UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSBA
                                  ------------

                                   (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, 2003


                                       OR

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

            For the transition period from            to
                                           -----------  ------------


                            KSIGN INTERNATIONAL, INC.
                            -------------------------
           (name of small business issuer as specified in its charter)

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

              Kangnam-Ku, Yeoksam-Dong, 748-15 Joongpyung Building,
                            3rd Floor, 135-080, Korea
              -----------------------------------------------------
                    (address of principal executive offices)

                                +82 (2) 564-0182
                                ----------------
              (Registrant's telephone number, including area code)





<PAGE>






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


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


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

                                  Common Stock
                                  ------------
                                (Title of Class)


Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                              YES [X]       NO [ ]


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

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

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


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



















                                        2
<PAGE>






                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------


                                     Part I
                                     ------

Item 1.   Description of Business
Item 2.   Description of Property
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of Security Holders

                                     Part II
                                     -------

Item 5.   Market for Common Equity and Related Shareholder Matters
Item 6.   Management's Discussion and Analysis or Plan of Operation
Item 7.   Financial Statements
Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure

                                    Part III
                                    --------

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act
Item 10.  Executive Compensation
Item 11.  Security Ownership of Certain Beneficial Owners and Management
Item 12.  Certain Relationships and Related Transactions
Item 13.  Exhibits and Reports on Form 8-K


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















                                        3
<PAGE>






                                     PART I
                                     ------

Item 1.   Description of Business.
----------------------------------

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

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

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

Valence 9 Development,  Inc. filed a Form 15(c)211 with the National Association
of  Securities  Dealers  (NASD)  to allow its  Common  Stock to trade on the OTC
Bulletin  Board.  The  Company's  Common Stock began trading on the OTC Bulletin
Board in July of 1998,  under the  trading  symbol  "VLND." In August,  1998 the
symbol was changed at Valence 9 Development, Inc.'s request to "VNIN." On August
27, 1999 the Company's  Articles of Incorporation  were amended.  The purpose of
the  amendment  was to  change  the  name  of the  corporation  from  Valence  9
Development, Inc. to New Cinema Partners.

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

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








                                        4
<PAGE>






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






                                        5
<PAGE>






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.







                                        6
<PAGE>






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

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

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

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

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

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

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

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

On October 13, 2003 the Company  issued  8,300,000  restricted  common shares in
exchange for expenses and consulting fees, 1,500,000 restricted common shares to
for payment of a loan owed by the  company's  subsidiary  Witnet Co.,  Ltd.  and
500,000  restricted  common shares for legal work  performed by an attorney.  On
October 20,  2003,  Witnet  International,  Inc.  filed an 8-K stating that they
agreed  to change  their  name to KSign  International,  Inc.  and to  undergo a
reverse 10 for 1 split of its common shares.








                                        7
<PAGE>






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

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

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

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

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

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

(b)  Business of Issuer.
     -------------------

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

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

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





                                        8
<PAGE>






Company Overview
----------------

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

KSign   internally   researches  and  develops  its  own  software   Public  Key
Infrastructure,  PKI and Wireless  Public Key  Infrastructure,  WPKI  solutions.
KSign may sell these  solutions  through System  Integrators who may use KSign's
solution  in their  overall  client  service or in some cases KSign may act as a
System  Integrator  who then market the solutions  directly to  enterprises  and
institutions.  As a system integrator, KSign provides system design, engineering
and installation of an overall PKI or WPKI solution for its clients.

Technology Overview
-------------------

PKI  and  WPKI  solutions   allow  the  issuance  of  digital   certificates  to
authenticate  users  through  digital  signature  using public key  cryptography
algorithms that replace paper signed documents with digital forms.

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

Products & Solutions
--------------------

KSign's main lines of business are as follows:

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

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

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








                                        9
<PAGE>






WPKI Solutions (KSignWPKI, KSignWRA, KSignWCA, WirelessE2E)
-----------------------------------------------------------

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

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

Security Toolkit (KSignCASE)
----------------------------

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

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

Businesses Markets
------------------

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

Competitors
-----------

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

-    Security  methodologies used in its products use the most advanced security
     techniques available on the market.
-    KSign's  applications  seamlessly  integrate security with the applications
     making  it easily  implemented  and  installed  onto  clients'  information
     system.
-    Once  implemented,  the  solutions  are  easy  to  manage  by the  clients'
     information system managers.





                                       10
<PAGE>






Distribution
------------

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


In some  instances,  KSign  will  act as a system  integrator  and  provide  its
products  and services  directly to its clients.  KSign's main clients have been
the Government of the Republic of Korea, major Korean commercial banks and Major
Korean Mobile Telephone carriers.


