UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2003

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

                         Commission file number: 0-29260

                          TIMEBEAT.COM ENTERPRISES INC.
                 (Name of small business issuer in its charter)


                  NEVADA                               86-1040643
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

                     P.O. BOX 9, PAYSON, ARIZONA 85547-0009
               (Address of principal executive offices)(Zip Code)

                    Issuer's telephone number: (928) 474-9151

       Securities registered under Section 12(b) of the Exchange Act: NONE

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

                         COMMON STOCK, $0.001 PAR VALUE

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

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

           Issuer's revenues for its most recent fiscal year: $498,939

      Aggregate market value of the voting and non-voting common stock held
        by non-affiliates of the issuer as of July 5, 2003: $1,463,523.60

    Number of shares outstanding of issuer's common stock, $0.001 par value,
                         as of July 5, 2003: 20,145,149

                    Documents incorporated by reference: NONE

       Transitional Small Business Disclosure Format (check one): Yes    No  X

Exhibit index on consecutive page 23                          Page 1 of 63 Pages

<PAGE>

                                     PART I

                           FORWARD LOOKING STATEMENTS

Under the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995, we caution readers regarding forward looking statements found in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by or on our behalf. We disclaim any obligation to update
forward-looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS.
================================================================================

INTRODUCTION

Unless the context otherwise requires, the terms "we", "our" and "us" refers to
Timebeat.com Enterprises Inc.

We own and operate several Internet Web sites which primarily cater to people
who have an interest in fine watches, jewelry, clothing, high-end gift and other
luxury items. On October 16, 2001, we changed our domicile from the Yukon
Territory to the State of Nevada.

BACKGROUND

We were incorporated under the name Ocean Marine Technologies Inc. in the
Province of British Columbia, Canada on May 23, 1986. We initially focused our
business on the potential use of a research motor vehicle named Ocean Explorer
I. We intended to use this vessel in developing technology which would minimize
the growth and spread of the Zebra Mussels in the Great Lakes. We borrowed funds
from Ecofab Plastic Covers Ltd. and Caulfied Consultants Inc., and our loans
were secured by a mortgage against the Ocean Explorer I. We were unable to repay
the loans and Ecofab Plastic Covers Ltd. and Caulfied Consultants Inc. obtained
a judgment against us in the amount of $263,000. Ecofab Plastic Covers Ltd. and
Caulfied Consultants Inc. subsequently agreed to accept the Ocean Explorer I "as
is, where is", along with all of its liabilities, as full satisfaction of the
judgment. Due to a number of circumstances, we decided to abandon our initial
focus.

We then entered into negotiations to possibly acquire several different
companies. The first company was in the business of extracting nickel and other
metallic elements from industrial plating wastes. The second company had a
patented welding technology. After conducting our due diligence review of these
companies, we decided not to finalize the acquisitions. We have no further
obligations relating to these possible acquisitions.

MINERAL EXPLORATION ACTIVITIES

In early 1993, we entered into the mineral exploration business to acquire,
explore, and if warranted, develop mineral properties. On May 17, 1994, we
changed our name to AGC Americas Gold Corp. to reflect our involvement in
mineral exploration. We have acquired and subsequently abandoned several mineral
properties in pursuit of our business. While we have discontinued our mineral
exploration activities to focus our efforts on our Internet operations, we still
hold the following mineral interests:

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o        JD GOLD-SILVER PROPERTY. Under an agreement with Energex Minerals Ltd.,
         dated October 8, 1993, and amended October 13, 1993, we acquired 24
         gold and silver claims in the Toodoggone area of the Omineca Mining
         Division in the Province of British Columbia, Canada, in exchange for
         payment of Cdn$45,000 and the issuance of 125,000 shares of common
         stock, with a deemed value of Cdn$0.25 per share. Energex Minerals Ltd.
         initially retained a 15% net profit interest in the claims. We also
         paid George F. Nicholson a finder's fee of Cdn$7,625 by issuing him
         30,500 shares of common stock at a deemed value of Cdn$0.25 per share.

         We subsequently acquired the 15% net profit interest from Energex
         Minerals Ltd. for payment of Cdn$12,500 and the issuance of 100,000
         shares of common stock. So long as the property is not in production,
         we were also required to pay Energex Minerals Ltd. a fixed annual
         royalty prior to December 31st of Cdn$3,588. Energex Minerals is no
         longer in existence and we have not been advised of any successor to
         Energex' interests. Accordingly, we did not make any royalty payment
         during the fiscal years ended March 31, 2002 and 2003.

         In 1995, 1996 and 1997, we acquired other claims surrounding the JD
         Gold-Silver property by staking property which was not previously
         owned.

o        AL AND LAWYERS PROPERTIES. By a letter of intent dated December 6, 1996
         with Cheni Resources Inc., we received the right to earn an undivided
         100% interest in the AL and Lawyers properties comprising 22,645 acres
         in the Omineca Mining Division, and located 12 kilometers south of the
         JD Gold-Silver Property. The property may contain gold, silver, copper
         and other minerals. In exchange for this right, we were required to (1)
         make annual lease payments on or before December 31st of Cdn$18,000 to
         the Government of British Columbia, (2) issue 400,000 shares of common
         stock to Cheni Resources Inc., in separate amounts of 300,000 and
         100,000 shares, (3) pay Cheni Resources Inc. Cdn$10,000, and (4) incur
         Cdn$500,000 in exploration expenditures on the property. As of December
         31, 2000, we have fully performed our obligations and paid Cheni
         Resources Inc. Cdn$30,000 in lieu of issuing 100,000 shares of common
         stock.

         Accordingly, we own an undivided 100% interest in the AL and Lawyers
         properties subject to the following royalty interests: the AL property
         remains subject to a 7% initial production royalty and a 0.25% net
         smelter royalty interest on mined and milled in excess of 250,000 tons
         payable to Cameron Scott and Barry Price; both properties are subject
         to the aggregated 15% net profit royalty payable to Kinross Gold
         Corporation, Energex Minerals Ltd., and Cheni Resources Inc; and the
         Lawyer property remains subject to a 2% net smelter royalty payable to
         Cheni Resources Inc. (1.9%) and Meota Resources Corp. (0.1%). Cheni
         Resources Inc. is responsible for all reclamation required from
         activities performed up to December 6, 1999.

We are planning to sell these properties and will continue to maintain the
leases while this is completed. We expect the cost of maintaining these
properties to be less than $10,000 per year for the next few years.

WATCH AND JEWELRY DIVISION

The Internet has emerged as a global communications medium to deliver and share
information and to conduct business electronically. International Data
Corporation, a company that forecasts worldwide information technology market
trends, estimates that the number of Web users worldwide will grow from
approximately 144 million users in 1998 to 602 million users by the end of 2003.
The dramatic growth in the number of Internet users has led to the proliferation
of information and services available on the Internet, including e-commerce,
e-mail, financial services, news and other content. We chose to enter this
market in March 1999.

INTERNET WEB SITE TIMEBEAT.COM

On March 5, 1999, we entered into a letter of intent with Watch Central
Corporation and Timebeat.com Inc., our wholly owned non-public subsidiary which
we incorporated in the State of Nevada on March 17, 1999. Under the

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<PAGE>

letter of intent, we were to pay Watch Central Corporation $50,000 in exchange
for its services to design, develop, beta test and implement an e-commerce Web
site that would market, sell and repair fine gold jewelry and watches. This
$50,000 has not been paid however it is shown as an accrued liability. We also
agreed to pay Watch Central Corporation $3,000 a month for consulting services
and $2,000 a month for rent. We currently pay Watch Central Corporation only
$500 per month for rent. Watch Central Corporation subsequently became an
affiliate, as Alexander Vileshin is an officer and director for both Watch
Central Corporation and us. In September 1999, we re-incorporated in the Yukon
Territory, Canada, and changed our name to Timebeat.com Enterprises Inc. to
reflect our new e-commerce focus.

We launched our Web site in November 1999 and offer for sale brand name high
quality watches and jewelry. Since we do not maintain an inventory of watches
except for the Montres Allison watches, we rely upon our contacts in the
wholesale watch industry to purchase a watch the same day it is ordered on our
Web site. We cannot assure you that we will be able to purchase products on the
same day, or maintain our existing contracts. We do maintain an inventory of
jewelry. We use and rely upon the information provided by each manufacturer to
describe the products on our Web site.

