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

                                   FORM 10-KSB

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
            Act of 1934 for the fiscal year ended September 30, 2003

                        Commission file number: 333-81520

                            MEDIATELEVISION.TV, INC.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                    98-0361568
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)

             1904 WEST 16TH AVENUE, SUITE 1, VANCOUVER, BC, V6J 2M4
                    (Address of principal executive offices)

                                 (604) 732-4804
                           (Issuer's telephone number)

Securities Registered pursuant to section 12(b) of the Act:    None

Securities Registered pursuant to section 12(g) of the Act:    Common stock par
                                                               value $0.001 per
                                                               share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes      X                 No
    --------------            --------------

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

State issuer's revenues for its most recent fiscal year.      $0

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of January 13, 2004.        n/a

Number of outstanding shares of the registrant's par value $0.001 common stock,
as of January 13, 2004.                   2,431,462





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                            MEDIATELEVISION.TV, INC.
                                   FORM 10-KSB
                                      INDEX

                                                                            Page
                                                                            ----
                                     Part I

Item 1.       Business.........................................................3

Item 2.       Properties......................................................11

Item 3.       Legal Proceedings...............................................12

Item 4.       Submission of Matters of a Vote of Security Holders.............12

                                     Part II

Item 5.       Market for Registrant's Common Equity and Related Stockholder
              Matters.........................................................12

Item 6.       Management's Discussion and Analysis of Financial
              Condition and Results of Operation..............................13

Item 7.       Financial Statements and Supplementary Data.....................22

Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.............................22

                                    Part III

Item 9.       Directors and Executive Officers of the Registrant..............23

Item 10.      Executive Compensation..........................................24

Item 11.      Security Ownership of Certain Beneficial Owners and Management..25

Item 12.      Certain Relationships and Related Transactions..................26

                                     Part IV

Item 13.      Exhibits, Financial Statement Schedule and Reports on Form 8-K..27

Item 14.      Controls and Procedures.........................................29

Signatures    ................................................................29

                                       2


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                                     Part I

ITEM 1.  BUSINESS

When used in this Form 10-KSB, the words "expects," "anticipates," "estimates"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to risks and uncertainties, including those set
forth below under "Risks and Uncertainties," that could cause actual results to
differ materially from those projected. These forward-looking statements speak
only as of the date hereof. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any statement is based. This discussion should be read together with the
financial statements and other financial information included in this Form
10-KSB.

History and Development
-----------------------

Mediatelevision.tv, Inc, (the "Company") is a development stage company
incorporated under the laws of the State of Delaware on October 11, 2000. The
Company's efforts have been principally devoted to the business of producing,
acquiring, and syndicating episodic series designed especially for the Internet.

The concept behind the Company is based on the assumption that over the next few
years, as the Internet grows in its capacities and as the worldwide penetration
of bandwidth increases, the demand for original video programming designed
especially for the Internet will increase. The Company believes commercial
opportunity exists for companies that specialize in the production or
distribution of episodic video that meets today's demands of the Internet.

As a distribution company, and as the link between today's content producers and

content exhibitors, the Company intends to develop sustainable business models
which incorporate the exhibition of video on the Internet. The Company intends
to include as part of these revenue models product placement, advertising,
syndication, e-flyers and more. The Company also intends to use its experience
creating and producing Internet series as a platform for creating proprietary
software for various aspects of streaming video production and syndication.

Background:  The Streaming Content Industry
-------------------------------------------

Streaming may be characterized as a client-side playback of time-based media
that originates on a server. Streaming media is sound and pictures that are
transmitted on the Internet in a streaming or continuous fashion, using data
packets. Streaming video is a sequence of moving images that are sent in
compressed form over the Internet and exhibited to the viewer as they arrive.
Streaming allows a steady flow of media data from the server to the client,
allowing viewing or listening to begin seconds after a stream is demanded.
Effective reception of streaming media requires some form of broadband
technology such as cable modem or DSL.

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A streamed file is simultaneously downloaded and viewed, but leaves behind no
physical file on the viewer's machine. This allows the content owner control
over the dissemination of the content, and allows the content owner to restrict
access to the content to person who are connected to the server and receiving
the stream. Restricting access may reduce the amount of pirating and
unauthorized exploitation of the content.

To access streaming media, a viewer needs a player, which is a program that
uncompresses and sends video and audio data to the viewer's computer. Major
streaming media technologies include RealSystem G2 from RealNetwork, and
Microsoft Windows Media.

The Company believes that the Internet is establishing itself as a leading
communications tool as well as an entertainment medium. Statistics show that the
Internet is growing in popularity worldwide. The Company believes that broadband
access is creating new media opportunities. Based on our observations of the
Internet and of digital media that is available through other mediums, the
Company believes that there is a growing demand for media which allows viewers
to inquire, discuss, argue, play, shop, critique, investigate and inform.

Syndication companies have traditionally made it possible for comics, articles,
photos and television shows to reach new audiences. Syndication has been a
fundamental way to distribute content on radio, television and newspapers for
decades. Recently, companies like Screaming Media and iSyndicate have built on
the traditional syndication model to distribute text, images and audio over the
Internet. The Company believes that opportunities exist for the syndication of
video over digital networks.

Based on the Company's own observations and based on conversations with clients,
the Company believes that digital media is becoming an essential communication
tool for many organizations. Many producers and exhibitors of entertainment
products seem to be including an Internet component in their production and
marketing plans. The Company assumes that, as opposed to the more generic
television audience, the Internet audience has individual niches, demographics,
and expectations therefore content for the Internet should be designed with
niche audiences in mind. The Company believes that video content for the
Internet can maximize communication and commerce potential by including
interactive elements. Because the management of Mediatelevision.tv, Inc. is
young, and in daily contact with other young people in the media business, the
Company has decided to position itself to target a younger audience, especially
the audience in the 18 - 35 age range. The Company assumes that this market
exists based on anecdotal evidence. Due to the youth of the Company's management
and the expertise of management in areas associated with younger audiences, the
Company is confident it will be able to create and acquire media that appeals to
a younger audience.

The Company specializes in designing shows for the Internet, and intends to work
with television production companies and other producers of entertainment to
help them ensure that the Internet potential of their brand is exploited for
maximum revenues.

By forging relationships with content creators, the Company intends to make
available to web sites a selection of streaming video, animation and other forms
of moving images. The Company also intends to make some of these products
available to brand managers for product placement, sponsorship and branding.

                                       4





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The Internet industry, the film industry and the music industry have been
struggling with ways in which to converge technology and entertainment to create
a business model that combines the traditional forms of entertainment while
maximizing interactive features of the Internet. The Company intends to work
towards creating digital media solutions which allow effective communication
between digital content creators and viewers.

Production Services
-------------------

The Company designs and produces digital media such as websites, streaming
video, flash movies, banners and audio files; and assists clients in creating a
strategy for promoting their brand, product or services using digital media.

The Company works with an experienced team of people capable of producing video
especially designed for viewing on the Internet. From concept to delivery, the
Company is responsible for all aspects of digital video production, including
developing the brand, providing all equipment, putting together the team, and
completing all photography, post-production and compression. For these services,
the Company relies on subcontractors at the moment and possibly full-time
employees in the future as permitted depending on cash flows.

The Company is currently marketing its production services and is in discussions
with a company for a contract for the production of customized streaming video.

Distribution Services
---------------------

The Company has distribution services available for content producers who want
to syndicate their content throughout the Internet - this includes television
production companies, television networks, websites and independent producers.
As a distributor, the Company works with a production company to create a web
version of an established television series, and in some cases will pre-sell a
series package (10 or more episodes). In addition to selling product directly to
other sites, the Company can assist other companies in selling their streaming
video on a pay-per-view basis to an established viewer base.

The Company is currently testing the market to determine what types of streaming
video content is most likely to be licensed by websites. The types of product
which are being testing include extreme sports clips, animated series, comic
strips and magazine type video shows.

Television And Film Finance
---------------------------

The Company intends to leverage pre-sales agreements that it hopes to arrange
for television shows and access interim financing through a network of
investors. The potential exists to have access to gap financing and interim bank
financing. Also, being located in Vancouver may allows for access to numerous
grants, loans and tax incentives available for production filmed in Canada. The
Company intends to work with production companies and other distribution
companies to help put together the many elements that need to be combined for
the successful financing of a media project. For these services, the Company
receives consulting fees, a percentage of revenues, and certain distribution and
ancillary rights.

                                       5





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Content For Licensing
---------------------

Current Projects
----------------

The Company has been developing the prototypes for all of its in house series,
beginning with FashionFreakz. The main target market of all of the Company's
shows is people who surf the Internet on a daily basis who have a few minutes to
spare for some entertainment. Each show also appeals to a niche audience.
FashionFreakz, although set in Vancouver, is designed to appeal to audiences
around the world. The Company intends as its target market, people who have
high-bandwidth Internet access.

FashionFreakz
-------------

FashionFreakz is the Company's first Internet series produced in house. Ten
episodes have been completed. Each episode is between 3 and 8 minutes and is
encoded for the Internet using Windows Media technology. The show is designed
for an Internet audience. The Company also has the capabilities to web cast an
event live.