Intellectual Properties
-----------------------

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

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

Feb 2001       The Integrated Office Program for Security Service

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

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

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

Mar 2002       Batch Converter for Document Security

Mar 2002       Electronic Passport based on PKI Digital Signature Certificate

Jun 2002       Authorization Key Escrow Service System and Method

Jun 2002       The Electronic Bankbook

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

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

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

Despite these precautions,  it may be possible for unauthorized third parties to
copy certain  portions of our products or to obtain and use information  that we
regard as  proprietary.  There can be no assurance that our efforts will provide




                                       11
<PAGE>






meaningful  protection  for  our  proprietary   technology  against  others  who
independently develop or otherwise acquire  substantially  equivalent techniques
or gain access to, misappropriate, or disclose our proprietary technology.


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

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


ITEM 3.  LEGAL PROCEEDINGS
--------------------------


There  are are no legal  proceedings  pending  as of  December  31,  2003 to the
knowledge of the Company's management.



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

The  Company  submitted  certain  matters to a vote of its  security  holders on
November 10, 2003. The Vote included the  acquisition of KSign Co. Ltd.  (Korea)
the name  change of the  Company to KSign  International,  Inc.  The measure was
approved by a majority of the shareholders.


                                     PART II
                                     -------

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

The  Company's  Common  Stock is quoted on the Over The Counter  Bulletin  Board
under the symbol  "KSIG".  These  quotations for the fiscal year 2003 and fourth
quarter of 2002 reflect trading done by Witnet  International,  Inc.,  under the
symbol  "WTNT".  The first three  quarters of 2002  reflect  trading done by New
Cinema Partners, Inc., under the symbol "NCPP". The company underwent a 10 for 1
reverse split of its stock on February 25, 2004. The quotations  shown below are
on a pre-split basis. The following table sets forth the high and low bid prices
as reported by Yahoo Finance for the periods ending  December 31, 2003 and 2002.
All quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions, and may not reflect actual transactions.  As of December 31st, 2003









                                       12
<PAGE>






there were  approximately  456 holders of Common Stock.  The Company has paid no
dividends in the year ended December 31, 2003.

                             Stock Trading Activity
                             ----------------------

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


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

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

Results of Operations
---------------------

The  Company's  revenue  for the years  ended  December  31,  2003 and 2002 were
$3,244,397 and  $4,464,906.  The Company's  revenues  decreased 27% from 2002 to
2003 and the Company's  cost of sales for the years ended  December 31, 2003 and






                                       13
<PAGE>






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

The Company's selling,  general and administrative  expenses for the years ended
December  31,  2003  and 2002  were  $2,165,016  and  $1,434,793.  The  expenses
increased  $730,223 from 2002 to 2003.  During 2003,  KSign incurred  additional
expenses in  professional  fees, and travel expenses to facilitate the merger of
KSign  and KSI.  As  well,  the  Company  increased  spending  on  research  and
development in order to develop SSO, KMI, EAI, etc.  Also,  bad debts  increased
due to the soft  economic  conditions.  Increases in these  expenses were offset
partly by a reduction of advertising  expenses due to lower level of advertising
activities during 2003.


Due to increased  competition within the Korean economy,  the company has had to
reduce its selling prices,  which has had a direct impact on profit margins.  In
the past,  the company was able to achieve higher  margins,  as our products and
services were unique, and a higher selling price could be obtained.  There are a
number of  companies  within  Korea that are now selling  similar  products  and
solutions, which has caused a significant reduction in profit margins.

Although the Korean  economy has been in decline,  near the end of 2003 and into
2004, the economy has begun to stabilize, and the turnaround seems imminent. For
the company,  this will mean additional revenues from existing products, as well
as demand for new and specialized products and services.

As the Korean  government  continues to add digital  services,  the need for PKI
solutions  in Korea is  increasing.  Currently,  there are over 12  million  PKI
certificates  issued with Korea,  and that number will only continue to increase
as the demand for digital/wireless services increases. As well, the company will
continue to introduce new products in 2004 and plans to expand into the Japanese
and North American markets.

Although the company may face short-term liquidity issues, the turnaround of the
Korean economy, the increased demand for PKI solutions and the potential to move
into untapped markets will help to improve liquidity and profits in the future.








                                       14
<PAGE>






Company Plan
------------

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

The company has formed a strategic  relationship  with NEC Soft,  Ltd. of Japan.
NEC Soft, Ltd. is a provider of System  Integration,  System Services,  Software
Development and Sales of Software Packages and Information  Processors.  Through
this  relationship,  the company feels that it will be able to achieve new sales
channels in Japan. NEC Soft, Ltd. will distribute and sell Ksign products in the
Japanese  market.  For 2004, the company expects  approximately  $150,000 in new
sales to the Japanese market.

The company is also seeking to form relationships with similar entities in North
America, who will help to increase sales of Ksign products in that region.

Also,  the  Company  intends to release new  products  which  provides  seamless
integration  of PKI and WPKI  solutions for Database  Security,  Biometrics  and
Server Security in 2004.  Currently PKI/WPKI and the other applications are sold
separately.  The Company hopes to provide integrated  all-in-one solutions which
are easy and economical  for the various  enterprises to implement and maintain.
Due to increased  competition within the Korean economy,  the company has had to
reduce its selling prices, which has had a direct impact on profit margins.