In June 2000, we launched our auction component of WWW.TIMEBEAT.COM which offers
an auction and authentication of timepieces, jewelry and special products. We
offer a twelve-month assurance guarantee for our buyers, which we believe will
increase their confidence in making a purchase. We authenticate the products and
issue a certificate of authenticity on each purchase. Our buyers are also able
to review an independent appraisal of the product being purchased. If a buyer is
not satisfied at any time within 30 days from the date of purchase, a full
refund will be made. This refund offer does not apply to any sales made via an
auction site such as www.ebay.com.

INTERNET WEB SITE WATCHZONE.NET

In December 1999, in order to increase content and awareness of
WWW.TIMEBEAT.COM, we acquired our second Web site, www.watchzone.net. Under an
agreement dated December 14, 1999, we acquired the Web site and all related
assets from Watchzone.net Inc., a Colorado corporation. In exchange for the
acquisition, we gave certain watches and jewelry to each member of the
management of Watchzone.net Inc with an aggregate value of $10,988. Each member
of the management signed a two-year agreement to provide consulting services to
us in exchange for options, a percentage of all advertising generated by the
Watchzone.net banner advertising program, and the right to purchase any new
watch each year for actual dealer cost. Also, we agreed to transfer the Web site
and related assets back to the management of Watchzone.net Inc. if Timebeat.com
Inc., our wholly-owned subsidiary, ceased to do business at any time before
December 14, 2001.

In November 2000, we entered into another agreement with the management of
Watchzone.net Inc., which modified and replaced the original agreement. Under
this agreement, we receive all of the advertising revenue and own the Web site
even if Timebeat.com Inc. ceases to do business. In exchange, we granted an
additional 75,000 options at a price of $0.56 per share, and repriced the
previous options at $0.56 per share. We also made total cash payments of $8,436
in exchange for the domain name Watchzone.tv, non-compete provisions, and for
advertising on our other Web sites.

WWW.WATCHZONE.NET is an informational Web site which allows consumers the
ability to gather and exchange information in chat forums and from existing
publications, news and press releases, manufacturers' literature, and product
demonstrations and evaluations. Although we do receive some revenue from
advertising sales, the primary purpose of WWW.WATCHZONE.NET is to increase
awareness of WWW.TIMEBEAT.COM.

In December 2000, we signed a licensing agreement with eBay, Inc. (NASDAQ:
EBAY), the world's leading online trading community. Under this agreement, eBay
users are able to access content from WWW.WATCHZONE.NET. We are hopeful this
will result in an increased number of visitors to our Web site. We receive no
income from either eBay or the visitor; however this arrangement generates more
visitors to our Web sites and has the effect of making our Web sites better
known.

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<PAGE>


TIMEBEAT4TEENS.COM

In June 2001, we launched our new Web site called WWW.TIMEBEAT4TEENS.COM. This
Web site is an e-commerce site that sells jewelry, watches, music, clothing and
related items to the young adult market age group between 10 to 24 years old. We
believe that by cross-promoting our Web sites, we may be able to reach both
parents and their children. The Web site is database driven and all items,
customer transactions and the functionality is based upon the Coldfusion
platform. We have established relationships with various teen magazines to
assist us in the marketing of our Web site. We launched the "second generation"
of this web site in March 2002

WWW.TIMEBEAT4TEENS.COM hosts over 70 virtual stores offering approximately
15,000 products including fashions from leading apparel manufacturers such as
Trina Trk, Cottondale - Paris, Nannette Lepore, XOXO, Rem Garson, and over 3,500
different name brand men's and women's fragrances. We have an array of shoes,
lingerie and handbags from manufacturers such as Steve Madden, Tuanh, Leah
Aiken, Shirley of Hollywood, Leg Ave, Chateau, Leah Aiken, Moyna and Teresa
Findlay. We also provide hotel and travel packages.

PERFUME FRAGRANCE LINE

In July 2001, we entered into a Perfume Agreement with Palm Beach Perfumery,
Inc., whereby Palm Beach Perfumery processes and distributes our first two
fragrances. We have selectively test marketed the fragrances, and we are in the
process of applying for trademark protection. We had planned to start
manufacturing our fragrances, called "Dance" and "Classified" in October 2002
which would have been in combination with an advertising campaign to be launched
with Zernon however Zernon failed to deliver and these plans were cancelled
indefinitely in part due to the rise of watch sales.

In March 2002, we engaged Florribean Productions Inc. to provide marketing and
advertising services in connection with our perfume fragrance line and
e-commerce business. The term of the consulting agreement began April 1, 2002
and continues through March 31, 2004. We agreed to compensate Florribean with
stock options to purchase up to 250,000 shares at $0.40 per share, 10% of
advertising revenues brought in by Florribean, and 3% of product sales generated
by any spokesperson brought in by Florribean. The options expire March 15, 2007
and are vested as to 50,000 shares upon execution of the agreement, one-third of
the remaining 200,000 options vest September 15, 2002, one-third vests March 14,
2003, and the last third vests March 14, 2004. As of July 10, 2003, Florribean
has not obtained a spokesperson.

2 LIVE ENTERTAINMENT

In March 2002, we formed a new division called 2 Live Entertainment to operate
in the music industry. This new division will focus on the following:

         o    identifying and developing new artists;

         o    identifying and obtaining the distribution rights to regional
              "break out" releases;

         o    developing a musical asset catalog (listing of artists);

         o    acquiring publishing rights;

         o    developing a creative support team of writers, musicians,
              choreographers, etc.;

         o    developing a revenue stream from mastering and producing compact
              discs;

         o    acquiring an existing digital production facility that creates an
              ongoing revenue stream and provides access to talent and
              materials; and

         o    utilizing and developing our own independent distribution network.

In June 2002, 2 Live Entertainment launched its Secretkiss.net dating Web site.
This Web site targets persons aged 17 through 35. Currently, a free three-month
membership is being offered. Thereafter, we will charge $10 per month. Corporate
sponsors, such as Pepsi, Coca-Cola, Reebok, Jet Blue, McDonalds, Kodak, and
Hollywood Jeans,

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give new members of the Web site coupons valued at three times their paid
membership fees. The coupons are redeemable for merchandise on our
timebeat4teens Web site or the sponsors' own merchandise. We are seeking persons
experienced in the music industry to manage and direct 2 Live Entertainment.

MARKETING AND SALES

We market our Web sites to a broad range of customers that vary in age and
geographic location. To date, we have had limited sales to a limited number of
customers. Our e-commerce Web site, www.timebeat.com, targets the affluent
consumer and avid watch collector. Our informational Web site,
www.watchzone.net, is also for the avid watch collector and enthusiast. Our new
Web site, www.timebeat4teens.com, targets the young adult market age group
between 10 to 24 years old. By cross-promoting our Web sites, we hope to
increase our customer base.

KEY ALLIANCES AND RELATIONSHIPS

We intend to establish additional relationships with a number of companies to
accelerate the adoption of our brand name and our services. We believe that
establishing strategic relationships will facilitate our brand awareness and
provide early access to emerging technologies and new customers. Some of our
existing relationships include the following:

         o    EBAY.COM, which is an online auction Web site selling a variety of
              products.

SALES AND MARKETING STRATEGY

We believe that traditional retailers for luxury and premium products in the
United States today can be grouped as follows:

         o    High-end department stores and jewelry stores that often strive to
              provide a high level of customer service and a knowledgeable sales
              staff, but typically offer a limited selection of mid-range to
              high-end products;

         o    National department stores that tend to carry broad selections of
              low-end to mid-range products from brands that are complementary
              to the stores' other offerings, but typically offer limited
              product-specific customer service;

         o    Specialty and single brand stores, which are retail locations that
              carry a broad selection of specific product categories, but are
              limited to the geographic region in which the few physical stores
              are located; and

         o    Boutiques, which are small stores, often located in malls, that
              generally carry a selection of the latest trends in lower-priced
              fashion products and accessories.