EVENTS. FashionFreakz covers local Vancouver fashion events that garner local
press attention such as the M.A.C. Viva Glam Garden Party, Sensations, and the
opening party and fetish fashion show for the Showcase television series KINK.
Sometimes the Company is paid to cover an event such as the episode created for
RaHouse Clothing for their summer fashion and dance party extravaganza.

OTHER FORMATS. In addition to making the series available for streaming on the
Internet via Windows Media technology, other formats are also being created,
several of which will be available for purchase in the Company's online store.
These include a DVD, CD-Rom and VHS formats of the show. The Company is also
looking into new and developing technologies for streaming video.

TELEVISION SERIES. The Company believes that FashionFreakz has the potential as
a television series and is currently contacting North American broadcasters to
negotiate broadcast license agreements. If the Company is successful in
exhibiting FashionFreakz on television, it expects to receive revenues from the
broadcast license, from the increased traffic on its website, and from the
increased value of the FashionFreakz brand which could result in increased
merchandising revenues.

MARKETING. The Company's marketing plan for the show includes flyers, emails,
co-branding with other sites, links on the Internet, publicity, parties, posters
and merchandise. FashionFreakz has received positive press coverage in magazines
and newspapers in Vancouver. The Company continues to negoitate with other
websites for exhibition of the first ten episodes of FashionFreakz and is
looking for advertisers to incorporate into the streaming video. The Company has

                                       6

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a banner that it tries to put up at any events covered. The Company gives out
flyers to people at the shows covered and distributes flyers in clothing stores
and record stores throughout Vancouver. If the Company is able to establish the
name and brand of FashionFreakz in Vancouver, expansion to other cities is
planned.

Websites
--------

Mediatelevision.tv will have the right to control the websites for many of the
shows which it produces or distributes. The Company is building the
infrastructure to support all of the websites which it controls. T he websites
are designed to maximize revenue opportunities, including banner ads,
directories, eflyers, pop up and other advertising, and data mining.
Www.fashionfreakz.com is the first ancillary website the Company has built.

Branding
--------

The Company's intention is to establish a brand that has value in many different
forms of media for every series that it creates and it intend to approach
broadcasters to create television shows out of brands that the Company develops.
The Company believes that it will be successful in arranging broadcast licenses
for one in every ten series that it produces. The Company also intends to
exploit ancillary rights of each brand such as publishing and merchandising, by
partnering with established companies in those areas. In most cases, the Company
will own the exclusive copyright and all ancillary rights for all of the series
produced, and brands created.

Other Series In Development
---------------------------

The Company is using the templates, marketing materials, contracts and revenue
plan that were created for FashionFreakz as a basis for developing other shows.
Other programs in development include a health show, a travel show, a social
issues show and a music show.

Product Placement, Advertising And Sponsorship
----------------------------------------------

The Company intends to build alliances with advertising companies, product
placement agencies, and telecommunications and technology companies to maximize
revenue opportunities for clients. From product placement to building a consumer
database, the Company intends to develop and actualize plans for clients to find
innovative ways to generate real revenue from their streaming video assets.

Proprietary Software
--------------------

The Company plans to build an online store which will offer e-commerce and
promotional services. The copyright for the store and to all of the software
that is produced as a result will be wholly owned by the Company. The store will
offer low cost services to small and medium sized businesses to enable them to
sell and promote products and services through the Company's web sites. The
store will be designed so that information regarding the products and services
can be uploaded directly by the client, including product name, description,
picture, attributes, maximum quantity, price, logo, and a store description. The
Company plans to allow clients to apply online for its e-commerce services and
all information will be stored in a proprietary database built in-house. The
User shopping experience created includes allowing consumers to add and remove
products from a basket, charge purchases to either American Express, VISA or
Mastercard, set attributes for each product, and view products through a menu of
categories or through a selection of stores.

                                       7

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The Company intends to use its experience in creating and producing Internet
series as a platform for creating proprietary software for various aspects of
streaming video production and syndication. The Company intends to develop
software with templates for authoring interactive episodic shows for the
Internet that will allow it to simultaneously publish interactive shows to
various platforms, such as WAP enabled devices, the Internet and other handheld
devises, and automatically include sponsorship, advertising and interactive
features. The Company intends to include media management features in the
software which it develops.

Marketing
---------

The Company intends to develop alliances and associations to add to current
agreements that may provide access to a dynamic, current and diverse selection
of streaming and interactive video. Strategic marketing plans will be developed
for each of the projects and shows which the Company is currently developing or
distributing. Typically, the marketing plan for a show will be based around
hosting parties and gala fashion events in Vancouver that fund themselves, and
publicity through the parties and through press contacts that have been
developed. To market Mediatelevision.tv, Inc. as a distribution company, the
Company intends to advertise in industry magazines and newspapers such as the
Hollywood Reporter, Variety, Playback magazine and Screen International. The
Company also plans on attending trade conventions at which television series are
bought and sold, such as the North American Television Producers Association
(NATPE) market in Las Vegas, Nevada, the American Film Market (AFM) in Los
Angeles, California, MIP-TV in Cannes, France, MIF - the Cannes International
Film Festival and Market, the National Association of Broadcasters (NAB) market
in Las Vegas, Nevada and MIPCOM in Cannes, France.

The Company completed creation of a CD-ROM to serve as a digital portfolio. The
CD was created using Macromedia Flash 5.0. The portfolio features different
examples of media the Company has created. Categories of digital media include
websites, streaming video, flash movies, banners and audio files. Other services
the Company offers include digital compression, brand development and digital
media strategy. The Company intends to promote its digital media products and
services through independent sales agents.

New Products Or Services
------------------------

Other than the web services the Company is planning to provide to the fashion
industry through FashionFreakz, there are no new products or services announced
or planned to be announced to the public.

                                       8

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Competition
-----------

Once the Company begins offering products or licenses the main, existing and
potential competitors for content syndication and distribution, digital media
production, and creation of interactive software and revenue models will
include:

         o        syndication companies which distribute content on the
                  Internet, such as Yellowbrix.com, Screamingmedia.com,
                  Isyndicate.com, Newsedge.com and Mondo Media, which is
                  syndicating 12 weekly animated series to 30 distribution
                  partners including Netscape, Netcentre, NBCi and Entertaindom;

         o        streaming video content aggregators such as Video Networks
                  Inc., Eveo, CinemaNow and AtomFilms;

         o        streaming video communities such as 120seconds.com and
                  heavy.com;

         o        application infrastructure providers such as Loudeye
                  Technologies, Netnation and RealNetworks;

         o        television and film distribution companies such as Hearst
                  Entertainment, New Line Television, and SPI International; and

         o        production companies including Hollywood studios and major
                  independents such as Alliance-Atlantis.

Competitive Position
--------------------

The Company believes that the quality, format, and production budgets of the
video content that is appropriate for the Internet today is substantially
different from what is required for programming currently produced and licensed
for television. The content for the Internet should be more edgy than
television, since it speaks to a younger audience and the demand for Internet
shows is more varied and more niche orientated. The Company has been careful to
keep costs down by limiting the number of employees and keeping crews for the
production of digital media smaller in number than crews usually required for
television production. The crew for the production of Fashionfreakz, for
example, required only four or five people. This is because each person is able
to provide several functions and because simple and effective production
techniques are used. The director of Fashionfreakz also does the sound
recording, and all post production. The hostess of Fashionfreakz usually does
her own costume design, hair and makeup. The show is shot using digital cameras,
which is much cheaper than shooting on film. These cost saving measures enable
the Company to provide digital production services at a competitive rate. The
Company believes that its low low production costs for video created in-house,
such as Fashionfreakz, will allow for a break point sooner than more expensive
productions.

Many of the members of the Company's production teams and many of the other
independent contractors hired by the Company work from home, and most of them
use their own equipment and computers to create media or to provide other
services. The Company hopes that this will allow it to scale up infrastructure
if it is able to secure more contracts to produce digital media or if licensing
agreements allow the creation of more content in house. The Company believes
that in today's volatile market place, it is essential to have an easily scaled
infrastructure.

                                       9

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Mediatelevision's objective is to develop profitable business models for
distributing entertainment. The Company believes that over the next few years,
web sites will find an increasing demand for streaming video and other moving
image content as high bandwidth penetration increases. Also, advertising
companies and brand managers are looking for ways to use the Internet which go
beyond simple banner advertising. By focusing on all the elements involved in
the exhibition of streaming video on the Internet, the Company will develop an
expertise in that niche which will give it a competitive edge over television
distribution companies, whose management is accustomed to dealing with bigger
budget shows and wider audiences, and over content syndicators whose focus is on
delivering news items in the form of text and photos.

In addition to providing product to web sites, with each show a brand is being
creating with a potential franchise. The value created in these brands may
provide the Company with additional revenue streams such as ancillary rights,
merchandise sales and television broadcast licenses.

The Company believes that off line entertainment companies will be looking for
companies to partner with to forge into the Internet marketplace. By offering
expertise and services designed to bridge the gap between traditional
entertainment and the Internet, the Company will be targeting off line
entertainment companies.

