 attended the University of Toronto,  graduating  with a Bachelor of
Commerce degree in 1993. He began his career with the accounting firm KPMG in 1993
as a staff  accountant  until  1995.  From  1995  to 1997 he  worked  as an Assistant
Finance Manager at Samsung  Electronics  Canada Inc. He moved to Kraft Canada Inc.
in 1997 to work as a Financial  Analyst  until 1998.  In 1998,  Mr. Chung joined the
accounting firm Goldfarb, Shulman, Patel & Co. LLP and remained with  the firm  until
2000.  Since  2000,  Mr.  Chung  has been  self-employed, providing  financial
consulting and advisory  services to his clients including Daewoo  Electronics  Canada
Inc., where Mr. Chung acted as an interim Accounting Manager.  Mr. Chung holds a
Chartered  Accountant  designation from Canada and a Certified Public Accountant
designation from the US.











Martin Lapedus, Age 58,
Secretary/Director









Martin Lapedus has been the Company's Secretary since September 15, 2002 and prior to
that was Chief Financial Officer,  secretary, and a Director  since  November  1, 1999.
Mr.  Lapedus is a chartered  accountant  in Ontario,  Canada,  and has been self employed
since  graduating with a degree in accounting from Queens University, of Ontario,
Canada, in 1967.



















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             
|                                              |                                    |                           |                        |                       
|Mun Su Han,President/CEO/Chairman             | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 0                                  | 0                         | 0                      | 0                     
|2002                                          | 0                                  | 0                         | 0                      | 3,000,000 shares      
|                                              |                                    |                           |                        |                       
|Martin Lapedus,
    Secretary/Chairman        | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 15,000                             | 0                         | 0                      | 0                     
|2002                                          | 0                                  | 0                         | 0                      | 0                     
|                                              |                                    |                           |                        |                       
|Jason Chung,
    CFO/Director                 | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 0                                  | 0                         | 0                      | 0                     
|2002                                          | 0                                  | 0                         | 0                      | 2,000,000 shares      
|                                              |                                    |                           |                        |                       
|Paul Walters,
    former Director             | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 0                                  | 0                         | 0                      | 50,000 shares         
|2002                                          | 0                                  | 0                         | 0                      | 0                     
|                                              |                                    |                           |                        |                       
|Marvin Sazant,
    former director            | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 0                                  | 0                         | 0                      | 50,000 shares         
|2002                                          | 0                                  | 0                         | 0                      | 0                     
|                                              |                                    |                           |                        |                       
|Damien Lee, former
    CEO/President/Chairman | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 0                                  | 0                         | 0                      | 0                     
|2002                                          | 0                                  | 0                         | 0                      | 0                     
|                                              |                                    |                           |                        |                       
|John Cox,
    former Director                 | 2000                               | 0                         | 0                      | 0                     
|2001                                          | 0                                  | 0                         | 0                      | 0                     
|2002                                          | 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, 2002, 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 60,430,000 shares (53.478% 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         | Bum Joon
    Lee         | 86,410                                          | 0.076%          
|Common         | Bum Soo
    Seung        | 86,410                                          | 0.076%          
|Common         | Bum Suk
    Ko           | 432,050                                         | 0.382%          
|Common         | Dong Ik
    Lee          | 86,410                                          | 0.076%          
|Common         | Eun Seug
    Choi        | 345,640                                         | 0.306%          
|Common         | Hea
    Young Lee        | 86,410                                          | 0.076%          
|Common         | Ho Sun
    Park          | 432,050                                         | 0.382%          
|Common         | Hoe Sun
    Bang         | 216,025                                         | 0.191%          
|Common         | Hong Suk
    Kim         | 86,410                                          | 0.076%          
|Common         | Hwan Sup
    Lee         | 432,050                                         | 0.382%          
|Common         | Hyo
    Yeong Jung       | 2,160,251                                       | 1.912%          
|Common         | Hyong
    Nyol Kim       | 691,280                                         | 0.612%          
|Common         | In Woo
    Jang          | 86,410                                          | 0.076%          
|Common         | Investment Fund I        | 1,382,560                                       | 1.224%          
|Common         | Investment Fund II       | 4,147,682                                       | 3.671%          
|Common         | Jae Sook
    Hong        | 518,460                                         | 0.459%          
|Common         | Jason
    Chung          | 2,000,000                                       | 1.770%          
|Common         | Jea Kyoo
    Jang        | 86,410                                          | 0.076%          
|Common         | Jo Han
    Kim           | 86,410                                          | 0.076%          
|Common         | Joo Wook
    Chun        | 648,075                                         | 0.574%          
|Common         | Jun Ho
    Gohng         | 2,108,405                                       | 1.866%          
|Common         | Kee Hong
    Rhee        | 2,203,456                                       | 1.950%          
|Common         | Kwan Joo
    Kwon        | 587,588                                         | 0.520%          
|Common         | Mi Ok
    Lee            | 172,820                                         | 0.153%          
|Common         | Mun Hyun
    Kim         | 86,410                                          | 0.076%          
|Common         | Mun Su
    Han           | 9,567,174                                       | 8.467%          
|Common         | Myung Ho
    Oh          | 907,305                                         | 0.803%          
|Common         | Myung
    Sun Ryu        | 172,820                                         | 0.153%          
|Common         | Nam Chul
    Choi        | 1,598,856                                       | 1.415%          
|Common         | Nix Co.,
    Ltd.        | 24,177,533                                      | 21.396%         
|Common         | Ok Soon
    Lee          | 259,230                                         | 0.229%          
|Common         | Seoung
    Hyun You      | 432,050                                         | 0.382%          
|Common         | Seung
    Woong Lee      | 648,075                                         | 0.574%          
|Common         | Seung
    Yen Won        | 216,025                                         | 0.191%          
|Common         | Sun Bong
    Kim         | 1,036,920                                       | 0.918%          
|Common         | Woo
    Jeong Ahn        | 648,075                                         | 0.574%          
|Common         | Young
    Joo Bang       | 216,025                                         | 0.191%          
|Common         | Yun Woo
    Kim          | 864,100                                         | 0.191%          
|Common         | Martin
    Lapedus       | 430,000                                         | 0.381%          
|Total          |                          | 60,430,000                                      | 53.478%         

