We believe that traditional store-based retailers face a number of the following
challenges in providing a satisfactory shopping experience for buyers of luxury
and premium products:

         o    Limited Selection. Selection is limited because physical retail
              space limits the number of styles and the amount of product
              inventory that may be carried by any one store. In addition, the
              significant carrying costs of physical inventory in multiple
              locations require traditional store-based retailers to focus their
              product selection on the most popular products which produce the
              highest inventory turnover, further limiting consumer selection.

         o    High Operating Cost. Traditional store-based retailers have a high
              operating cost. Most of the leading luxury and premium product
              retailers are located either in the most exclusive and expensive
              shopping locales or in high-cost retail outlets or malls, both of
              which must be in close proximity to the target consumers. The
              location of these retailers is directly attributed to serving
              customers who are willing to physically visit their stores.
              Traditional retailers sell luxury products

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              often at a significantly higher price than wholesale to cover
              their high operating cost. As a result, consumers ultimately pay
              for the higher costs of the retail store.

         o    Time Constraints. The needs and time commitments of consumers are
              changing. Increasingly, luxury goods are appealing to a broader,
              more time-constrained consumer base that is not willing or able to
              spend the time necessary to shop in traditional store-based retail
              locations.

         o    Limited Knowledge. In many cases, consumers are served by
              employees with limited knowledge regarding the features of the
              products they sell, whether due to high employee turnover, limited
              training or other factors.

Put simply, traditional store-based retailers can only serve those consumers who
have convenient access to their stores. The store-based retailers must open new
stores to serve additional geographic areas, resulting in significant
investments in inventory, physical space, leasehold improvements and the hiring
and training of store personnel. We believe these challenges limit the
traditional store-based retailers from offering an extensive selection of luxury
and premium products, a broad geographic coverage and convenient access, and a
staff which is sufficiently knowledgeable. We believe consumers often do not
find shopping for luxury and premium products to be a convenient or enjoyable
experience.

Our online store is designed to provide consumers with a convenient and
enjoyable shopping experience in a Web-based retail environment. The key
components are:

         o    Broad Product Selection. We offer a broad selection of luxury and
              premium products which would be economically and physically
              difficult to offer in a traditional store. This allows us to
              efficiently adjust our product mix and merchandising strategy. We
              offer a selection from several leading brands, in addition to
              brands which are difficult to find in traditional retail outlets.
              We believe that our wide selection and competitive prices increase
              the likelihood of a purchase.

         o    Product Information. Our Web sites display detailed product
              descriptions and product photos. Our goal is to provide the
              consumer with product information to assist the consumer in making
              an educated and satisfactory purchase.

         o    Customer Service. We are committed to providing customers with a
              high level of personalized service. Our customer service
              representatives are available over the telephone and through
              e-mail, and are trained to answer a broad array of questions
              regarding product styles, features, technical specifications, as
              well as product recommendations. Before shipping a product, we
              inspect each product, and in the case of watches, set the time and
              date for the customer. In addition, we offer complimentary
              gift-wrapping and same-day shipping on orders placed before 4:00
              p.m. Eastern Standard Time and free standard overnight shipping in
              the United States. We offer a 60-day return policy on new watches
              purchased through our Web sites, and a 30-day return policy on all
              other products to ensure customer satisfaction. We also offer our
              watch customers a certification of authenticity, repair and
              battery replacement services and a Timebeat.com warranty for the
              length of the manufacturer's warranty plus an additional two
              years.

         o    Geographic Location. By selling online, we are able to reach
              consumers throughout the U.S. and worldwide. Consumers are able to
              go to one location and find an extensive selection of products and
              information as compared to visiting several stores with limited
              product offerings.

We believe that the importance of brand recognition will increase as more
companies engage in commerce over the Internet. The development and awareness of
the Timebeat.com brand will depend largely on our ability to allocate our
resources to successfully develop and implement effective advertising and
marketing efforts. We will not be successful in promoting and maintaining our
brand name if customers do not perceive us as an effective channel for
purchases.

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RESEARCH AND DEVELOPMENT

We do not spend a significant amount of time or money on research and
development. Instead, we rely heavily on third parties for essential business
operations, including: Internet access; development of software for new Web site
features; content; and telecommunications. Our Web sites are hosted through the
following companies:

         o    WWW.TIMEBEAT.COM is hosted by Beyond Solutions Inc. in St. Joseph,
              Missouri;

         o    WWW.SECRETKISS.NET is hosted by Advances.com in Fort Lauderdale,
              Florida;

         o    WWW.WATCHZONE.NET is hosted by Advances.com in Fort Lauderdale,
              Florida; and

         o    WWW.TIMEBEAT4TEENS.COM is hosted by Advances.com in Fort
              Lauderdale, Florida.

We have limited control over these third parties, and we are not their only
client. We may not be able to maintain satisfactory relationships with any of
them on acceptable commercial terms. We cannot be certain that the quality of
products and services that they provide may remain at the levels needed to
enable us to conduct our business effectively.

COMPETITION

The e-commerce and Web site industries on the Internet are intensely
competitive, highly fragmented and rapidly changing. There are many individuals
and companies which are engaged in these businesses, some of which are very
large, companies with substantial capabilities and long-term earning records.
Some of our competitors include Ashford.com for watches and jewelry, eBay.com
for auctions, and Alloy.com for the young adult market. We expect future
competition to intensify given the relative ease with which new Web sites can be
developed.

We also compete with traditional outlets and high-end department stores such as
Saks Fifth Avenue and Neiman Marcus, jewelers such as Zales and national
department stores such as Macy's. We also compete with manufacturers of our
products that decide to sell directly to the customers, either through physical
retail outlets or through an online store. Traditional store-based retailers
also enable customers to see and feel products in a manner that is not possible
over the Internet.

We believe the following are the principal competitive factors in our markets:

         o    brand recognition;
         o    selection;
         o    convenience of location;
         o    order delivery performance;
         o    customer service; and
         o    price.

Many of our current and potential traditional store-based and online competitors
have longer operating histories and larger customer or user bases. This, in
turn, means that they have greater brand recognition and significantly greater
resources than we do. Many of these current and potential competitors can devote
substantially more resources to Web site and systems development than we can. In
addition, larger, well-established companies may acquire, invest in or form
joint ventures with our online competitors. Our competitors may be able to
secure products from vendors on more favorable terms, fulfill customer orders
more efficiently and adopt more aggressive pricing or inventory policies than we
can. There can be no assurance that we will be successful in our operations.


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<PAGE>


GOVERNMENT REGULATION

There are currently few laws or regulations that apply directly to the Internet.
Due to the increasing popularity of the Internet, it is possible that a number
of local, state, national or international laws and regulations may be adopted
with respect to issues such as the pricing of services and products,
advertising, user privacy, intellectual property, information security, or
anti-competitive practices over the Internet. In addition, tax authorities in a
number of states are currently reviewing the appropriate tax treatment of
companies engaged in Internet commerce. New state tax regulations may subject us
to additional state sales, use, and income taxes. Because our business is
dependent on the Internet, the adoption of any such laws or regulations may
decrease the growth of Internet usage or the acceptance of Internet commerce
that could, in turn, decrease the demand for our services and increase costs or
otherwise have a material adverse effect on our business, results of operations,
and financial condition. To date, we have not spent significant resources on
lobbying or related government affairs issues, but we may need to do so in the
future.

EMPLOYEES

As of July 10, 2003, we had 18 part-time seasonal contractors and consultants.
None of our employees is covered by a collective bargaining agreement. We
believe our relations with our employees are good.

PRINCIPAL OFFICES

We have offices at the residence of Thomas L. Crom, III, our Chief Financial
Officer, for which we pay rent of $250 per month. See Item 12. Certain
Relationships and Related Transactions.

We had offices in Vancouver, Canada, where we occupied approximately 800 square
feet on a month-to-month basis. We paid rent to a former director of $850 a
month. This office was closed as of March 31, 2003 as part of our cost cutting
efforts.

We are renting office and storage space from our affiliate, Watch Central
Corporation. Under the Letter of Intent dated March 5, 1999, we paid Watch
Central Corporation $2,000 a month for space located in New York, New York.
Effective April 1, 2001, rent was reduced to $500 per month. This office is
occupied primarily by our President, Alex Vileshin, and we also maintain our
inventory of jewelry at this location as well.