Intellectual Property
---------------------

The Company owns the copyright in all of the series which it produces. The
Company controls the domain names www.fashionfreakz.com and
www.mediatelevision.tv. A registered trademark application for Fashionfreakz.com
has been filed with the US Patent and Trademark Office.

Legislation And Government Regulation
-------------------------------------

Laws and regulations directly applicable to Internet communications, commerce
and advertising are becoming more prevalent. In addition to recent laws enacted
by the United States Congress regulating children's privacy, copyrights and
taxation, Mediatelevision.tv, Inc. is subject to rules and regulations around
the world which effect the business of the Internet. Also, because the Company
carries on business in Canada, it is subject to laws regarding employment, taxes
and other regulatory issues for its Canadian operations.

The European Union recently enacted its own privacy regulations that may result
in limits on the collection and use of certain user information. The laws
governing the Internet, however, remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and how existing laws such as those governing intellectual property, privacy,
libel and commerce may prompt calls for more stringent consumer protection laws,
both in the United States and abroad, that may impose additional burdens on
companies conducting business on the Internet. Furthermore, the Federal Trade

                                       10

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Commission has recently investigated the disclosure of personal identifying
information obtained from individuals by Internet companies. Evolving areas of
law that are relevant to our business include privacy law, proposed encryption
laws, content regulation and sales and use tax. For example, changes in
copyright law could require the Company to change the manner in which it
conducts business or increase the costs of doing business. Because of this
rapidly evolving and uncertain regulatory environment, it cannot be predicted
how these laws and regulations might affect the business. In addition, these
uncertainties make it difficult to ensure compliance with the laws and
regulations governing the Internet. These laws and regulations could harm the
Company by subjecting it to liability or forcing it to change how it does
business.

Research And Development
------------------------

To date, the Company has not undergone any research and development, except as
required to build its websites and Internet series, and some inquiries to help
determine for which type of streaming video content distribution rights should
be acquired.

Environmental Law Compliance
----------------------------

To the extent which environmental compliance may be necessary, the Company does
not anticipate any significant compliance expense.

Employees
---------

The Company has no significant employees. The Company's President, Penny Green,
works approximately 10 hours a week for the Company. The Company also engages
independent contractors in the areas of web maintenance, bookkeeping,
accounting, sales, business development and legal services. None of the
employees are represented by a collective bargaining unit, and the Company
considers relations with employees and contractors to be good.

ITEM 2.  PROPERTIES

(a) Real Estate                             None

(b)  Computer and Office Equipment          None

Real Property
-------------

The Company currently shares offices with Bacchus Entertainment Ltd., and
receives use of the office facilities at 1904 West 16th Avenue, Suite 1,
Vancouver, BC V6J 2M4 at no rental charge. Expenses for telephone, fax and
Internet connectivity are shared with Bacchus.

                                       11

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ITEM 3.  LEGAL PROCEEDINGS

The Company is not aware of any pending or threatened legal proceedings against
Mediatelevision.tv, Inc. or any of its properties or subsidiaries.

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

No matters were submitted during the fiscal year covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.

                                     Part II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The Company's Common Shares are not currently quoted. The Company is not
aware of any established trading market for its Common Stock nor is there any
record of any reported trades in the public market in recent years. The
Company's Common Stock has never traded in a public market.

If and when the Company's Common Stock is traded, most likely the shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as
the "penny stock" rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a5l-l of the Exchange Act. The Commission
generally defines penny stock to be any equity security that has a market price
less than $5.00 per share, subject to certain exceptions. Rule 3a5l-l provides
that any equity security is considered to be a penny stock unless that security
is: registered and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on the NASDAQ Stock
Market; issued by a registered investment company; excluded from the definition
on the basis of price (at least $5.00 per share) or the issuer's net tangible
assets; or exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will be subject to
additional sales practice requirements on broker-dealers who sell penny stocks
to persons other than established customers and accredited investors, generally
persons with assets in excess of $1,000,000 or annual income exceeding $200,000,
or $300,000 together with their spouse. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such securities and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document relating to the penny stock market. A
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stocks held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell their shares.

                                       12

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(b) As of January 13, 2004, the Company had approximately 56 shareholders of
record of the common stock.

(c) No dividends on outstanding common stock have been paid within the last two
fiscal years, and interim periods. The Company does not anticipate or intend
upon paying dividends for the foreseeable future.

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

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock".

Overview
--------

Mediatelevision.tv, Inc, is a development stage company whose efforts have been
principally devoted to the business of producing, acquiring, and syndicating
episodic series designed especially for the Internet.

The Company anticipates that its business will incur significant operating
losses in the future. At this time, the Company believes that its success
depends on its ability to build a selection of quality content available for
distribution on the Internet.

As of September 30, 2003, the Company had a cash balance of $125. The
Company's existence is dependent upon management's ability to develop profitable
operations and resolve it's liquidity problems. Management anticipates the
Company will attain profitable status and improve its liquidity through the
continued developing of its products, establishing a profitable market for the
Company's products and additional equity investment in the Company.

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In order to improve the Company's liquidity, the Company is actively pursuing
additional equity financing through discussion with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flow continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

FISCAL YEAR 2003 AS COMPARED TO FISCAL YEAR 2002

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

During the year ended September 30, 2003 and September 30, 2002, the Company
received no revenues from operations and incurred expenses of $16,646 compared
to $67,454 for the previous period. The expenses stem from general,
administrative and development expenses relating to the development of the
Company's websites and administrative fees.

The Company intends to continue negotiating with a large media company for
licensing of episodes of Fashionfreakz.com. The Company has also been
negotiating with several content producers regarding acquiring their content for
distribution by the Company. These alliances may involve significant amounts of
intangible assets, or non-cash charges that may affect operating results over
the next several fiscal periods.

The Company has been negotiating with companies to build marketing alliances.
These alliances may involve significant amounts of intangible assets, or
non-cash charges that may affect operating results over the next several fiscal
periods.

The Company sustained a net losses of $16,646and $ 63,814 for the year
ended September 30, 2003 and the period ended September 30, 2002, respectively.

As of September 30, 2003, we had a deficit in working capital of approximately
$50,000. We intend to continue to make financial investments in marketing,
content, technology and website development. The Company expects to have
revenues from digital production services within the next quarter. We have
entered into various license agreements and strategic alliances in order to
build our audience, provide content, and generate on-line traffic, and generate
revenue through on-line sales of products and services. We expect that we will
continue to enter into such arrangements.

We have been negotiating with companies to build marketing alliances. These
alliances may involve significant amounts of intangible assets, or non-cash
charges that may affect our operating results over the next several fiscal
periods.

                                       14

<PAGE>

Liquidity

At September 30, 2003, the Company had total current assets of $1,150 and
total liabilities of $51,318. As of September 30, 2003, the Company had an
accumulated deficit of approximately $144,264 as compared to $127,618 at
September 30, 2002. The Company intends to continue to make financial
investments in marketing, content, technology and website development.

The Company's independent certified public accountants have stated in their
report that the Company has incurred operating losses since inception, and that
the Company is dependent upon managements ability to develop profitable
operations. These factors among others may raise substantial doubt about the
Company's ability to continue as a going concern.

As a result of the Company's operating loss of $144,264 from its inception on
October 11, 2000 through September 30, 2003, the Company incurred a cash flow
deficit of $60,495 from operating activities, adjusted principally for
depreciation and amortization of $480,equity based compensation of $32,943, and
accounts payable and accrued liabilities of $43,719. The Company met its cash
requirements during this period through the receipt of $21,231 of cash advanced
from related parties , as well as $40,222 received in exchange for the sales of
the Company's common stock in a private placement to sophisticated investors

While the Company has raised capital to meet its working capital requirements in
the past, additional financing is required, in order to meet current and
projected cash flow deficits from operations. The Company plans to seek
financing in the form of equity and debt. The Company believes that once it goes
fully reporting and obtains a listing, it will be able to attain sufficient
equity financing through the sale of its securities in order to continue its
current level of operations. Until that time, the Company's President will be
deferring any cash compensation, as will the Company's attorney. The Company
will continue to engage outside contractors and consultants who are willing to
be paid in stock rather than cash, which will mitigate the Company's deficiency
in liquidity. Expenses incurred which cannot be paid in stock, such as Auditors
fees, will be paid through shareholders loans from the Company's President until
such time as the Company can raise sufficient equity financing.

                                       15

<PAGE>

As the Company continues to expand, the Company will incur additional costs for
personnel. In order for the Company to attract and retain quality personnel,
management anticipates it will continue to offer competitive salaries, issue
common stock to consultants and employees, and grant Company stock options to
current and future employees.

The effect of inflation on the Company's revenue and operating results was not
significant. The Company's operations are located primarily in Canada and there
are no seasonal aspects that would have a material effect on the Company's
financial condition or results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The adoption of FASB interpretation
no. 46 will not have a material impact on the Company's results of operations or
financial position.

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.


In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.

                                       16

<PAGE>

Discussion and Analysis of Financial Condition
----------------------------------------------

FUTURE PROSPECTS: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources, and competitive disadvantage to other public or
semi-public issuers.