The  following  chart  describes  the  new  and  updated  solutions,  as well as
customized  solutions  for specific  industries  and markets that the company is
developing and plans to bring into the market in 2004 and 2005:

<TABLE>
<CAPTION>
                                                         Expected    Estimated     Expected
   Division                       Current      New      Completion    Costs to     Revenues
                    Product       Version    Version       Date       Develop      for 2005              Potential uses
===============  ==============  =========  =========  ============  ==========  ============  ===================================

<S>              <C>               <C>         <C>      <C>          <C>         <C>           <C>
                 KsignPKI           2.0        3.0       Feb 2005    $ 100,000   $ 1,000,000   Updated PKI for Korean military
                                                                                               use. Korean military to adapt
                                                                                               digital systems in 2004.

                 KsignPKI Pro       2.0        3.0      April 2005     100,000       700,000   New version customized for Japanese
                                                                                               market.
PKI
                 KsignWPKI          1.0        2.0       Feb 2005      100,000       500,000   New version customized for
                                                                                               government use.





                                       15
<PAGE>






                 KsignKMI           1.0        2.0      March 2005     100,000       200,000   New version customized for military
                                                                                               use.

Secure           KsignPassOne       1.0        2.0       Dec 2004      200,000     1,000,000   New version customized for Japanese
Identity                                                                                       market.
Management
                 KsignIAM          Beta        1.0       June 2005     200,000       500,000   New product (Identity Management
                                                                                               Solution) to be used by research
                                                                                               institutions.

Secure           KsignCASE          4.0        5.0      March 2005     100,000       200,000   New version to comply with
Transaction                                                                                    international security standards.

                 KsignMobile        2.0        3.0       Dec 2004      100,000       100,000   New version to be compatible with
                                                                                               new mobile phone technology.

Secure Data      KsignSecureDB     Beta        1.0       June 2005     150,000       200,000   New product (Database Encoding
Management                                                                                     Solution).
</TABLE>

Critical Accounting Policies
----------------------------

We prepare our consolidated  financial  statements in conformity with accounting
principles  generally  accepted  in the U.S.  As such,  we are  required to make
certain  estimates,  judgments and  assumptions  that we believe are  reasonable
based upon the information available. These estimates and assumptions affect the
reported  amounts  of  assets  and  liabilities  at the  date  of the  financial
statements  and  the  reported  amounts  of  the  periods  presented.  To  fully
understand  and  evaluate  our  reported  financial  results,  we  believe it is
important to understand our revenue recognition policy.

Revenue recognition.
--------------------

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

Revenues from products sales are recognized on a  completed-contract  basis,  in
accordance  with Staff  Accounting  Bulletin  No. 101  "Revenue  Recognition  in
Financial  Statements"  ("SAB No. 101"),  Statement of Position  97-2  "Software
Revenue  Recognition" and Statement of Position 81-1 "Accounting for Performance
of Construction-Type  and Certain  Production-Type  Contracts".  The Company has
primarily  short-term  contracts  ranging  up to one  month in  length,  whereby
revenues and costs in the aggregate for all contracts is expected to result in a
matching of gross  profit with  period  overhead or fixed costs  similar to that
achieved by use of the percentage-of-completion method.






                                       16
<PAGE>






The Company is not required to perform  significant  post-delivery  obligations,
does not normally  provide  warranties  and does not allow product  returns.  As
such, no provision is made for costs of this nature.

On-going service and technical support contracts are negotiated separately at an
additional fee. The technical  support is separate from the functionality of the
products, which can function without on-going support.

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

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

The  Company  does  not  sell  products  with  multiple   deliverables.   It  is
management's  opinion  that EITF  00-21,  "Revenue  Arrangements  With  Multiple
Deliverables" is not applicable.


Issues and Uncertainties
------------------------


This Annual Report on Form 10-K contains  statements  that are  forward-looking.
These  statements are based on current  expectations  and  assumptions  that are
subject to risks and  uncertainties.  Actual  results  could  differ  materially
because of issues and uncertainties  such as those listed below and elsewhere in
this report,  which, among others, should be considered in evaluating our future
financial performance.


Allowance for Doubtful Accounts.
--------------------------------


The  allowance  for doubtful  accounts  reflects  our best  estimate of probable
losses inherent in the accounts  receivable  balance. We determine the allowance
based on known troubled  accounts,  historical  experience,  and other currently
available  evidence.  The estimates  may not reflect  future  reality,  and if a
significant  balance  of  accounts  receivable  is deemed  uncollectible  in the
future, operating income and cash flows may be adversely effected.


New Products and Services.
--------------------------


We have made significant investments in research,  development and marketing for
new products,  services,  and technologies,  including SSO, KMI, EAI, and mobile
and  wireless  technologies.  Significant  revenue  from new product and service
investments  may not be  achieved  for a number of years,  if at all.  Moreover,
these  products  and  services  may not be  profitable,  and  even  if they  are
profitable,  operating  margins for these  businesses  may not be as high as the
margins we have experienced historically.