We are also renting space in Palm Beach Gardens, Florida. On February 25, 2001,
we entered into a Consulting Agreement with Palm Beach Consulting Corp. At the
time of the agreement, Palm Beach Consulting Corp. was owned and operated by
Jack Stein, the former husband of one of our directors at the time, Michele
Albo. In February 2002, Ms. Albo resigned as a director and Mr. Stein was
appointed to fill that vacancy. Under the agreement as amended, we pay Palm
Beach Consulting $650 per month as rent for a showroom and storage space for our
inventory to be sold on WWW.TIMEBEAT4TEENS.COM. The space is approximately 300
square feet. See Item 12. Certain Relationships and Related Transactions.


ITEM 2.  DESCRIPTION OF PROPERTY.
================================================================================

Although we are no longer a mineral exploration company, we still own the JD
Gold-Silver Property. The JD Gold-Silver Property consists of 33 mineral claims
on approximately 25,203 acres. The JD Gold-Silver Property is located in the
Toodoggone area of the Omineca Mining District in north-central British
Columbia, Canada, and is approximately 180 miles north of the town of Smithers.
The property lies within the Omineca Mountains in N.T.S. 94E/06 and is centered
on 57 26' N 127 09' W.

The JD Gold-Silver property is located in the central part of a northwest
trending, 50 mile by 20-mile belt of early Jurassic volcanic rocks known as the
Toodoggone Formation (Carter, 1972) . The Toodoggone Formation is a sub-aerial
pyroclastic assemblage of andesitic to dacite composition which hosts a number
of gold-silver deposits.

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<PAGE>

These deposits occur as fissure veins, quartz stockwork, breccia zones, and
zones of silicification. Principal ore minerals include argentite, electrum,
native gold, and silver and lesser chalcopyrite, galena, and sphalerite.

We acquired the property in 1993. In 1994, we performed detailed geological
mapping, soil and rock sampling, induced polarization surveys, and drilled 32
diamond drill holes totaling 6,800 feet. Our assays in 1994 were fire assayed
atomic analysis, and where warranted by mineralization, were subject to
gravometric assays. In 1996 we completed a delineation drilling program
consisting of 58 diamond drill holes totaling 19,998 feet. Additional drilling,
induced polarization and magnetometer surveys were also completed. Our assays in
1995, 1996, and 1997 were fire assayed atomic analysis except, where warranted
by mineralization, were further assayed using metallic screen analysis. Initial
fire assays and metallic screen assays were undertaken by Ecotech Laboratories
of Kamloops of British Columbia, and metallic screen assays and check or
duplicate fire assays were undertaken by Loring Laboratories of Calgary,
Alberta.

The JD Gold-Silver Property was never in production and, consequently, we never
received operating income or cash flow from this property, or any other mineral
property which we hold or held. We are planning to sell these properties and
will continue to maintain the leases while this is completed.


ITEM 3.  LEGAL PROCEEDINGS.
================================================================================

On February 19, 2003 Zernon Corporation filed a complaint against Timebeat in
the Circuit Court of the 17th Judicial Circuit in and for Broward County,
Florida, alleging nonpayment of $17,500 for services provided. Timebeat disputed
this claim and stated that the services had not been performed and filed a cross
complaint for damages against Zernon and the host of the infomercial, Dan
Marino. In June 2003 all parties agreed to a confidential settlement whereby
Timebeat would be paid a certain sum of money.

To the best of our knowledge, there are no other legal proceedings pending,
contemplated, or threatened.


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

Not Applicable












                                       10
<PAGE>


                                     PART II

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

Our common stock is traded on the over-the-counter bulletin board ("OTCBB")
under the symbol "TMBT", and had also been traded on the Canadian Venture Stock
Exchange f/k/a the Vancouver Stock Exchange under the symbol "TBE". We were
cleared for trading on the OTCBB on June 3, 1994, and received our first quote
in April 1998. We were de-listed in April 1999, and we voluntarily became a
reporting company in October 1999, at which time we were again cleared for
trading on the OTCBB. The following table sets forth the range of high and low
closing bid quotations of our common stock for each fiscal quarter for our last
two completed fiscal years:

                                                            Bid Prices


2002 FISCAL YEAR                                    HIGH                  LOW

Quarter Ending 06/30/01..............               $0.41                $0.23
Quarter Ending 09/30/01..............               $0.77                $0.20
Quarter Ending 12/31/01..............               $0.55                $0.35
Quarter Ending 03/31/02..............               $0.65                $0.28

2003 FISCAL YEAR                                    HIGH                  LOW

Quarter Ending 06/30/02..............               $0.57                $0.34
Quarter Ending 09/30/02..............               $0.39                $0.18
Quarter Ending 12/31/02..............               $0.30                $0.13
Quarter Ending 03/31/03..............               $0.21                $0.05


As of July 1, 2003, the closing price for our common stock on the OTCBB was
$0.05.

As of July 1, 2003, there were 172 record holders of our common stock.

The above quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

During the last two fiscal years, we have not declared cash dividends on our
common stock and we do not anticipate that dividends will be paid in the
foreseeable future.

During the quarter ended March 31, 2003, we did not sell any unregistered
securities:







                                       11
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
================================================================================

SELECTED FINANCIAL DATA

The balance sheet and income statement data shown below were derived from our
audited consolidated financial statements. You should read this summary
financial data in conjunction with the discussion below and our financial
statements.

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS DATA:                                              YEAR ENDED MARCH 31,
                                                     ---------------------------------------------------------------
                                                              2003                2002                  2001
                                                              ----                ----                  ----
<S>                                                      <C>                  <C>                   <C>
Sales..............................................      $    498,939         $    109,779          $     57,287
Gross profit.......................................      $    271,878         $     26,398          $     22,192
Net loss...........................................      $   (648,739)        $   (867,931)         $ (1,446,171)
Net loss per share.................................      $      (0.03)        $      (0.05)         $      (0.09)

BALANCE SHEET DATA:                                                             MARCH 31,
                                                     ---------------------------------------------------------------
                                                              2003                2002                  2001
                                                              ----                ----                  ----
Working capital (deficiency).......................      $    (35,069)        $     19,992          $     48,805
Total assets.......................................      $    196,363         $    275,399          $    402,975
Total liabilities..................................      $    217,571         $    237,962          $    314,822
Shareholders' equity (deficit).....................      $    (21,208)        $     37,437          $     88,153
</TABLE>

OVERVIEW

We were incorporated in the Province of British Columbia, Canada on May 23,
1986. In September 1999, we re-incorporated in the Yukon Territory, Canada, and
we changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises
Inc. On August 14, 2001 at a special meeting, our shareholders approved changing
the domicile of the company from Yukon Territory, Canada, to the State of
Nevada. The change was completed on October 16, 2001.

In the past, we have had two separate business divisions: mineral exploration
and Internet e-commerce. Previously, we had undertaken mineral exploration
primarily for gold and silver worldwide, but we have been inactive on this front
for a number of years. We own and operate two retail Internet Web sites, one of
which caters primarily to people who have an interest in fine watches, jewelry,
high-end gift and other luxury items, and the other of which caters to teenage
and young adults who have an interest in fashion apparel, cosmetics, music, and
travel.

We were previously in the business of acquiring, exploring, and if warranted,
developing mineral properties primarily located in British Columbia, Canada. We
acquired and subsequently abandoned several mineral properties in pursuit of our
business. Our current mineral properties are not in production and,
consequently, we have no current operating income or cash flow from these
properties. We have expensed all exploration costs relating to our properties
and areas of geological interest. In early 1999, due to the price of minerals,
we chose to examine other business possibilities and have been inactive in
mineral exploration since that time, with any expenditures incurred since that
time related to reclamation work.

In March 1999, we entered the Internet and e-commerce business. In November
1999, we launched our first Web site, www.timebeat.com. This is an e-commerce
Web site that markets and sells watches and jewelry, high-end gift items and
other luxury items. In December 1999, in order to increase content and awareness
of www.timebeat.com, we acquired our second Web site, www.watchzone.net. This is
an informational Web site which allows consumers the ability to gather and
exchange information in chat forums and from existing publications, news and
press releases, manufacturer's literature, and product demonstrations and
evaluations.