REVERSE ACQUISITION CANDIDATE: The Company is not currently searching for a
profitable business opportunity. This contingency is disclosed for the
possibility that the Company's intended business might fail. The Company is not
presently a reverse acquisition candidate. Should the Company's business fail,
management does not believe the Company would be able to effectively, under
current laws and regulations, attract capital, and would be required to seek
such an acquisition to achieve profitability for shareholders.

Factors That May Affect Future Results and Market Price of Stock.
-----------------------------------------------------------------

The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.

                                       17

<PAGE>

NO OPERATING HISTORY; POTENTIAL OF INCREASED EXPENSES.

The Company was organized in 2000, and has no operating history upon which an
evaluation of its business and prospects can be based.

There can be no assurance that the Company will be profitable on a quarterly or
annual basis. In addition, as the Company expands its business network and
marketing operations it will likely need to increase its operating expenses,
broaden its customer support capabilities, and increase its administrative
resources.

POSSIBLE NEED FOR ADDITIONAL FINANCING.

It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If they are not, there can be no assurance that any
required capital will be obtained on terms favorable to the Company. Failure to
obtain adequate additional capital on favorable terms could result in
significant delays in the expansion of new services and market share and could
even result in the substantial curtailment of existing operations and services
to clients.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS.

As a result of the Company's lack of operating history and the emerging nature
of the market in which it competes, the Company is unable to forecast its
revenues accurately. The Company's current and future expense levels are based
largely on its investment/operating plans and estimates of future revenue and
are to a large extent based on the Company's own estimates. Sales and operating
results generally depend on the volume of, timing of, and ability to obtain
customers, orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.

The Company may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall or delay. Accordingly, any significant
shortfall or delay in revenue in relation to the Company's planned expenditures
would have an immediate adverse affect on the Company's business, financial
condition, and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service, or marketing decisions that could have a material adverse effect on the
Company's business, financial condition, operating results, and cash flows.

                                       18

<PAGE>

DEVELOPING MARKET; ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE JUST NOW
BEING PROVEN.

The Company's long-term viability is substantially dependent upon the continued
widespread acceptance and use of the Internet as a medium for business commerce,
in terms of the sales of both products and services to businesses and
individuals. The use of the Internet as a means of business sales and commerce
has only recently reached a point where many companies are making reasonable
profits from their endeavors therein, and there can be no assurance that this
trend will continue.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow or
stop the growth of the Internet as a viable medium for business commerce.
Moreover, critical issues concerning the commercial use of the Internet
(including security, reliability, accessibility and quality of service) remain
unresolved and may adversely affect the growth of Internet use or the
attractiveness of its use for business commerce.

The failure of the necessary infrastructure to further develop in a timely
manner, or the failure of the Internet to continue to develop rapidly as a valid
medium for business would have a material adverse effect on the Company's
business, financial condition, operating results, and cash flows.

UNPROVEN ACCEPTANCE OF THE COMPANY'S SERVICES AND/OR PRODUCTS.

The Company is still in its development stage. As a result, it does not know
with any certainty whether its services and/or products will be accepted within
the business marketplace. If the Company's services and/or products prove to be
unsuccessful within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's financial
condition, operating results, and cash flows.

DEPENDENCE ON KEY PERSONNEL.

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and directors. The Company
intends to hire additional technical, sales, and other personnel as they move
forward with their business model. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical
employees, or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of the services of
any of the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel could have a material adverse
effect upon the Company's business, financial condition, operating results, and
cash flows. The Company does not currently maintain "key man" insurance for any
of its key employees.

                                       19

<PAGE>

LIABILITY FOR INFORMATION DISPLAYED ON THE COMPANY'S INTERNET WEB SITES.

The Company may be subjected to claims for defamation, negligence, copyright, or
trademark infringement and various other claims relating to the nature and
content of materials it publishes on its Internet Web site, or those set up for
its clients. These types of claims have been brought, sometimes successfully,
against online businesses in the past. The Company could also face claims based
on the content that is accessible from its own, or its clients' Internet Web
sites through links to other Web sites.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET.

The success of the Company's business depends, in part, on continued acceptance
and growth in the use of the Internet for business commerce and would suffer if
Internet usage does not continue to grow. Internet usage may be inhibited for a
number of reasons, such as:

o        Inadequate network infrastructure.
o        Security concerns.
o        Inconsistent quality of service.
o        Lack of available cost-effective, high-speed service.
o        The adoption of new standards or protocols for the Internet.
o        Changes or increases in government regulation.

Online companies have experienced interruptions in their services as a result of
outages and other delays occurring due to problems with the Internet network
infrastructure, disruptions in Internet access provided by third-party providers
or failure of third party providers to handle higher volumes of user traffic. If
Internet usage grows, the Internet infrastructure or third-party service
providers may be unable to support the increased demands which may result in a
decline of performance, reliability or ability to access the Internet. If
outages or delays frequently occur in the future, Internet usage, as well as
usage of the Company's Internet Web-sites, could grow more slowly or decline.

RELIANCE ON OTHER THIRD PARTIES.

The Company's and its clients' operations may depend, to a significant degree,
on a number of other third parties, including but not limited to ISPs. The
Company has no effective control over these third parties and no long-term
contractual relationships with any of them. From time to time, the Company
and/or its clients could experience temporary interruptions in their Internet
Web-site connections and related communications access. Continuous or prolonged
interruptions in the Internet Web-site connections or communications access
would have a material adverse effect on the Company's business, financial
condition and results of operations. Most agreements with ISPs place certain
limits on a company's ability to obtain damages from the service providers for
failure to maintain the company's connection to the Internet.

                                       20

<PAGE>

COMPETITION.

The business of online entertainment is very competitive and the Company
believes such competition will continue to grow and intensify. In addition to
competition on the Internet, the Company faces competition from new forms of
digital entertainment distribution such as DVDs. The Company also competes with
other forms of leisure for consumer spending, such as sports.

The Company will be competing with more established on-line entertainment
distribution companies. These competitors may include major music labels, movie
studios, major technology companies, as well as established on-line companies.
Many of these competitors have substantially greater access to capital, greater
financial, technical, marketing, sales and distribution resources, and more
experience in distribution of on-line entertainment and in the production of
entertainment. Some of the Company's competitors for content distribution are:
Screaming Media Inc., which is in the business of content aggregation and
distribution, iSyndicate, a provider of syndication solutions and content, and
Atom Films Inc., which is in the business of distributing short films.

RISKS OF POTENTIAL GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES RELATING
TO THE INTERNET.

The Company is not currently subject to direct federal, state, or local
regulation in the United States and Canada other than regulations applicable to
businesses generally or directly applicable to electronic commerce. However,
because the Internet is becoming increasingly popular, it is possible that a
number of laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content, and quality of products and services, taxation, advertising,
intellectual property rights and information security. Furthermore, the growth
of electronic commerce may prompt calls for more stringent consumer protection
laws. The adoption of such consumer protection laws could create uncertainty in
Internet usage and reduce the demand for all products and services.

In addition, the Company is not certain how its business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption, and other intellectual property issues, taxation, libel,
obscenity, and export or import matters. It is possible that future applications
of these laws to the Company's business could reduce demand for its products and
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.

Because the Company's services will likely be available over the Internet in
multiple states, and possibly foreign countries, other jurisdictions may claim
that the Company is required to qualify to do business and pay taxes in each
state or foreign country. The Company's failure to qualify in other
jurisdictions when it is required to do so could subject the Company to
penalties and could restrict the Company's ability to enforce contracts in those
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the Company's business may have a material
adverse affect on its business, results of operations and financial condition.

                                       21

<PAGE>

INTELLECTUAL PROPERTY RIGHTS.

As part of its confidentiality procedures, the Company expects to enter into
nondisclosure and confidentiality agreements with its key employees, and any
consultants and/or business partners and will limit access to and distribution
of its technology, documentation, and other proprietary information.

Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.

It is possible that the scope, validity, and/or enforceability of the Company's
intellectual property rights could be challenged by other parties, including
competitors. The results of such challenges before administrative bodies or
courts depend on many factors which cannot be accurately assessed at this time.
Unfavorable decisions by such administrative bodies or courts could have a
negative impact on the Company's intellectual property rights. Any such
challenges, whether with or without merit, could be time consuming, result in
costly litigation and diversion of resources, and cause service or product
delays. If such events should occur, the Company's business, operating results
and financial condition could be materially adversely affected.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is included as a separate Exhibit to this report.
Please see pages F-1 through F-18.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

In connection with the audits of the most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with their report to the subject matter of the
disagreement(s).

                                       22

<PAGE>

                                    Part III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) The following table sets forth the name, age, and position of the executive
officers and directors of the Company as of January 13, 2004. The directors were
appointed until the Company's next annual general meeting or until a successor
is elected and qualifies to be a director of the Company:

Name               Age     Title                                          Term
----               ---     -----                                          ----

Penny Green        32      President, CEO, sole Director                  Annual

The following table sets forth the portion of their time the Officers and
Directors devote to the Company:

Penny Green                25%

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and is qualified. The term of office
for each officer of the Company is at the pleasure of the board of directors.

The board of directors does not have a nominating committee. Therefore, the
selection of persons or election to the board of directors was neither
independently made nor negotiated at arm's length.

(b) Identification of Certain Significant Employees.