                                       17
<PAGE>






Trends
------

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

The security industry is dynamic and always progressing.  With every advancement
in security technology,  there is a corresponding  advancement in the technology
to breach the defenses provided by security solutions. In this environment,  the
Company's  Management  feel that the need for  solutions  provided by he Company
will also increase rapidly in the next few years.

Liquidity and Sources of Capital
--------------------------------

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


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





















                                       18
<PAGE>





















                            KSIGN INTERNATIONAL, INC.
                      (FORMERLY WITNET INTERNATIONAL, INC.)
                      -------------------------------------

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002






                                    CONTENTS
                                    --------

Independent Auditors' Report                                               20

Consolidated Balance Sheets                                                21

Consolidated Statement of Operations                                       22

Consolidated Statement of Changes in Stockholders' Equity                  23

Consolidated Schedule of Expenses                                          24

Consolidated Statement of Cash Flows                                       25

Notes to Consolidated Financial Statements                            26 - 33















                                       19
<PAGE>












                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




To the Stockholders of
KSIGN International, Inc.
-------------------------

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

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

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


                                                           "SF PARTNERSHIP, LLP"


Toronto, Canada                                            CHARTERED ACCOUNTANTS
November 29, 2004









                                       20
<PAGE>






<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Consolidated Balance Sheets
December 31, 2003 and 2002
                                                                       2003                2002
                                                           ----------------    ----------------
                                     ASSETS
                                     ------
<S>                                                        <C>                 <C>

Current
    Cash and cash equivalent                               $       377,890     $       590,457
    Accounts receivable (net of allowance for doubtful
      accounts of $162,223; 2002 - $50,966)                      3,409,489           3,126,729
    Inventory                                                            -              90,404
    Prepaid and sundry assets                                       24,688              11,526
    Income taxes recoverable                                        33,953                   -
    Advances receivable (note 3)                                    12,817              18,572
    Deferred tax (note 6)                                           37,718              16,879
                                                           ------------------------------------


                                                                 3,896,555           3,854,567
Deposits                                                           180,475             193,200
Equipment (note 4)                                                 352,789             271,478
Investments (note 5)                                                12,558              39,480
Deferred Tax (note 6)                                               75,972              50,638
                                                           ------------------------------------


                                                           $     4,518,349     $     4,409,363
                                                           ====================================

                                   LIABILITIES
                                   -----------
Current
    Accounts payable                                       $     1,706,839     $     1,390,913
    Income taxes payable (note 6)                                        -              36,922
    Bank loan (note 7)                                             837,200                   -
    Due to related party (note 8)                                   94,185                   -
    Loan payable (note 9)                                          150,000                   -
                                                           ------------------------------------

                                                                 2,788,224           1,427,835
Accrued Severance Payable                                          139,164             110,723
                                                           ------------------------------------


                                                                 2,927,388           1,538,558
                                                           ------------------------------------

                              STOCKHOLDERS' EQUITY
                              --------------------
Capital Stock (note 10)                                             47,638               1,260
Paid in Capital                                                  3,038,261           3,095,559
Accumulated Other Comprehensive Income                              53,298              65,491
Accumulated Deficit                                             (1,548,236)           (291,505)
                                                           ------------------------------------

                                                                 1,590,961           2,870,805
                                                           ------------------------------------


                                                           $     4,518,349     $     4,409,363
                                                           ====================================
</TABLE>

APPROVED ON BEHALF OF THE BOARD

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


                                       21
<PAGE>






<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Consolidated Statement of Operations
Years Ended December 31, 2003 and 2002


                                                            2003                2002
                                                ----------------    ----------------

<S>                                             <C>                 <C>
Revenue
    Services                                    $     1,714,888     $     2,413,793
    Merchandise                                       1,529,509           2,051,114
                                                ------------------------------------

                                                      3,244,397           4,464,906
                                                ------------------------------------


Cost of Sales
    Services                                            886,078             926,590
    Merchandise                                       1,469,469           2,039,120
                                                ------------------------------------


                                                      2,355,547           2,965,710
                                                ------------------------------------

Gross Profit                                            888,850           1,499,196

Expenses (page 5)                                     2,165,016           1,434,793
                                                ------------------------------------

Operating (Loss) Income                              (1,276,166)             64,403
                                                ------------------------------------

Other
    Interest income                                      20,588              34,341
    Interest expense                                    (41,735)                  -
    Other expenses                                      (18,287)            (15,700)
    Loss on impairment of investment                    (26,880)            (38,880)
                                                ------------------------------------

                                                        (66,314)            (20,239)
                                                ------------------------------------

(Loss) Earnings Before Income Taxes                  (1,342,480)             44,164
                                                ------------------------------------

    Current (recovery)                                  (39,196)             41,901
    Deferred                                            (46,553)            (27,402)
                                                ------------------------------------

                                                        (85,749)             14,499
                                                ------------------------------------