In May 2000, we began developing our new Web site called timebeat4teens.com.
This Web site is an e-commerce site that will sell jewelry, watches, music,
clothing and related items to the young adult market age group between


                                       12

<PAGE>

10 to 24 years old. We believe that by cross-promoting our Web sites, we may be
able to reach both parents and their children.

In June 2000, we launched our auction component of www.timebeat.com which offers
an auction and authentication of timepieces, jewelry and special products. We
offer a twelve-month assurance guarantee for our buyers, which we believe will
increase their confidence in making a purchase. We authenticate the products and
issue a certificate of authenticity on each purchase. Our buyers are able to
review an independent appraisal of the product being purchased on the auction
site. If a buyer purchases from our Web site and is not satisfied at any time
within 30 days from the date of purchase, a full refund will be made.

In December 2000, we signed a licensing agreement with eBay, the world's leading
online trading community. eBay users will be able to access content from our Web
site www.watchzone.net. We are hopeful this will continue to result in an
increased number of visitors to our Web site.

We have been receiving merchandise for www.timebeat4teens.com, and the
merchandise has been entered into inventory. An account with UPS has been
established and software has been provided as well. A merchant account has been
approved and is operational, allowing customers to make purchases by credit
card. Timebeat4teens has also established relationships with various teen
magazines that will assist us in the marketing of our unique site. The
Timebeat4teens web site became fully operational in June of 2001. The Web site
is database driven.

We have only generated minimal revenues since our inception in 1986. As of March
31, 2003, we had an accumulated deficit of $16,006,874. We have suffered
significant losses from operations, require additional financing, and need to
continue our expansion of our Internet e-commerce businesses. Ultimately we need
to generate sufficient revenues and successfully attain profitable operations.
Our present operations do not generate sufficient revenues to cover our
expenses. We cannot provide assurance that we will be able to do so. These
factors, among others, raise substantial and compelling doubt about our ability
to continue as a going concern.

RESULTS OF OPERATIONS - YEAR ENDED MARCH 31, 2003 COMPARED TO YEAR ENDED MARCH
31, 2002

SALES. We incurred a net loss of $648,739 for the year ended March 31, 2003, as
compared to a net loss of $867,931 for the year ended March 31, 2002. Our sales
were $498,939 for the 2003 fiscal year as compared with sales of $109,779 for
the previous fiscal year. The revenues were generated from sales in our Internet
operations, and are net of sales or promotional discounts. Revenue from the sale
of products offered on both the Timebeat4teens and Timebeat Web sites is
recognized when the goods are shipped and invoiced and collection of payment is
reasonably assured. The cost of goods sold related to these sales was $227,061
and $83,381, leaving gross margins of $271,878 (54.5%) and $26,298 (24.0%),
respectively. The increase in sales for the current period are attributable to
the increased traffic on the Timebeat4teens site and the introduction of a new
line of Allison watches in March 2001. To help increase awareness of the
Timebeat4teens site and the new line of watches, we incurred some promotional
costs. This increased our costs of goods for the 2002 fiscal year and the
discontinuance of those promotional costs is reflected in a higher gross profit
in fiscal 2003. The cost of goods sold consisted primarily of the cost of the
products, and included such items as inbound and outbound shipping costs. Cost
of goods sold is comprised exclusively of the acquisition cost of the
merchandise sold inclusive of any import duties. Our inventory is valued at the
lower of cost and net realizable value. In addition, we generated interest
income of $1,091. For the comparable period in 2002, we generated interest
income of $12,539. The decrease is attributable to the cash balances being
marginally lower during a period of lower interest rates decreasing interest
income.

EXPENSES. Our expenses were $873,661 for the year ended March 31, 2003, as
compared to $871,417 for the year ended March 31, 2002. Even though sales
increased by 354% management was successful in holding down costs. Greater use
of consultants helped reduce professional fees by $57,762 and helped with the
tremendous increase in sales. Web-site development was reduced by $64,429 as we
did not introduce any new Web sites and sought to reduce costs. Travel and
investor relations costs increased by $73,065 as we sought ways to communicate
ways to communicate to our shareholders our results and higher sales levels. In
accordance with certain United States Financial Accounting Standards Board
accounting standards, we are required to establish a fair market value based


                                       13

<PAGE>


method of accounting for stock option compensation plans. We use the Black
Scholes Option Pricing Model to determine the fair market value of employee
stock options and other security based compensation.

We expense web site development expenditures in the year incurred. We expect
these expenditures to decrease slightly from their current level, as our sites
have already been completed and will only need ongoing maintenance.

Management and consulting fees increased by $88,295 from $392,869 in fiscal 2002
to $481,164 in fiscal 2003, offsetting the decrease of $54,033 in salaries and
wages. Management and consulting fees increased as a result of the operation of
additional Web sites and increased sales. Professional fees are comprised
primarily of legal and auditing fees. Professional fees decreased by $57,762
from $127,091 in previous year to $69,329 in the current year. The prior year's
professional fees were higher as we incurred additional legal fees related to
the shareholder approval process and other work related to moving our domicile
from the Yukon Territory Canada to the State of Nevada and other efforts related
to the transition as a US public company and the acquisition of a $25,000,000
equity line.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended March 31, 2003, we used cash of $171,895 for our operating
activities, as compared to $449,270 for the same period in 2002. The decrease
from 2002 in the amount of cash used in operating activities was attributable
primarily to the decreased loss for the current period. Financing activities in
fiscal 2002 provided $418,778, primarily through the issuance of our common
stock, as compared to $191,542 in fiscal 2003. Investing activities were not
significant in fiscal 2003 or fiscal 2002.

At March 31, 2003, we had negative working capital of $35,069 as compared to
$19,992 at March 31, 2002. The decrease in working capital was primarily caused
by a reduction in receivables and continued operating losses.

FINANCIAL CONDITION

Our total assets decreased from $275,399 at March 31, 2002 to $196,363 at March
31, 2003. The decrease was primarily attributable to the decrease in
receivables, amounts due from related parties, prepaid expenses, and the write
down of inventory.

PROPERTY AND EQUIPMENT

Our property and equipment are recorded at cost and are depreciated over their
estimated useful lives. We use a declining balance method per annum as follows:
office equipment 20%, computer equipment 30%, and computer software 30%. At
March 31, 2003, our property and equipment had a total net book value of
$13,861, as compared to $17,445 at March 31, 2002.

SEASONALITY

The sale of fine watches, jewelry, high-end gift and other luxury items is
seasonal in nature, with cash flows typically peaking in the fall and winter
months and reaching their lows in the summer and spring months. We expect future
sales to follow this pattern. Accordingly, comparisons of quarterly information
of our results of operations may not be indicative of our overall performance.

PLAN OF OPERATION

MINERAL EXPLORATION. We are planning to sell these properties and will continue
to maintain the leases while this is completed. While we do not foresee any
future exploration or reclamation activities, if any are undertaken, they will
be subject to various federal, state and local environmental laws and
regulations. These laws and regulations govern the protection of the
environment, prospecting, exploration, development, production, taxes, labor
standards, occupational health, mine safety, toxic substances and other matters.
Should we undertake any exploration activities, we expect to be able to comply
with these laws and do not believe that compliance will have a material

                                       14

<PAGE>

adverse effect on our competitive position. Should an improved metals market
cause us to re-examine our position, we intend to obtain all licenses and
permits required by all applicable regulatory agencies in connection with our
exploration and reclamation activities. We intend to maintain standards of
compliance consistent with contemporary industry practice.

INTERNET WEB SITES.

During the fiscal year ended March 31, 2003, we began to see some positive
impact on sales as a result of prior marketing agreements and alliances, which
had increased traffic to our Web site.

For the next twelve months, we intend to focus our resources and efforts on
increasing sales and possibly entering into new business areas. We will continue
our efforts to provide superior service and extended product warranties,
establish a high placement with various search engines, create brand awareness
with the intent to leverage that awareness by launching additional Web sites,
and expand into other areas which may offer a higher gross profit margin
potential.