There are currently no significant employees for the Company.

All strategic matters and critical decisions are handled by the directors and
executive officers of the Company.

(c) Family Relationships.           None

(d) Business Experience.

The following is a brief account of the business experience during the past five
years of each director and executive officer of the Company, including principal
occupations and employment during that period and the name and principal
business of any corporation or other organization in which such occupation and
employment were carried on.

PENNY GREEN, C.E.O, PRESIDENT AND DIRECTOR

Penny Green, has been C.E.O., President and Director of Mediatv since October,
2000 and was developing the concept and business plan for Mediatv for several
years previously. Ms. Green worked as VP, Business Development of
Angelaudio.com, Inc. (OTCBB: AADC), an online music distribution company, from

                                       23

<PAGE>

May, 2000 to September, 2000. From April, 1999 to December, 1999 she worked as
VP, Production and Programming for Payforview.com Corp (OTC.BB.PAYV). From March
1998 to the present, Ms. Green has acted as the President of production,
consulting and finance company Bacchus Entertainment Ltd. Ms. Green was the
Director of International Sales for film distribution company Westar
Entertainment, Inc., a subsidiary of Eclipse Entertainment, Inc. (OTCBB: ECLE)
from February 1998 to November 1998. Ms. Green has a B.A. in English Literature
from the University of Trent and an LL.B. (Bachelor of Laws) from the University
of British Columbia. Ms. Green has also taken courses in continuous disclosure
and taking companies public at Simon Fraser University.

(e)      Directors Compensation

Directors who are also officers of the Registrant receive no cash compensation
for services as a director.

ITEM 10. EXECUTIVE COMPENSATION

Section 16(a) of the Securities Exchange Act of 1934, as amended (The "Exchange
Act"), requires the Registrant's officers and directors, and persons who own
more than 10% of a registered class of the Registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Registrant with copies of all
Section 16(a) that they file.

Some of the officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of their other business and investment activities. Such conflict may require
that the company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

Executive Compensation
----------------------

(a) Cash Compensation.

Compensation paid by the Company for all services provided up to September 30,
2003 to each of its executive officers

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>

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

(a)               (b)      (c)     (d)      (e)                        (f)              (g)

Name and          Year     Salary  Bonus    Other                      Restricted       Securities
Principal                  ($)     ($)      Annual                     Stock            Underlying/
Position                                    Compensation               Awards           Options
                                            ($)                        ($)              (#)

<S>                 <C>      <C>              <C>                        <C>              <C>
Penny Green         2003     0                0                          0                0
President, CEO      2002     0                0                          0                0
and Director        2001     0                0                          0                0

</TABLE>

                                       24

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a) Beneficial owners of five percent (5%) or greater, of the Company's common
stock: No preferred stock is outstanding at the date of this offering. The
following sets forth information with respect to ownership by holders of more
than five percent (5%) of the Registrant's common stock known by the Registrant
based upon 2,431,462 shares outstanding at January 13, 2004.

Title of     Name and Address of               Amount of Beneficial     Percent
Class        Beneficial Owner                  Interest                 of Class
-----        ----------------                  --------                 --------

Common       Thomas Braun (1)(2)                     530,247             21.81%
             702 - 777 Hornby Street
             Vancouver, BC  V6Z 1S2

Common       Penny O. Green (3)                    1,587,303             65.28%
             1904 West 16th Avenue, Suite 1
             Vancouver, BC  V6J 2M4

(1)      500,000 of Thomas Braun's shares are registered in the name of his
         private consulting company Berlin Capital Investments, Inc.

(2)      Through Berlin Capital Investments, Inc., Thomas Braun beneficially
         owns a convertible note, which is convertible into 250,000 common
         shares of the Company. This amount has not been included in the number
         of shares described as being beneficially owned by Mr. Braun.

(3)      Penny O. Green owns 500,000 common shares in her name directly and also
         beneficially owns 1,087,303 common shares owned by Bacchus
         Entertainment Ltd., a company of which she is the sole shareholder.

Other than Penny Green and Thomas Braun, no person beneficially owns more than
5% of the Company's outstanding common stock.

b) The following sets forth information with respect to the Company's common
stock beneficially owned by each Officer and Director, and by all Directors and
Officers as a group, at January 13, 2004.

                                       25

<PAGE>

Title of   Name and Address of                 Amount of                Percent
Class      Beneficial Owner                    Beneficial Interest      of Class
-----      ----------------                    -------------------      --------

Common     Penny O. Green (2)                       1,587,303             65.28%
           1904 West 16th Avenue, Suite 1
           Vancouver, BC  V6J 2M4

           Total as a group                         1,587,303             65.28%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the sale of shares to the Company's officers and directors and the
transactions listed below, there have not been other any transactions between
the Company and officers, directors, persons nominated for these positions,
beneficial owners of 5% of more of common stock, or family members of these
persons. Mediatelevision.tv, Inc. is a partially owned subsidiary of Bacchus
Entertainment Ltd., a company incorporated in British Columbia and 100% owned by
Penny Green, the President of the Company.

                                       26

<PAGE>

Bacchus Entertainment Ltd., an entity controlled by Penny Green, the Company's
President and principal shareholder had advanced $15,512 (calculated after
deducting monies owed by Penny Green to the Company) to the Company as of June
30, 2003 for working capital purposes. On June 30, 2003, Bacchus Entertainment
Ltd. converted its loan for 87,303 common shares of the Company at
a price of approximately $0.18 per share.

Thomas Braun, a principal shareholder of the Company, had advanced $5,525 as of
June 30, 2003 for working capital purposes. On June 30, 2003, Thomas Braun
converted his loan for 30,247 common shares of the Company at a price of
approximately $0.18 per share.

On December 9, 2003, Berlin Capital Investments, Inc ("Berlin Capital"), an
entity controlled by Thomas A. Braun, a principal shareholder of the Company,
lent the Company $25,000.00 at an interest rate of 10% per annum pursuant to a
subordinated note due December 31, 2005 (the "Note"). According to the Note, the
Company must make quarterly interest payments to Berlin Capital in the amount of
$625.00 each payable on March 31, June 30, September 30 and December 31,
beginning on March 31, 2004. Berlin has the option to convert any portion of the
principal amount of the loan outstanding into common stock of the Company at a
price of $0.10 per share. If Berlin Capital exercises its option to convert the
full amount of the loan of $25,000 before any payments are made, it will receive
approximately 250,000 shares of common stock of the Company.

                                     Part IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following documents are filed as part of this Annual Report on Form 10-KSB"

a) Financial Statements and Schedules. The following financial statements and
schedules for the Company as of September 30, 2003 are filed as part of this
report.

         (1)      Financial statements of Mediatelevision.tv, Inc.

                                                                            Page

Independent Auditor's Report for year ended September 30, 2003...............F-3

Consolidated Balance Sheets at September 30, 2003 and 2002                   F-4

Consolidated Statements of Losses for the years ended
September 30, 2003 and 2002 and for the period from
October 11, 2000 (date of inception) to September 30, 2003                   F-5

Consolidated Statements of Deficiency in Stockholders' Equity
for the period from October 11, 2000 (date of inception)
to September 30, 2003                                                  F-6 ~ F-7

Consolidated Statements of Cash Flows for the years ended
September 30, 2003 and 2002 and for the period from
October 11, 2000 (date of inception) to September 30, 2003                   F-8

Notes to Consolidated Financial Statements                             F9 ~ F-18

                                       27

<PAGE>

         (2)      Financial Statement Schedules

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         (3)      Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

Exhibit
Number            Description of Document
------            -----------------------

3.1 (a)           Articles of Incorporation
3.2 (a)           By-laws
99.1              Section 906 Certification of President, Chief Executive
                  Officer and Chief Financial Officer

(a) Included as an Exhibit to Mediatelevision.tv, Inc.'s registration statement
on Form 10-SB filed January 13, 2003.

b) Reports on Form 8-K

No Current Reports on Form 8-K were filed during the year ended September 30,
2003.

                                       28

<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

The Company has established and maintains disclosure controls and procedures
that are designed to ensure that material information required to be disclosed
by Mediatelevision.tv, Inc. in the reports that it files under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Within the 90 days prior to the date of this annual report, under the
supervision and with the participation of Mediatelevision.tv, Inc.'s President,
Chief Executive Officer and Chief Financial Officer, the Company carried out an
evaluation of the effectiveness of the design and operation of disclosure
controls and procedures. Based upon that evaluation, the President, Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective as of the date of such evaluation in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in Mediatelevision.tv,
Inc.'s periodic SEC filings.

There have been no significant changes to the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

SIGNATURES

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

Date:    January 13, 2004          MEDIATELEVISION.TV, INC.

                                   /S/ Penny Green
                                   ---------------
                                   Penny Green
                                   President

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 registrant and
in the capacities and on the dates indicated.

/S/ Penny Green                      Director                   January 13, 2004
---------------------------
Penny Green

<PAGE>

CERTIFICATIONS

I, Penny Green, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Mediatelevision.tv,
     Inc.

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations, and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14 for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions);

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize, and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions, with regard to significant deficiencies and
     material weaknesses.