Net (Loss) Earnings                             $    (1,256,731)    $        29,665
                                                ====================================


Fully Diluted (Loss) Earnings per Share         $         (0.04)    $          0.00
                                                ====================================


Weighted Average Number of Shares (note 10)          35,104,927          32,800,000
                                                ====================================
</TABLE>



                                       22
<PAGE>






<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Consolidated Statement of Stockholders' Equity
Years Ended December 31, 2003 and 2002




                                                                  Paid in      Accumulated
                                                               Capital in            Other                          Total
                                  Number of        Capital      excess of    Comprehensive    Accumulated   Stockholders'
                                     Shares          Stock      Par Value           Income        Deficit          Equity
                               ------------------------------------------------------------------------------------------

<S>                            <C>            <C>            <C>            <C>              <C>            <C>
Balance, January 1, 2002         1,260,375    $     1,260    $ 3,095,559    $    (206,089)   $  (321,170)   $  2,569,560
Foreign exchange on
  translation                            -              -              -          271,580              -         271,580
Net Income                               -              -              -                -         29,665          29,665
                               ------------------------------------------------------------------------------------------

Balance, December 31, 2002       1,260,375    $     1,260    $ 3,095,559    $      65,491    $  (291,505)   $  2,870,805
                               ==========================================================================================

Balance, January 1, 2003         1,260,375    $     1,260    $ 3,095,559    $      65,491    $  (291,505)   $  2,870,805
Common shares issued on
  acquisition of Ksign
  Co., Ltd.                     32,800,000         32,800       (646,450)               -              -        (613,650)
Common shares issued for
  services                      10,300,000         10,300        401,700                -              -         412,000
Common shares issued as
  payment of accounts
  payable and shareholder
  loans                          4,158,000          4,158        187,452                -              -         191,610
Common shares cancelled
  for no consideration            (880,000)          (880)             -                -              -            (880)
Foreign exchange on
  translation                            -              -              -          (12,193)             -         (12,193)
Net Loss                                 -              -              -                -     (1,256,731)     (1,256,731)
                               ------------------------------------------------------------------------------------------

Balance, December 31, 2003      47,638,375    $    47,638    $ 3,038,261    $      53,298    $(1,548,236)   $  1,590,961
                               ==========================================================================================
</TABLE>















                                       23
<PAGE>






KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Consolidated Schedule of Expenses
Years Ended December 31, 2003 and 2002




                                                        2003                2002
                                            ----------------    ----------------

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


                                                  2,165,016           1,434,793
                                            ====================================





















                                       24
<PAGE>






<TABLE>
<CAPTION>
KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Consolidated Statement of Cash Flows
Years Ended December 31, 2003 and 2002




                                                                      2003                2002
                                                          ----------------    ----------------

<S>                                                       <C>                 <C>
Cash Flows from Operating Activities
  Net (loss) earnings                                     $    (1,256,731)    $        29,665
  Adjustments for working capital and non-cash items:
    Depreciation                                                   49,770              62,495
    Write-down of investments                                      26,880              38,880
    Common shares issued for services                             412,000                   -
    Accounts receivable                                          (235,975)         (2,038,081)
    Inventory                                                      90,404             (87,175)
    Prepaid and sundry assets                                      (5,851)              7,983
    Advances receivable                                             5,713              24,057
    Deferred tax                                                  (46,553)            (27,401)
    Accounts payable                                               49,816             797,844
    Income taxes                                                  (62,949)             24,481
    Deposits                                                       20,630             (76,950)
    Accrued severance payable                                      28,906              18,269
                                                          ------------------------------------

                                                                 (923,940)         (1,225,933)
                                                          ------------------------------------

Cash Flows from Investing Activities
  Acquisition of equipment                                       (102,890)            (54,227)
                                                          ------------------------------------

Cash Flows from Financing Activities
  Deferred government grant                                             -            (113,400)
  Bank loan                                                       840,000                   -
  Due to related party                                            (24,472)                  -
                                                          ------------------------------------

                                                                  815,528            (113,400)
                                                          ------------------------------------

Foreign Exchange on Cash and Cash Equivalents                      (1,265)            142,255
                                                          ------------------------------------

Net Decrease in Cash and Cash Equivalents                        (212,567)         (1,251,305)

Cash and Cash Equivalents - beginning of year                     590,457           1,841,762
                                                          ------------------------------------

Cash and Cash Equivalents - end of year                   $       377,890     $       590,457
                                                          ====================================
</TABLE>





                                       25
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



1.   Operations and Business
----------------------------

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

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

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


2.   Summary of Significant Accounting Policies
-----------------------------------------------

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

     a)   Basis of Financial Statement Presentation

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

     b)   Basis of Consolidation

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



                                       26
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



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

     c)   Unit of Measurement

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

     d)   Cash and Cash Equivalents

          Cash  includes  currency,  cheques  issued by others,  other  currency
          equivalents,  current deposits and passbook deposits. Cash equivalents
          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)   Allowance for Doubtful Accounts