Note: Based on 112,803,021 shares outstanding as of December 31, 2002.



















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, 2002.









Shareholdings of Directors and Executive Officers









|Title of Class | Name of Beneficial Owner | Amount & Nature of
    Beneficial
    Ownership | Percent of Class
|-------------- | ------------------------ | ----------------------------------------------- | ----------------
|Common         | Mun Su
    Han           | 9,567,174                                       | 8.467%          
|Common         | Jason
    Chung          | 2,000,000                                       | 1.770%          
|Common         | Martin
    Lapedus       | 430,000                                         | 0.381%          
|Total          |                          | 11,997,174                                      | 10.617%         





(1) Percentage of ownership is based on
shares of Common Stock issued and outstanding as of December 31, 2002.











































(2)      At this time the Company is treating  the  Company's  shareholders  who received
shares as a result of the Stone Canyon acquisition all of whom together  received a total
of 55,000,000 shares of the Company's common stock in exchange for Witnet Co.,
Ltd.'s
assets, as being part of the group beneficially owned by the current Control
Group.



















































ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS













The Company has received a loan from Pueblo Trust, a related party to New Cinema
Partners  (Ontario).  The loan, in the amount of $150,000, bears interest at the
rate of 6.5% per year and was due on July 9, 2002 Pueblo Trust is the majority
shareholder of Ultimate Entertainment Ltd, a shareholder of the Company. In
connection with the loan, the Company has granted an option to purchase 250,000
common shares at an exercise price of $2.50 per share. The option expired on
August 1, 2001.  The loan will be assigned from Pueblo to Chad Management, Inc.
in Toronto, Ontario, Canada. The
terms currently being negotiated.











































The Company received advances of $45,000 from a
former director (Tom Conlan)  for working capital
purposes and the debt has been converted to equity at $10.00 per share for a
total of 450,000 shares of common stock.











































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 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



99.1 - Certification Pursuant to Section 13a-14 of the Securities Exchange Act
of 1934















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.















Witnet International,  Inc.









a Nevada corporation











Date: April 17,
2003



By: /s/ Mun Su Han

Mun Su Han, Chairman of the Board/President/CEO



By: /s/ Jason
Chung

Jason Chung,
Chief Financial Officer/Director



By: /s/ Martin
Lapedus

Martin Lapedus,
Secretary/Director

---



















Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Mun Su Han, provides the following certification.
         I, Mun Su Han, Chief Executive Officer,
    President and Chairman of Witnet International, Inc. ("Company"), certify that:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                                            
|2.                                                                                                                                                                                                                                                                                            
|3.                                                                                                                                                                                                                                                                                            
|4.                                                                                                                                                                                                                                                                                            
|5.                                                                                                                                                                                                                                                                                            

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: April 17 , 2003 | /s/ Mun Su Han                      
|--------------------- | ------------------------------------
|                      | Mun Su Han,  Chief Executive Officer
|                      |                                     

| | 
| | 



---













Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Jason Chung provides the following certification.
         I, Jason Chung, Chief Financial Officer and
    Director of Witnet International, Inc. ("Company"), certify that:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                                  
|2.                                                                                                                                                                                                                                                                                  
|3.                                                                                                                                                                                                                                                                                  
|4.                                                                                                                                                                                                                                                                                  
|5.                                                                                                                                                                                                                                                                                  

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: April 17,
    2003 | /s/ Jason Chung  
|------------------------ | -----------------
|                         | Jason Chung,  CFO

| | 
| | 

---









Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Martin Lapedus provides the following certification.
         I, Martin Lapedus, Secretary and Director of
    Witnet International, Inc. ("Company"), certify that:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                          
|2.                                                                                                                                                                                                                                                                          
|3.                                                                                                                                                                                                                                                                          
|4.                                                                                                                                                                                                                                                                          
|5.                                                                                                                                                                                                                                                                          

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: April  17, 2003 | /s/ Martin Lapedus        
|--------------------- | --------------------------
|                      | Martin Lapedus,  Secretary
|                      |                           

| | 
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