Date: January 13, 2004

                                        /s/ Penny Green
                                        ------------------------------
                                            Penny Green
                                            President, Chief Executive Officer
                                            and Chief Financial Officer

                                       29

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                           SEPTEMBER 30, 2003 AND 2002

                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                            MEDIATELEVISION.TV, INC.

                                       F-1

<PAGE>

                            MEDIATELEVISION.TV, INC.

                          Index to Financial Statements

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

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           F-3

Consolidated Balance Sheets at September 30, 2003 and 2002                   F-4

Consolidated Statements of Losses for the years ended
September 30, 2003 and 2002 and for the period from
October 11, 2000 (date of inception) to September 30, 2003                   F-5

Consolidated Statements of Deficiency in Stockholders' Equity
for the period from October 11, 2000 (date of inception)
to September 30, 2003                                                  F-6 ~ F-7

Consolidated Statements of Cash Flows for the years ended
September 30, 2003 and 2002 and for the period from
October 11, 2000 (date of inception) to September 30, 2003                   F-8

Notes to Consolidated Financial Statements                             F9 ~ F-18

                                       F-2

<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

Board of Directors
Mediatelevision.tv, Inc.
Vancouver, BC

     We have audited the accompanying consolidated balance sheets of
Mediatelevision.tv, Inc. and its wholly-owned subsidiary (the "Company"), a
development stage company, as of September 30, 2003 and 2002 and the related
consolidated statements of losses, deficiency in stockholders' equity, and cash
flows for the years ended September 30, 2003 and 2002 and for the period from
October 11, 2000 (date of inception) to September 30, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audit.

         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 misstatements. 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 our audits provide a reasonable
basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
September 30, 2003 and 2002, and the results of its operations and its cash
flows for the two years then ended, and from October 11, 2000 (date of
inception), to September 30, 2003, in conformity with accounting principles
generally accepted in the United States of America.

         The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note G to
the financial statements, from its inception the Company has suffered recurring
losses from operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note G. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                    --------------------------------------------
                                    Russell Bedford Stefanou Mirchandani LLP
                                    Certified Public Accountants

McLean, Virginia
January 12, 2004

                                       F-3

<PAGE>
<TABLE>

                                  MEDIATELEVISION.TV, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED BALANCE SHEETS
                                 SEPTEMBER 30, 2003 AND 2002
<CAPTION>

                                                                  2003             2002
                                                              -------------   -------------
<S>                                                           <C>             <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                     $        125    $        327
Prepaid expenses and deposits                                        1,025             877
Advance to related parties (Note D)                                     --           2,496
                                                              -------------   -------------
Total current assets                                                 1,150           3,700

Property and equipment, at cost                                      1,036             887
Less: Accumulated Depreciation                                         546             289
                                                              -------------   -------------
                                                                       490             598
                                                              -------------   -------------

Total Assets                                                  $      1,640    $      4,298
                                                              =============   =============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities                      $     50,512    $     31,664
Advances from shareholders (Note D)                                    806          20,925
                                                              -------------   -------------
Total current liabilities                                           51,318          52,589

COMMITMENTS AND CONTINGENCIES (Note F)                                  --              --

DEFICIENCY IN STOCKHOLDERS' EQUITY (Note B)
Preferred stock, par value $.001 per share; 20,000,000
  shares authorized, none issued and outstanding at
  September 30, 2003 and 2002                                           --              --
Common stock, par value $.0001 per share; 80,000,000 shares
  authorized; 2,431,462 and 2,296,632 shares issued and
  outstanding at September 30, 2003 and 2002, respectively             243             230
Additional paid-in-capital                                         103,959          79,097
Accumulated other comprehensive income:
  Foreign currency translation adjustment                           (9,616)             --
Accumulated deficit during development stage                      (144,264)       (127,618)
                                                              -------------   -------------
Deficiency in stockholders' equity                                 (49,678)        (48,291)
                                                              -------------   -------------
                                                              $      1,640    $      4,298
                                                              =============   =============

             See accompanying notes to audited consolidated financial statements

                                             F-4
</TABLE>

<PAGE>
<TABLE>

                                 MEDIATELEVISION.TV, INC.
                              (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENTS OF LOSSES AND COMPREHENSIVE INCOME (LOSS)
<CAPTION>

                                                                        For the period from
                                                                          October 11, 2000
                                                                        (date of inception)
                                                  For the year ended          through
                                                     September 30,          September 30,
                                                  2003          2002            2003
                                              ------------   ------------   ------------
<S>                                           <C>            <C>            <C>
Costs and Expenses:
  Selling, General and Administrative         $    16,455    $    67,281    $   156,659
   Depreciation                                       191            173            480
                                              ------------   ------------   ------------
Total Operating Expense                            16,646         67,454        157,139

Loss from Operations                              (16,646)       (67,454)      (157,139)

Other Income                                           --          3,640         12,875
Provision for Income Tax                               --             --             --
                                              ------------   ------------   ------------
Net Loss                                      $   (16,646)   $   (63,814)   $  (144,264)
                                              ============   ============   ============
Other Comprehensive Gain (Loss):
   Foreign Currency Translation Gain (Loss)        (9,616)            --         (9,616)
                                              ------------   ------------   ------------
Comprehensive Income (Loss)                   $   (26,262)   $   (63,814)   $  (153,880)
                                              ============   ============   ============
Loss per common share (basic and
assuming dilution) (Note E)                   $     (0.01)   $     (0.03)   $     (0.06)
                                              ============   ============   ============
Weighted average common shares
outstanding                                     2,343,024      2,164,380      2,243,334
                                              ============   ============   ============

           See accompanying notes to audited consolidated financial statements

                                           F-5
</TABLE>

<PAGE>
<TABLE>

                                                       MEDIATELEVISION.TV, INC
                                                    (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY
                              FOR THE PERIOD OCTOBER 11, 2000 (DATE OF INCEPTION) TO SEPTEMBER 30, 2003
<CAPTION>
                                                                                                              Deficit
                                                                                                   Foreign   Accumulated
                                          Preferred               Common    Additional  Common     Currency     During
                                 Preferred Stock      Common      Stock      Paid-In     Stock    Translation Development
                                  Shares   Amount     Shares      Amount     Capital  Subscription Adjustment   Stage       Total
                                  ------   ------   ---------   ---------   ---------   ---------    ------   ----------  ----------
<S>                               <C>      <C>      <C>         <C>         <C>         <C>          <C>      <C>         <C>
Common stock issued in
  October 2000 to founders
  in exchange for services
  rendered at $0.01 per share         --       --   1,000,000   $     100   $   9,900   $       0    $   --   $      --   $  10,000
Common stock issued in
  October 2000 to founders in
  exchange for License and
  Distribution Agreement at
  $0.01 per share                     --       --   1,000,000         100       9,900          --        --          --      10,000
Common stock subscribed in
  March 2001, at $0.20 per share      --       --          --          --          --       3,833        --          --       3,833
Common stock subscribed in
  April 2001, at $0.20 per share      --       --          --          --          --       6,720        --          --       6,720
Common stock issued in
  April 2001 in exchange for
  services rendered at
  $0.20 per share                     --       --      18,000           2       3,598          --        --          --       3,600
Common stock subscribed in
  May 2001, at $0.20 per share        --       --          --          --          --      12,080        --          --      12,080
Common stock issued in May 2001
  in exchange for services
  rendered at $0.20 per share         --       --      67,000           7      13,393          --        --          --      13,400
Common stock subscribed in
  June 2001, at $0.20 per share       --       --          --          --          --       1,200        --          --       1,200
Common stock subscribed in
  July 2001, at $0.20 per share       --       --          --          --          --       1,026        --          --       1,026
Common stock issued in
  July 2001 in exchange for
  services rendered at $0.20
  per share                           --       --       8,000           1       1,599          --        --          --       1,600
Common stock subscribed in
  August 2001, at $0.20 per share     --       --          --          --          --       1,000        --          --       1,000
Common stock issued in
  August 2001 in exchange for
  services rendered at $0.20
  per share                           --       --      14,666           1       2,932          --        --          --       2,933
Common stock subscribed in
  September 2001, at $0.20
  per share                           --       --          --          --          --       2,533        --          --       2,533
Conversion of common stock
  subscriptions into common
  stock in September 2001             --       --     141,966          14      28,378     (28,392)       --          --          --

Net loss                              --       --          --          --          --          --        --     (63,804)    (63,804)
                                  ------   ------   ---------   ---------   ---------   ---------    ------   ----------  ----------
BALANCE AT SEPTEMBER 30, 2001         --   $   --   2,249,632   $     225   $  69,700   $      --    $   --   $ (63,804)  $   6,121
                                  ======   ======   =========   =========   =========   =========    ======   ==========  ==========

                                 See accompanying notes to audited consolidated financial statements

                                                                 F-6

<PAGE>
                                                       MEDIATELEVISION.TV, INC
                                                    (A DEVELOPMENT STAGE COMPANY)
                             CONSOLIDATED STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY (Continued)
                              FOR THE PERIOD OCTOBER 11, 2000 (DATE OF INCEPTION) TO SEPTEMBER 30, 2003
                                                                                                              Deficit
                                                                                                   Foreign   Accumulated
                                          Preferred               Common    Additional  Common     Currency     During
                                 Preferred Stock      Common      Stock      Paid-In     Stock    Translation Development
                                  Shares   Amount     Shares      Amount     Capital  Subscription Adjustment   Stage       Total
                                  ------   ------   ---------   ---------   ---------   ---------    ------   ----------  ----------