          The  allowance  for  doubtful  accounts  reflects   managements'  best
          estimate  of  probable  losses  inherent  in the  accounts  receivable
          balance.  The Company determines the allowance based on known troubled
          accounts,   historical  experience,   and  other  currently  available
          evidence.

     f)   Inventories

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

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

     g)   Investments

          Investments  in  available-for-sale  securities  are being recorded in
          accordance with FAS-115  "Accounting  for Certain  Investments in Debt
          and  Equity   Securities".   Equity   securities  that  are  not  held
          principally  for the purpose of selling in the near term are  reported
          at fair market value with unrealized holding gains and losses excluded
          from  earnings and reported as a separate  component of  stockholders'
          equity.

     h)   Equipment

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







                                       27
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



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

     i)   Accrued Severance

          The Company's  liability  for severance pay is calculated  pursuant to
          applicable  labour laws in the Republic of South Korea.  Employees who
          have been with the  Company  for more  than one year are  entitles  to
          lump-sum  payments based on current rates of pay and length of service
          when the leave the Company.  The Company's  estimated  liability under
          the plan which would be payable if all  employees  left on the balance
          sheet date is accrued upto such date.

     j)   Revenue Recognition

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

          Revenues from products  sales are  recognized on a  completed-contract
          basis, in accordance with Staff  Accounting  Bulletin No. 101 "Revenue
          Recognition  in Financial  Statements"  ("SAB No. 101"),  Statement of
          Position 97-2 "Software Revenue Recognition" and Statement of Position
          81-1  "Accounting  for  Performance of  Construction-Type  and Certain
          Production-Type  Contracts".  The  Company  has  primarily  short-term
          contracts  ranging up to one month in  length,  whereby  revenues  and
          costs in the  aggregate  for all  contracts is expected to result in a
          matching of gross profit with period  overhead or fixed costs  similar
          to that achieved by use of the percentage-of-completion method.

          The  Company  is not  required  to perform  significant  post-delivery
          obligations,  does not normally provide  warranties and does not allow
          product  returns.  As such,  no  provision  is made for  costs of this
          nature.

          On-going  service  and  technical  support  contracts  are  negotiated
          separately  at an additional  fee. The  technical  support is separate
          from the  functionality  of the products,  which can function  without
          on-going support.

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

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

          The Company does not sell products with multiple  deliverables.  It is
          management's  opinion  that EITF  00-21,  "Revenue  Arrangements  With
          Multiple Deliverables" is not applicable.



                                       28
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



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

     k)   Currency Translation

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

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

     l)   Financial Instruments

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

     m)   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.

     n)   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.



                                       29
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



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

     o)   Concentration of Credit Risk

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

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

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

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

     p)   Use of Estimates

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



3.   Advances Receivable
------------------------

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








                                       30
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



4.   Equipment
--------------

     Equipment is comprised as follows:

<TABLE>
<CAPTION>
                                                            2003                              2002
                                                     Accumulated                       Accumulated
                                           Cost     Depreciation             Cost     Depreciation
                                 -----------------------------------------------------------------

<S>                              <C>              <C>              <C>              <C>
     Furniture and fixtures      $     304,362    $     206,504    $     268,914    $     152,594
     Machinery and equipment           106,718           73,212          101,195           45,841
     Software                          430,948          164,234          250,495           72,285
     Government grant                  (45,289)               -          (78,406)               -
                                 -----------------------------------------------------------------

                                 $     796,739    $     443,950    $     542,198    $     270,720
                                 -----------------------------------------------------------------

     Net carrying amount                          $     352,789                     $     271,478
                                                  --------------                    --------------
</TABLE>


5.   Investments
----------------

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


6.   Income Taxes
-----------------

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

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




                                       31
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



6.   Income Taxes (cont'd)
--------------------------

     The Company has deferred income tax assets as follows:

<TABLE>
<CAPTION>
                                                                    2003              2002
                                                          --------------    --------------

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

                                                          $     113,690     $      67,517
                                                          ================================
</TABLE>


7.   Bank Loan
--------------

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


8.   Due From Related Party
---------------------------

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


9.   Loan Payable
-----------------

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













                                       32
<PAGE>




KSIGN INTERNATIONAL, INC.
(FORMERLY WITNET INTERNATIONAL, INC.)
-------------------------------------
Notes to Consolidated Financial Statements
December 31, 2003 and 2002



10.  Capital Stock
------------------

     Authorized

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

                                                            2003         2002
                                                         ----------   ----------

     Issued

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

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

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

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

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

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


11.  Contingent Liabilities and Commitments
-------------------------------------------

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

               2004                        $     64,150
               2005                              58,800
                                           -------------

                                           $    122,950
                                           -------------





                                       33
<PAGE>






ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
------------------------------------------------------

None.


ITEM 8A.  CONTROLS AND PROCEDURES
---------------------------------

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

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


                                    PART III
                                    --------

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


The table below lists,  as of December 31, 2003,  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.