In the long-term, we will focus on establishing additional strategic alliances
and continuing our marketing and advertising to accelerate the adoption of our
brand name and services. We do not expect to purchase any significant equipment
during the next twelve months. To date we have unsuccessful in getting Swartz
Private Equity to purchase shares or help support the company by increasing its
awareness in the investment community. We plan on terminating this relationship.

ADDITIONAL FUNDING

As of March 31, 2003 we had a working capital deficit of $35,069. In July 2003
we completed a private placement of 512,500 shares and 512,500 warrants for
which we received $41,000 in gross proceeds..

We will need external financing implement our plan of operations. On November
16, 2000, we entered into an investment agreement with Swartz Private Equity,
LLC. The investment agreement entitled us to issue and sell our common stock
from time to time for up to an aggregate of $25 million. Since we have been
unable to obtain satisfactory results from this financing arrangement,
subsequent to the fiscal year end management decided to negotiate with Swartz to
terminate this agreement. Accordingly, our sources of financing are uncertain at
this time. Our failure to obtain additional financing when needed could result
in delay or the indefinite postponement of one or both of our business divisions
and the possible loss of your entire investment.


ITEM 7.  FINANCIAL STATEMENTS.
================================================================================

Please refer to the pages beginning with F-1.


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

Davidson & Company was previously our independent auditors. On June 11, 2003,
our board of directors approved the election of Dohan and Company, P.A. CPAs to
audit the financial statements for the fiscal year ended March 31, 2003. The
decision to change auditors was based upon our desire to complete our migration
to the United States by engaging a U.S.-based auditing firm. During the two most
recent fiscal years and the subsequent interim period, neither we nor anyone on
our behalf consulted Dohan and Company, P.A. CPAs regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements.


                                       15

<PAGE>

The audit report of Davidson & Company on our financial statements as of and for
the fiscal years ended March 31, 2002 and 2001 did not contain an adverse
opinion or disclaimer of opinion and was not modified as to uncertainty, audit
scope, or accounting principles, except as follows:

The audit reports of Davidson & Company on our financial statements as of and
for the fiscal years ended March 31, 2002 and 2001 contained a separate
paragraph stating: "The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in note 2 to the consolidated financial statements, the Company does
not have the necessary working capital for its planned activity. This matter
raises substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to this matter are discussed in Note 2.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty."

During our two most recent fiscal years and the subsequent interim period ending
June 4, 2003, there were no disagreements between us and Davidson & Company on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Davidson & Company, would have caused that firm to make
reference to the subject matter of the disagreement in connection with its audit
report. We requested Davidson & Company to furnish us with a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated June 11, 2003, is filed as Exhibit 16.1 the Form 8-K dated
June 4, 2003.

There were no other "reportable events" as that term is described in Item
304a(1)(v) of Regulation S-K occurring within our two most recent fiscal years
and the subsequent interim period ending June 4, 2003.












                                       16

<PAGE>


                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

Our officers and directors are:

NAME                       AGE      TITLE(S)

Alexander Vileshin         38       Chief Executive Officer, President and
                                    Director since August 1999

Thomas L. Crom III         47       Director since September 1996, Secretary
                                    since August 1999, and Chief Financial
                                    Officer since February 2002

Jack Stein                 42       Chairman of the Board and Director since
                                    February 2002

Our shareholders elect our directors and our board of directors appoints our
officers annually. Vacancies in our board are filled by the board itself. Set
forth below are brief descriptions of the recent employment and business
experience of our officers and directors.

ALEXANDER VILESHIN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR. Mr.
Vileshin has over 19 years experience in the watch industry. From February 1981
through July 1995, Mr. Vileshin was employed by Tourneau, Inc., located in New
York, New York, which is an international watch and jewelry retailer. Mr.
Vileshin started with Tourneau, Inc. as a watch technician and left in 1995 as
vice-president in charge of Estate Sales. He was responsible for all estate and
used watch purchases and managed over 70 individuals in three departments which
had annual sales in excess of $15 million. From 1995 until present, Mr. Vileshin
has served as Vice-President, Marketing & Creative Development for Joseph
Edwards Inc., a New York City based retailer of Swiss watches and other luxury
items. At Joseph Edwards Inc., Mr. Vileshin is responsible for marketing, sales,
purchasing, inventory control and management information systems. He was also
responsible for the design, supervision and building of its flagship store in
New York City. Mr. Vileshin attended Queens College, a school of computer
science in New York City for two years and did not receive a degree. He also
attended technical and trade education in courses offered by Rolex USA, Ebel,
Bulova School, NAWC and Baume & Mercier.

THOMAS L. CROM III, CHIEF FINANCIAL OFFICER, SECRETARY AND DIRECTOR. Thomas Crom
is currently a director of three U.S. companies: Dragon Diamond Corp., a
publicly traded company engaged in mineral exploration with offices in Payson,
Arizona; Anthem Inc., an inactive corporation with offices in Payson, Arizona;
and Popmachine.com Corp., a private company with a Web site that focuses on the
music industry with offices in Payson, Arizona. In addition, since June 2002,
Mr. Crom has been a director and the chief financial officer of a public
Canadian company called Kansai Mining Corporation, which is involved in diamond
exploration in Venezuela and gold exploration in Kenya. Mr. Crom has also been
the chief financial officer of Dragon Diamond Corp. since 1988. Mr. Crom earned
a bachelor of science degree in Commerce with a major in business from Santa
Clara University in 1977, and a masters of science degree from Golden Gate
University in 1983. Since 1993, Mr. Crom has been a self-employed consultant and
provides services to the mining industry as well as to other public companies.
From 1989 to 1993 he served in various senior management positions with other
public companies.

JACK STEIN, CHAIRMAN OF THE BOARD AND DIRECTOR. Jack Stein has been a paid
consultant to Timebeat since February 2001 through his company, Palm Beach
Consulting Corp. located in North Palm Beach, Florida. Prior to joining the
Timebeat team, Mr. Stein spent 19 years in the securities industry. During his
time in the financial markets, Mr. Stein identified and financed a number of
companies successfully fulfilled their business plans. He was associated as a
registered representative with Josephthal Lyon & Ross, Inc. from December 1991
through April 1996, with Greenway Capital Corp. from May 1996 through July 1996,
and with Joseph Dillon & Company, Inc. from July


                                       17

<PAGE>


1996 through March 1998. He worked as a financial consultant for First West
Group Inc., a brokerage firm based in Boynton Beach, Florida from April 1998
through February 2001. He has completed a large number of courses towards a
Bachelor of Arts degree with an emphasis on accounting and data processing.

On December 3, 2001, the National Adjudicatory Council of NASD Regulation, Inc.
found that from March 1994 to April 1996 and from January 1997 through November
1997, Mr. Stein had made unsuitable recommendations and traded excessively in a
customer account, fining him $25,000 and suspending him in all capacities for
three months. On February 10, 2003, the Securities and Exchange Commission
sustained the findings of violation and sanctions imposed by NASD Regulation,
Inc.

CONFLICTS OF INTEREST

Members of our management are associated with other firms involved in a range of
business activities. Consequently, there are potential inherent conflicts of
interest in their acting as officers and directors of our company. Insofar as
the officers and directors are engaged in other business activities, we
anticipate they will devote only a minor amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders,
officers or directors of other companies which may be formed for the purpose of
engaging in business activities similar to us. Accordingly, additional direct
conflicts of interest may arise in the future with respect to such individuals
acting on behalf of us or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the attention of
such individuals in the performance of their duties or otherwise. Currently, we
do not have a right of first refusal pertaining to opportunities that come to
their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors,
subject to the restriction that all opportunities contemplated by our plan of
operation which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities of, and be made
available to us and the companies that they are affiliated with on an equal
basis. A breach of this requirement will be a breach of the fiduciary duties of
the officer or director. If we or the companies in which the officers and
directors are affiliated with both desire to take advantage of an opportunity,
then said officers and directors would abstain from negotiating and voting upon
the opportunity. However, all directors may still individually take advantage of
opportunities if we should decline to do so. Except as set forth above, we have
not adopted any other conflict of interest policy with respect to such
transactions.

We do not have any standing audit, nominating, or compensation committees of our
board of directors.