BALANCE CARRIED FORWARD               --   $   --   2,249,632   $     225   $  69,700   $      --    $   --   $ (63,804)  $   6,121

Common stock issued for
  cash in January 2002 at
  $0.20 per share                     --       --      37,500           3       7,722          --        --          --       7,725
Common stock issued in
  April 2002 in exchange for
  services rendered at $0.18
  per share                           --       --       8,167           1       1,409          --        --          --       1,410
Common stock issued for cash
  in May 2002 at $0.20 per share      --       --       1,333           1         266          --        --          --         267

Net loss                              --       --          --          --          --          --        --     (63,814)    (63,814)
                                  ------   ------   ---------   ---------   ---------   ---------    ------   ----------  ----------
BALANCE AT SEPTEMBER 30, 2002         --   $   --   2,296,632   $     230   $  79,097          --    $   --    (127,618)    (48,291)
                                  ======   ======   =========   =========   =========   =========    ======   ==========  ==========
Common stock issued for cash
  in October 2002 at $0.22
  per share                           --       --      15,600           2       3,463          --        --          --       3,465
Common stock issued for cash
  in November 2002 at $0.22
  per share                           --       --       1,680          --         373          --        --          --         373

Common stock issued in June 2003
  in exchange for debts               --       --     117,550          11      21,026          --        --          --      21,037

Other comprehensive loss:
  foreign currency translation
  loss                                --       --          --          --          --          --    (9,616)         --      (9,616)

Net loss                              --       --          --          --          --          --        --     (16,646)    (16,646)
                                  ------   ------   ---------   ---------   ---------   ---------    --------  ----------  ---------
BALANCE AT SEPTEMBER 30, 2003         --   $   --   2,431,462   $     243   $ 103,959          --    $(9,616)  (144,264)    (49,678)
                                  ======   ======   =========   =========   =========   =========    ========  ==========  =========

                                 See accompanying notes to audited consolidated financial statements

                                                                 F-7
</TABLE>

<PAGE>
<TABLE>

                                          MEDIATELEVISION.TV, INC.
                                       (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                         For the period from
                                                                                           October 11, 2000
                                                                                          (date of inception)
                                                                 For the year ended             through
                                                                    September 30,            September 30,
                                                                 2003            2002             2003
                                                             -------------   -------------   -------------
<S>                                                          <C>             <C>             <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from development stage operations                   $    (16,646)   $    (63,814)   $   (144,264)
  Adjustments to reconcile net loss from development
    stage operations to cash used for operating activities
       Common stock issued to consultants in exchange for
         services rendered                                             --           1,410          22,943
       Common stock issued to founders in exchange for
         services rendered                                             --              --          10,000

   Depreciation                                                       191             173             480
   Write off of License Agreement                                      --          10,000          10,000
   Changes in assets and liabilities:
     Prepaid expenses and other assets                                 --              --            (877)
     Advances to related parties                                    --           8,582              (2,496)
     Accounts payable and accrued liabilities                      12,055          31,257          43,719
                                                             -------------   -------------   -------------
NET CASH (USED IN) OPERATING ACTIVITIES                            (4,400)        (12,392)        (60,495)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net of disposal                                --              --            (887)
                                                             -------------   -------------   -------------
NET CASH (USED IN) INVESTING ACTIVITIES                                --              --            (887)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock, net of costs                  3,838           7,992          40,222
  Proceeds from (repayments to) shareholder advances                  306           4,721          21,231
                                                             -------------   -------------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                           4,144          12,713          61,453
Effect of exchange rates on cash                                       54              --              54

NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS                      (202)            321             125

Cash and cash equivalents at the beginning of the period              327               6              --
                                                             -------------   -------------   -------------
Cash and cash equivalents at the end of the period           $        125    $        327    $        125
                                                             =============   =============   =============
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest                     $         --    $         --    $         --
Cash paid during the period for Income taxes                           --              --              --
Common stock issued to consultants in exchange for
  services rendered                                                    --           1,410          22,943
Common stock issued to founders in exchange for
  services rendered                                                    --              --          10,000
Common stock issued to founders in exchange for
  License Agreement                                                    --              --          10,000
Common stock issued in exchange for debt                           21,037              --          21,037

                    See accompanying notes to audited consolidated financial statements

                                                    F-8
</TABLE>

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows.

Business and Basis of Presentation
----------------------------------

Mediatelevision.tv, Inc (the "Company") was formed on October 11, 2000 under the
laws of the State of Delaware. The Company is a development stage enterprise, as
defined by Statement of Financial Accounting Standards No. 7 ("SFAS. 7") and is
in the business of producing, acquiring and syndicating episodic series designed
especially for the Internet. From its inception through the date of these
financial statements, the Company has incurred significant operating expenses
and accumulated losses of $144,264. Consequently, its operations are subject to
all risks inherent in the establishment of a new business enterprise."

The consolidated financial statements include the accounts of the Company, and
its wholly-owned subsidiary, Mediatelevision.tv Distribution, Ltd. Significant
inter company transactions have been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Property and Equipment
----------------------

Property and equipment is stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets.

Long-Lived Assets
-----------------

The Company has adopted Statement of Financial Accounting Standards No. 144
("SFAS 144"). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undiscounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

                                       F-9

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------

The Company has implemented the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
that income tax accounts be computed using the liability method. Deferred taxes
are determined based upon the estimated future tax effects of differences
between the financial reporting and tax reporting bases of assets and
liabilities given the provisions of currently enacted tax laws.

Net Loss Per Common Share
-------------------------

The Company computes earnings per share under Financial Accounting Standard No.
128, "Earnings Per Share" (SFAS 128). Net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding during the year. Dilutive common
stock equivalents consist of shares issuable upon conversion of convertible
preferred shares and the exercise of the Company's stock options and warrants
(calculated using the treasury stock method). For the year ended September 30,
2003 and 2002, and for the period from October 11, 2000 (date of inception) to
Sepetmebr 30, 2003, common stock equivalents are not considered in the
calculation of the weighted average number of common shares outstanding because
they would be anti-dilutive, thereby decreasing the net loss per common share.

Use of Estimates
----------------

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

Revenue Recognition
-------------------

INTERNET SERIES PRODUCTION, DISTRIBUTION AND SYNDICATION. The Company produces
episodic video series designed especially for the Internet. Revenues are
recognized in accordance with the provisions of Statement of Financial
Accounting Standards No. 53 ("SFAS 53"). Revenues from production and license
agreements are recognized when the license period begins and the programming is
available pursuant to the terms of the agreement, typically when the finished
product has been delivered or made available and accepted by the customer. The
Company also provides distribution services for content producers who want to
syndicate their content through the Internet. Service revenue is recognized when
persuasive evidence of a sale or licensing arrangement with a customer exists,
the series is complete and has been delivered or is available for immediate and
unconditional delivery in accordance with the terms of the arrangement, the
license period has begun and the customer can begin its exploitation,
exhibition, or sale, the fee is fixed or determinable, and collection of the fee
is reasonably assured. No amounts in the historical financials statements
currently exist for this item, but this will be the accounting policy upon
generating amounts in the future."

                                      F-10

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (Continued)
-------------------------------

PRODUCT PLACEMENT AND ADVERTISING. The Company develops plans for clients to
maximize Internet revenue opportunities. Business development fees are generally
based upon agreements whereby the clients are contractually obligated to pay to
the Company a fixed fee for the opportunity to develop business using the
Company's proprietary technology. The fees are recognized by the Company as
earned, and the specific timing of which depends on the terms and conditions of
the particular contractual arrangements."

PROPRIETARY SOFTWARE. The Company develops software for authoring interactive
episodic Internet shows. The Company generates revenues from licensing software,
and providing professional services such as consulting, training, development,
maintenance, product support and periodic updates for previously licensed
products. The Company follows the provisions of Statement of Position No. 97-2
("SOP 97-2"), "Software Revenue Recognition," as amended by SOP 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain
Transactions." License revenue is recognized when a non-cancelable,
non-contingent license agreement has been signed, the software product has been
delivered, no uncertainties exist surrounding product acceptance, fees from the
agreement are fixed and determinable, and collection is probable. Revenues from
professional services are typically recognized as the services are performed or
recognized rateably over the term of the agreements. . No amounts in the
historical financials statements currently exist for this item, but this will be
the accounting policy upon generating amounts in the future."

ENCODING, BANDWIDTH AND MEDIA MANAGEMENT. Revenues derived from encoding and
domain name registration are recognized as service revenue in the period the
services are provided. Website creation, hosting, Internet bandwidth, and
e-commerce service fees are recognized as service revenue over the life of the
related contracts, which in most instances include set up fees and monthly fees.
No amounts in the historical financials statements currently exist for this
item, but this will be the accounting policy upon generating amounts in the
future."

PROMOTIONAL AND OTHER FEES. The Company will follow a policy of recognizing fee
income as revenue in the period the service is provided.