                                       34
<PAGE>






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

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

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

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

Seoung-Rag Choi, Age 34, Vice-President
---------------------------------------

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







                                       35
<PAGE>






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

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

Involvement in Certain Legal Proceedings
----------------------------------------

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

Family Relationships
--------------------

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


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

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

















                                       36
<PAGE>





<TABLE>
<CAPTION>
                                    Annual Compensation                           Long-term Compensation
                                                                             Awards             Payouts
                                                                    Restricted    Securities
   Name and Principal                                Other Annual     Stock       Underlying     LTIP       All Other
        Position           Year   Salary    Bonus    Compensation    Award(s)    Options/SARs   Payouts   Compensation
   ------------------      ----   ------   -------   ------------   ----------   ------------   -------   ------------

Ki-Yoong Hong,
President, CEO,
<S>                        <C>    <C>          <C>        <C>        <C>            <C>         <C>        <C>
Chairman and Director      2001      0         0          0              0            0
                           2002      0         0          0              0            0
                           2003      0         0          0              0            0

Seoung-Rag Choi,           2001      0         0          0              0            0
Vice-Presidnet, Director   2002      0         0          0              0            0
                           2003      0         0          0              0            0

Hong-Kee Lee
CFO/Secretary/Treasurer
and Director               2001      0         0          0              0            0
                           2002      0         0          0              0            0
                           2003      0         0          0              0            0

Mun Su Han,
Former President, CEO
and Director               2001      0         0          0              0            0
                           2002      0         0          0              0            0
                           2003      0         0          0          3,000,000        0                    6,567,174
                                                                      shares                                shares

Martin Lapedus,
Former Secretary,
Treasurer and Director     2001   15,000       0          0              0            0
                           2002      0         0          0              0            0
                           2003      0         0          0              0            0

Jason Chung, Former CFO    2001      0         0          0              0         480,000
and Director               2002      0         0          0          2,000,000        0
                                                                      shares
                           2003      0         0          0              0            0








                                       37
<PAGE>






Paul Walters, former       2001      0         0          0           50,000          0
director                                                              shares
                           2002      0         0          0              0            0
                           2003      0         0          0              0            0

Marvin Sazant, former      2001      0         0          0           50,000          0
Director                                                              shares
                           2002      0         0          0              0            0
                           2003      0         0          0              0            0
</TABLE>

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


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

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

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




















                                       38
<PAGE>





<TABLE>
<CAPTION>
                           Control Group Shareholders
                           --------------------------

                                                     Amount & Nature of
Title of Class       Name of Beneficial Owner       Beneficial Ownership      Percent of Class
--------------       ------------------------      ----------------------     ----------------

<S>                <C>                                 <C>                        <C>
    Common            Assetpluss Investment               855,000                  1.79%
                            Consulting

    Common          Bokwang Incubating Venture            950,000                  1.99%

    Common         Bokwang Venture Fund No. 10            950,000                  1.99%

    Common                 Bong-Kee Lee                 1,631,635                  3.43%

    Common                Bong-Sook Byun                   63,365                  0.13%

    Common                Bong-Soon Kim                    95,000                  0.20%

    Common                Byung-Chul Min                  158,365                  0.33%

    Common                Byung-Sun Min                   158,365                  0.33%

    Common                Chang-Jin Choi                  316,635                  0.66%

    Common                 Chi-Young Oh                   285,000                  0.60%

    Common                 Chul-Woo You                    95,000                  0.20%

    Common                 Chung-Ja We                    285,000                  0.60%

    Common                 Dong-Hee Lee                   158,365                  0.33%

    Common                Dong-Heon Lee                   158,365                  0.33%

    Common                 Eun-Bae Kim                    221,635                  0.47%

    Common                 Eun-Jin Kim                    126,635                  0.27%

    Common                 Eun Sung Lee                   158,365                  0.33%

    Common                Geon-Young Lee                   95,000                  0.20%

    Common                  Hak-Ju Lee                    142,500                  0.30%

    Common                 Han-Kyu Yong                    66,500                  0.14%

    Common                 Hee-Jung Uhm                   126,635                  0.27%

    Common                 Hee-Un Yeom                    190,000                  0.40%

    Common               Heon-Jeong Park                  158,365                  0.33%

    Common                 Hong-Hee Kim                   190,000                  0.40%




                                       39
<PAGE>






    Common                 Hong-Kee Lee                    33,250                  0.07%

    Common                Hyun-Bok Choi                   357,770                  0.75%

    Common                 Hyun-Gyu Cho                    19,000                  0.04%

    Common                 In-Keun Choi                    95,000                  0.20%

    Common                 Ja-Dong Koo                    348,365                  0.73%

    Common                 Jae-Chul Ryu                   513,000                  1.08%

    Common                Jae-Pil Chung                   158,365                  0.33%

    Common                 Jae-Woo Lee                    316,635                  0.66%

     Common               Jae-Young Yoon                   69,635                  0.15%

    Common                Jin-Chul Hwang                  408,500                  0.86%