CODE OF ETHICS

We have not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, since we have been focusing
our efforts on obtaining financing for the company. We expect to adopt a code by
the end of the current fiscal year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Upon our change of domicile to Nevada on October 16, 2001, we were no longer a
"foreign private issuer" and our officers and directors, and persons who own
more than 10% of a registered class of our equity securities, were required to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of
1934. The following table sets forth filing activity during the most recently
completed fiscal year

--------------------------------------------------------------------------------
REPORTING PERSON              DATE REPORT DUE               DATE REPORT FILED
--------------------------------------------------------------------------------
Thomas L. Crom              Form 4 due 12/10/01                 07/29/02
--------------------------------------------------------------------------------
Thomas L. Crom              Form 4 due 04/10/02                 07/29/02
--------------------------------------------------------------------------------

                                       18

<PAGE>

--------------------------------------------------------------------------------
REPORTING PERSON              DATE REPORT DUE               DATE REPORT FILED
--------------------------------------------------------------------------------
Thomas L. Crom              Form 4 due 11/08/02                 11/08/02
--------------------------------------------------------------------------------
Thomas L. Crom              Form 4 due 01/02/03                 not filed
--------------------------------------------------------------------------------
Alexander Vileshin          Form 4 due 11/08/02                 11/22/02
--------------------------------------------------------------------------------
Alexander Vileshin          Form 4 due 01/02/03                 not filed
--------------------------------------------------------------------------------
Jack Stein                  Form 4 due 04/10/02                 07/23/02
--------------------------------------------------------------------------------
Jack Stein                  Form 4 due 06/10/02                 07/23/02
--------------------------------------------------------------------------------
Jack Stein                  Form 4 due 11/08/02                 11/13/02
--------------------------------------------------------------------------------
Jack Stein                  Form 4 due 01/02/03                 not filed
--------------------------------------------------------------------------------


ITEM 10. EXECUTIVE COMPENSATION.
================================================================================

The following table sets forth information regarding the remuneration of our
chief executive officers and all executive officers that earned in excess of
$100,000 per annum during any part of our last three fiscal years:

<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------
                                    ANNUAL COMPENSATION                   LONG TERM COMPENSATION
                            --------------------------------------------------------------------------
                                                                            AWARDS             PAYOUTS
                                                    --------------------------------------------------
                                                      OTHER                     SECURITIES
  NAME AND                                            ANNUAL      RESTRICTED    UNDERLYING               ALL OTHER
  PRINCIPAL                                          COMPENSA-       STOCK       OPTIONS/      LTIP       COMPEN-
  POSITION        YEAR      SALARY ($)   BONUS ($)    TION($)     AWARD(S)($)    SARS (#)     PAYOUTS     SATION($)
-------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>            <C>       <C>           <C>              <C>          <C>        <C>
Alexander         2003          $0          $0        (1)<F1>       $12,500          0            0          (1)<F1>
Vileshin (1)<F1>  2002          $0          $0        (1)<F1>          0             0            0          (1)<F1>
                  2001       $24,500        $0        (1)<F1>          0             0            0          (1)<F1>
-------------------------------------------------------------------------------------------------------------------

Jack Stein(2)<F2> 2003          $0          $0        (1)<F1>       $50,000          0            0          (2)<F2>
                  2002          $0          $0        (1)<F1>          0             0            0          (2)<F2>
                  2001          $0          $0        (1)<F1>          0             0            0          (2)<F2>
-------------------------------------------------------------------------------------------------------------------
_______________
<FN>
(1)<F1>  Under an agreement dated March 5, 1999 with Watch Central Corporation,
         a company controlled by Mr. Vileshin, Watch Central Corporation
         provided consulting services in exchange for $3,000 per month, plus
         reasonable expenses. In addition, we paid Watch Central Corporation
         $500 per month in rent. We paid Watch Central Corporation a total of
         $76,975 for rent and wages during fiscal year ended 2001, $7,981 during
         fiscal year ended 2002, and $7,900 during fiscal year ended 2003.
         During the fiscal year ended 2003, we sold $nil merchandise to Watch
         Central Corporation ($nil in 2002) and purchased $84,518 ($17,736 in
         2002) of merchandise from Watch Central Corporation. Watch Central
         Corporation owed us $2,143 as of March 31, 2003, $nil as of March 31,
         2002, and $24,972 as of March 31, 2000. These receivables were the
         result of sales. We owed Watch Central $72,892 as of March 31, 2003,
         $59,000 as of March 31, 2002 and $61,367 as of March 31, 2001,
         primarily as a result of consulting fees, wages, web hosting, and other
         expenses. Joseph Edwards, a company under the significant influence of
         Mr. Vileshin, owed us $-nil as of March 31, 2003, $-nil as of March 31,
         2002, and $39,370 as of March 31, 2001 as a result of sales. We owed
         Joseph Edwards $-nil as of March 31, 2003 and $nil as of March 31, 2002
         and 2001 as a result of sales made to Joseph Edwards. During fiscal
         2003, 2002 and 2001, we made purchases of $84,518, $17,736 and $9,054,
         respectively, of merchandise from Watch Central Corporation. There were
         no purchases from Watch Central during fiscal 1999. We also paid Watch
         Central $-nil in fiscal 2003, $6,974 in fiscal 2002 and $24,500 in
         fiscal 2001 as a management fee for the services of Mr. Vileshin. This
         is reflected as salary in the above table. There were no other
         transactions between Watch Central Corporation and us during the fiscal
         years ended 2001 through 2003.

         On October1, 2002, we issued Mr. Vileshin 50,000 shares of common stock
         valued at $0.25 per share for services rendered

(2)<F2>  PALM BEACH CONSULTING CORP.  On February 25, 2001, we entered into a
         Consulting Agreement with Palm Beach Consulting Corp. Palm Beach
         Consulting Corp. is owned and operated by Jack Stein, the husband of
         Michele Albo, who was a director at the time of the agreement. On
         February 28, 2002, Mr. Stein became one of our directors, replacing Ms.
         Albo who had resigned. Under the agreement, we paid Palm Beach
         Consulting $650 per month as rent for a showroom and storage space for
         our inventory to be sold on WWW.TIMEBEAT4TEENS.COM. The space is
         approximately 300 square feet. Palm Beach Consulting also agreed to
         provide consulting services for $4,000 per month. The term of the
         agreement was one year. For the fiscal year ended March 31, 2001, we
         paid Palm Beach rent of $650. For the fiscal year ended March 31, 2002,
         we paid Palm Beach Consulting Corp. $7,800 for rent and $77,250 for
         consulting services.
</FN>
</TABLE>

                                       19

<PAGE>

         Effective April 1, 2002, we increased the compensation paid to Palm
         Beach Consulting for Mr. Stein's services to $5,000 per month and
         agreed to pay $2,500 per month as a non-accountable expense
         reimbursement. This reimbursement amount includes rent of $650,
         telephone expenses of $1,500, entertainment expenses of $300, and
         office expenses of $50. During fiscal 2003, we paid Palm Beach
         Consulting Corp a total of $131,613 in cash and stock valued at $50,000
         for consulting and expenses in also paid an additional $7,250 for rent.
         On August 2, 2003, we issued Jack Stein 200,000 shares of common stock
         valued at $0.25 per share for services.

Other than the above, we do not pay monetary compensation to our officers and
directors, nor do we compensate our directors for attendance at meetings. We do
reimburse our officers and directors for reasonable expenses incurred during the
course of their performance. There are no employment agreements with any of our
executive officers, and we have no long-term incentive or medical reimbursement
plans. We anticipate offering some form of incentive-based monetary compensation
in the future.