Capitalized Software Costs
--------------------------

The Company accounts for the costs of computer software developed or obtained
for internal use in accordance with Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use." The
Company capitalizes costs of materials, consultants, and payroll and
payroll-related costs for employees incurred in developing internal-use computer
software. Costs incurred during the preliminary project and post-implementation
stages are charged to general and administrative expense. No amounts in the
historical financials statements currently exist for this item, but this will be
the accounting policy upon generating amounts in the future.

                                      F-11

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Website Development Costs
-------------------------

The Company recognizes website development costs in accordance with Emerging
Issue Task Force ("EITF") No. 00-02, "Accounting for Website Development
Costs."" As such, the Company expenses all costs incurred that relate to the
planning and post implementation phases of development of its website. Direct
costs incurred in the development phase are capitalized and recognized over the
estimated useful life. Costs associated with repair or maintenance for the
website are included in cost of net revenues in the accompanying consolidated
statement of income. No amounts in the historical financials statements
currently exist for this item, but this will be the accounting policy upon
generating amounts in the future.

Advertising
-----------

The Company recognizes advertising expenses in accordance with SOP 93-7
"Reporting on Advertising Costs." As such, the Company expenses the costs of
producing advertisements at the time production occurs. Internet advertising
expenses are recognized based on the terms of the individual agreements, which
is generally over the greater of the ratio of the number of impressions
delivered over the total number of contracted impressions, or a straight-line
basis over the term of the contract. Advertising costs incurred during the year
ended September 30, 2003 and 2002 were $0 and $ 1,404 respectively.

Research and Development
------------------------

The Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs.
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. The company incurred no
research and development costs during the years ended September 30, 2003 and
2002.

Liquidity
---------

As shown in the accompanying financial statements, the Company has incurred a
net loss of $144,264 from its inception through September 30, 2003. The
Company's current liabilities exceeded its current assets by $50,168 as of
September 30, 2003.

                                      F-12

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Concentrations of Credit Risk
-----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company periodically reviews its
trade receivables in determining its allowance for doubtful accounts. The
allowance for doubtful accounts was $0 at September 30, 2003 and 2002.

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Stock Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended September 30, 2003 and will
adopt the interim disclosure provisions for its financial reports for the
subsequent periods. The Company has no employees stock based awards issued and
outstanding as of September 30, 2003.

                                      F-13

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Segment Information
-------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

Foreign Currency Translation
----------------------------

The Company translates the foreign currency financial statements of its Canadian
subsidiary in accordance with the requirements of Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation." Assets and
liabilities are translated at current exchange rates, and related revenue and
expenses are translated at average exchange rates in effect during the period.
Resulting translation adjustments are recorded as a separate component in
stockholders' equity. Foreign currency translation gains and losses are included
in the statement of income.

New Accounting Pronouncements
-----------------------------

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The adoption of FASB interpretation
no. 46 will not have a material impact on the Company's results of operations or
financial position.

                                      F-14

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (Continued)
-----------------------------------------

In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

                                      F-15

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE B - CAPITAL STOCK

The Company was incorporated under the laws of the State of Delaware on October
11, 2000 under the name of Mediatelevision.tv, Inc. The Company has authorized
20,000,000 shares of preferred stock, with a par value of $0.001 per share. As
of September 30, 2003 and 2002, there are no preferred shares outstanding.

The Company has authorized 80,000,000 shares of common stock, with a par value
of $0.0001 per share. As of September 30, 2003 and 2002, there are 2,431,462 and
2,296,632 shares of common stock outstanding, respectively.

In October 2000, the Company issued 500,000 shares of common stock to its
President in exchange for services rendered as a founder of the Company. The
Company also issued 500,000 shares of common stock to its Vice President in
exchange for organizational services. In accordance with EITF 96-18 the
measurement date to determine fair value was in October 2000. This was the date
at which a commitment for performance by the counter party to earn the equity
instrument was reached. The Company valued the shares issued at approximately
$0.01 per share, which presents the fair value of the services received which
did not differ materially from the value of the stock issued.

In October 2000, the Company issued to an entity controlled by the Company's
President and principal shareholder 1,000,000 shares of the Company's common
stock pursuant to an agreement for licensing and distributing programming. In
accordance with Staff Accounting Bulletin Topic 5-G, Transfer of Nonmonetary
Assets by Promoters or Shareholders, the Company valued the stock issued at $
0.01 per share, which represents the shareholder's historical cost of the
License Agreement and did not differ materially from the fair value of the stock
issued. As of September 30, 2002, the Company wrote off license fees to the
expenses.

Between March 12, 2001 and September 30, 2001, the Company issued a total of
141,966 shares of common stock in a private placements and exempt offerings to
sophisticated investors, primarily in Canada and in the United States in
exchange for $ 28,392 net of costs and fees.

During the year ended September 30, 2001, the Company issued 107,666 shares of
common stock to consultants in exchange for services provided to the Company.
The Company valued the shares issued at approximately $0.20 per share, which
represents the fair value of the services received which did not differ
materially from the value of the stock issued.

In January 2002, the Company issued a total of 37,500 shares of common stock for
cash at $ 0.20 per share.

In April 2002, the Company issued a total of 8,167 shares of common stock to
consultants in exchange for services provided to the Company. The Company valued
the shares issued at approximately $0.18 per share, which represents the fair
value of the services received which did not differ materially from the value of
the stock issued.

In May 2002, the Company issued a total of 1,333 shares of common stock for cash
at $ 0.20 per share.

                                      F-16

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE B - CAPITAL STOCK (CONTINUED)

In October 2002, the Company issued a total of 15,600 shares of common stock for
cash at approximately $0.22 per share.

In November 2002, the Company issued a total of 1,680 shares of common stock for
cash at approximately $0.22 per share.

In June 2003, the Company issued a total of 117,550 shares of common stock
To related parties in exchange for a total of $21,037 previously incurred debt
(Note D).

NOTE C - INCOME TAXES

The Company has adopted Financial Accounting Standard No. 109, which requires
the recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $144,000, which expire through 2023, subject to limitations
of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset
related to the carryforward is approximately $39,000. The Company has provided a
valuation reserve against the full amount of the net operating loss benefit,
since in the opinion of management based upon the earnings history of the
Company, it is more likely than not that the benefits will not be realized. Due
to significant changes in the Company's ownership, the Company's future use of
its existing net operating losses may be limited.

Components of deferred tax assets as of September 30, 2003 are as follows:

          Non Current:
                 Net operating loss carryforward                 $ 39,000
                 Valuation allowance                              (39,000)
                                                                 ---------
                 Net deferred tax asset                          $     --
                                                                 =========

NOTE D - RELATED PARTY TRANSACTIONS

The Company has advanced funds to the Company's President and principal
shareholder in the amount of $2,496 as of September 30, 2002. An entity
controlled by the Company's President and principal shareholder has advanced
$20,925 to the Company as of September 30, 2002 for working capital purposes.

                                      F-17

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE D - RELATED PARTY TRANSACTIONS (CONTINUED)

On June 30, 2003, the Company combined the advances to the Company's President
and advances from the entity controlled by the Company's President, and issued a
total of 87,303 shares of common stock to the entity controlled by the Company's
President in exchange for $15,512 of net outstanding balance due to the entity.
On June 30, 2003, the Company also issued a total of 30,247 shares of common
stock to the Company's principal shareholder in exchange for $5,525 of
previously incurred debt (see Note B).

NOTE E - NET LOSS PER SHARE

The following table presents the computation of basic and diluted losses per
share:
<TABLE>
<CAPTION>

                                                                For the period from
                                                                 October 11, 2000
                                                                (date of inception)
                                                                      through
                                                                    September 30,
                                               2003        2002          2003
                                           -----------  -----------  -----------
<S>                                        <C>          <C>          <C>
Net loss available to common shareholders  $  (16,646)  $  (63,814)  $ (144,264)
Basic and fully diluted loss per share     $    (0.01)  $    (0.03)  $    (0.06)
Weighted average common shares outstanding  2,343,024    2,164,380    2,243,334
</TABLE>

NOTE F - COMMITMENTS AND CONTINGENCIES

Lease Commitment
----------------

The Company has an informal month-to-month agreement with a consultant to the
Company for the use and continuous access to the consultant's production studio
facilities.

Consulting Agreement
--------------------

The Company has consulting agreements with outside contractors, certain of whom
are also Company stockholders, directors and officers. The agreements are
generally for a term of 12 months from inception and renewable automatically
from year to year unless either the Company or Consultant terminates such
engagement by written notice.

Litigation
----------

The Company is subject to other legal proceedings and claims, which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity.

                                      F-18

<PAGE>

                            MEDIATELEVISION.TV, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002

NOTE G - GOING CONCERN

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements from October
11, 2000 (date of inception) to September 30, 2003, the Company incurred losses
from operations of $144,264. This factor among others may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The Company's existence dependent upon management's ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain profitable status and improve its liquidity through the
continued developing of its products, establishing a profitable market for the
Company's products and additional equity investment in the Company. The
accompanying financial statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursuing
additional equity financing through discussion with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flow continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

                                      F-19