    Common                 Jin-Chul Kim                   950,000                  1.99%

    Common                 Jin-Chul Uh                     38,000                  0.08%

    Common                 Jin-Hee Yoon                   380,000                  0.80%

    Common                 Jin-Soo Lim                    104,500                  0.22%

    Common           Jiran Software Co., Ltd.           2,850,000                  5.98%

    Common                Jong-Boon Kim                   380,000                  0.80%

    Common                Jong-Hyub Yoon                    4,750                  0.01%

    Common                Joon-Young Kim                   47,500                  0.10%

    Common                 Jung-Mi Kim                     28,500                  0.06%

    Common                 Jun-Kyo Jang                   313,500                  0.66%

    Common                Jun-Yong Park                   316,635                  0.66%

    Common                 Kang-Won Oh                     28,500                  0.06%

    Common                Kee-Sung Hong                   114,000                  0.24%

    Common                 Ki-Yoon Hong                 6,776,730                 14.23%

    Common                 Ki-Young Lee                   636,500                  1.34%

    Common                 Kwang-Do Heo                   126,635                  0.27%

    Common               Kyung-Sook Park                   31,635                  0.07%

    Common                 Min-ho Choi                    190,000                  0.40%

    Common           Next Venture Fund of MIC           1,900,000                  3.99%
                              2000-5

    Common                Pil-Joong Lee                   190,000                  0.40%

    Common          Samsung Venture Fund No. 5          2,533,365                  5.32%





                                       40
<PAGE>






    Common                 Sang-Im Park                     9,500                  0.02%

    Common                Seok-Jae Chung                   95,000                  0.20%

    Common               Seoung-Rag Choi                1,235,000                  2.59%

    Common                Seung-Sik Son                    28,500                  0.06%

    Common                Seung-Soo Yang                  380,000                  0.80%

    Common                 Soo-Jin Lee                     34,865                  0.07%

    Common                Sook-Young You                   72,865                  0.15%

    Common                Sung-Dong Lim                   221,635                  0.47%

    Common                Sung-Eun Park                    19,000                  0.04%

    Common                 Sung-Ho Lee                    800,000                  1.68%

    Common                 Sung-Il Lee                    142,500                  0.30%

    Common                Sung-Jin Bang                    95,000                  0.20%

    Common                 Sung-Oh Kim                     79,135                  0.17%

    Common                 Sung-Yul Uh                     95,000                  0.20%

    Common                 Sun-Joo Kim                     19,000                  0.04%

    Common                 Won-Bum Kim                    237,500                  0.50%

    Common                  Won-Ju Kim                    348,365                  0.73%

    Common                Yong-Hwan Choi                  190,000                  0.40%

    Common                 Yung-jun Ko                    316,635                  0.66%

    Common                Yong-Kee Park                   316,635                  0.66%

    Common                  Yo-Sik Kim                    158,365                  0.33%

    Common                Young-Hwa Lee                     9,500                  0.02%
                                                       ----------                 ------

     Total                                             32,800,000                 68.85%

<FN>
Note: Based on 47,638,375 shares outstanding as of December 31, 2003.
</FN>
</TABLE>

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





                                       41
<PAGE>





<TABLE>
<CAPTION>
                Shareholdings of Directors and Executive Officers
                -------------------------------------------------

                                                     Amount & Nature of
Title of Class       Name of Beneficial Owner       Beneficial Ownership      Percent of Class
--------------       ------------------------      ----------------------     ----------------

<S>                     <C>                             <C>                       <C>
    Common                Ki-Yoong Hong                 6,776,730                 14.23%

    Common              Seoung-Rag Choi                 1,235,000                  2.59%

    Common                Hong-Kee Lee                    190,000                  0.40%
                                                       ----------                 ------

     Total                                              8,201,730                 17.22%

<FN>
(1)  Percentage  of  ownership  is based on shares of Common  Stock  issued  and
outstanding as of December 31, 2003.
(2)  At this  time the  Company  is  treating  the  Company's  shareholders  who
received  shares  as a result  of the KSign  Co.  Ltd.  acquisition  all of whom
together  received a total of 32,800,000 shares of the Company's common stock in
exchange for KSign Co., Ltd.'s assets,  as being part of the group  beneficially
owned by the current Control Group.
</FN>
</TABLE>


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

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

CERTAIN BUSINESS RELATIONSHIPS
------------------------------

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




                                       42
<PAGE>






ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c)  The index of exhibits

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

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

     32.1      Section 1350 Certification by Chief Executive Officer

     32.2      Section 1350 Certification by Chief Executive Officer








                                       43
<PAGE>






                                   SIGNATURES
                                   ----------

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

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


                            KSign International, Inc.
                            -------------------------
                              a Nevada corporation

Date:  November 29, 2004

By: /s/ Seoung-Rag Choi
   --------------------
   Seoung-Rag Choi, President

By: /s/ Hong-Kee Lee
   -----------------
   Hong-Kee Lee, Chief Financial Officer































                                       44