<TABLE>
<CAPTION>
                                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
------------------------------------------------------------------------------------------------------------------
                          NUMBER OF SECURITIES         % OF TOTAL
                               UNDERLYING         OPTIONS/SARS GRANTED
                          OPTIONS/SARS GRANTED      TO EMPLOYEES IN        EXERCISE OR BASE
          NAME                     (#)                FISCAL YEAR            PRICE ($/SH)          EXPIRATION DATE
------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                     <C>                  <C>
Alexander Vileshin               210,000                 17.3%                   $0.13                12/30/07
------------------------------------------------------------------------------------------------------------------
Jack Stein                       600,000                 49.6%                   $0.13                12/30/07
------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------------------
                                                                         NUMBER OF SECURITIES     VALUE OF UNEXERCISED
                                                                        UNDERLYING UNEXERCISED        IN-THE-MONEY
                                                                            OPTIONS/SARS AT        OPTIONS/SARS AT
                                                                               FY-END (#)             FY-END ($)
                           SHARES ACQUIRED ON                                 EXERCISABLE/          EXERCISABLE/
          NAME                EXERCISE (#)         VALUE REALIZED ($)         UNEXERCISABLE         UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>               <C>                          <C>
Alexander Vileshin                 -0-                    -0-               660,000/140,000              0/0
----------------------------------------------------------------------------------------------------------------------

Jack Stein                         -0-                    -0-               649,166/550,834              0/0
----------------------------------------------------------------------------------------------------------------------
</TABLE>

STOCK OPTION PLANS

As of March 31, 2003 we have two stock option plans: a 1999 Stock Option Plan
and a 2002 Nonstatutory Stock Option Plan. Under the 1999 plan, our board of
directors may from time to time grant up to 3,200,000 options to purchase shares
of our common stock to our officers, directors, employees or consultants. Under
the 2002 plan, options or restricted stock may only be granted to employees and
consultants and 3,000,000 shares are available for issuance.

As of March 31, 2003, options to purchase 3,772,334 were outstanding under both
plans and 228,332 options had been exercised, leaving 2,427,666 options
available under the plans.

The following table provides certain option, warrant and rights information
(whether vested or not) as to the officers and directors individually, and as a
group, as of March 31, 2003:

<TABLE>
<CAPTION>
                                     TITLE OF         NUMBER OF       DATE       EXERCISE
NAME OF HOLDER                      SECURITIES       SECURITIES     OF GRANT      PRICE*       EXPIRATION DATE
<S>                                   <C>              <C>          <C>            <C>             <C>
Alexander Vileshin                    Options          304,000      03/08/99       $0.52           03/08/04
   Director Chief Executive                            50,000       06/01/99       $0.70           06/01/04
   Officer & President                                 236,000      09/30/99       $0.52           09/30/04
                                                       210,000      12/30/02       $0.13           12/30/07
</TABLE>


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                     TITLE OF         NUMBER OF       DATE       EXERCISE
NAME OF HOLDER                      SECURITIES       SECURITIES     OF GRANT      PRICE*       EXPIRATION DATE
<S>                                   <C>              <C>          <C>            <C>             <C>
Jack Stein                            Options          147,500      09/30/99       $0.52           09/30/04
   Director & Chairman of the                          452,500      03/15/02       $0.40           03/15/07
   Board                                               600,000      12/30/02       $0.13           12/30/07

Thomas L. Crom                        Options          300,000      08/16/99       $0.52           08/16/04
   Director, Chief Financial                           100,000      03/15/02       $0.40           03/15/07
   Officer & Secretary                                 400,000      12/30/02       $0.13           12/30/07


Officers & directors as a group       Options         2,800,000
(3 persons)
</TABLE>

-----------------------
*Some of the options and warrants were originally granted with exercise prices
stated in Canadian dollars. The prices shown above are stated in U.S. dollars,
based on US$1.00 = Cdn.$1.469 at March 31, 2003.

At March 31, 2003, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
        PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                            <C>                         <C>
Equity compensation plans                2,800,000                      $0.31                       400,000
approved by security holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation plans not             972,334                       $0.45                      2,027,666
approved by security holders
-------------------------------------------------------------------------------------------------------------------
Total                                    3,772,334                      $0.35                      2,427,666
-------------------------------------------------------------------------------------------------------------------
</TABLE>



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

The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock on July 5, 2003, by each officer
and director, and all officers and directors as a group, as well as all persons
who own greater than 5% of our outstanding shares:


                                     NUMBER OF SHARES      PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER (1)        BENEFICIALLY OWNED     BENEFICIALLY OWNED(2)

Thomas L. Crom III                       710,000 (3)               3.4%
P.O. Box 9
Payson, Arizona 85547-0009


Jack Stein                               989,171(4)                4.8%
745 U.S. Highway One #201
North Palm Beach, Florida 33408


Alexander Vileshin                       741,500 (5)               3.6%
235 E. 40th Street, Apt. 34II
New York, New York 10016


                                       21
<PAGE>

                                     NUMBER OF SHARES      PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER (1)        BENEFICIALLY OWNED     BENEFICIALLY OWNED(2)

All executive officers and             2,440,666 (6)               11.1%
directors as a group (3 persons)

_______________

(1)  To our knowledge, except as set forth in the footnotes to this table and
     subject to applicable community property laws, each person named in the
     table has sole voting and investment power with respect to the shares set
     forth opposite such person's name.

(2)  Percentages before issuance are based on 20,145,149 shares of common stock
     outstanding as of July 5, 2003. Where the persons listed on this table have
     the right to obtain additional shares of common stock within 60 days from
     July 5, 2003, these additional shares are deemed to be outstanding for the
     purpose of computing the percentage of class owned by such persons, but are
     not deemed to be outstanding for the purpose of computing the percentage of
     any other person.

(3)  Includes 500,000 shares issuable upon exercise of vested stock options.

(4)  Includes 649,166 shares issuable upon exercise of vested stock options.

(5)  Includes 660,000 shares issuable upon exercise of vested stock options.

(6)  Includes 1,809,166 shares issuable upon exercise of vested stock options.


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

Other than as disclosed in Item 10. Executive Compensation, which discusses the
transactions between us and Alexander Vileshin, and his affiliated companies,
and below, none of our present directors, officers or principal shareholders,
nor any family member of the foregoing, nor, to the best of our information and
belief, any of our former directors, senior officers or principal shareholders,
nor any family member of such former directors, officers or principal
shareholders, has or had any material interest, direct or indirect, in any
transaction, or in any proposed transaction which has materially affected or
will materially affect us.

ROBERT G. MCMORRAN, FORMER DIRECTOR. Under an agreement dated August 27, 1998,
Malaspina Consultants Inc., a company controlled by Mr. McMorran, provided
accounting, administrative, investor relations and financial consulting services
in exchange for Cdn$4,000 per month, plus reasonable expenses. We also paid
Malaspina Consultants Inc. Cdn$850 per month as rent through March 31, 2003. We
paid Cdn$48,000 for 2002 and Cdn$51,500 for 2003, exclusive of payments for
rent. On September 30, 1999, we had granted Robert McMorran options to purchase
up to 64,000 shares of common stock at $0.22 per share. Mr. McMorran exercised
all of these options in July and August 2001. On November 21, 2001, we issued
12,500 shares valued at $0.45 per share to pay for services rendered. Also on
November 21, 2001, we granted Malaspina Consultants options to purchase up to
120,000 shares of common stock at $0.37 per share. One-third of the options
vested at the time of grant, one-third will vest November 21, 2002, and the
remaining third will vest November 21, 2003. On October 2, 2002, we issued
100,000 shares of common stock valued at $0.25 per share for services rendered
and an additional 100,000 shares of common stock valued at $0.25 per share for
rent, telephone, and other costs related to our office.

MICHELE ALBO, FORMER DIRECTOR. Under a written agreement with Ms. Albo, she
provided consulting services in exchange for a compensation based on her time
not to exceed $1,500 per month, plus reasonable expenses. Ms. Albo resigned as a
director on February 28, 2002. We paid Ms. Albo a total of $3,950 during the
fiscal year ended 2002 and $nil during the fiscal year ended 2003. We issued
18,900 shares of common stock valued at $0.37 per share during the 2002 fiscal
year for services rendered.


                                       22

<PAGE>


THOMAS L. CROM, III, SECRETARY AND DIRECTOR. Under a written agreement with
Eureka Ventures Inc., a company wholly-owned by Mr. Crom III, he provides
consulting services in exchange for compensation based on his time which ranges
between $1,000 to $4,000 per month, plus reasonable expenses. We paid Mr. Crom
III a total of $nil during fiscal year 2002 and $-nil during the fiscal year
2003. As of March 31, 2001, Mr. Crom owed us $3,000. This amount was repaid
during fiscal 2002. During fiscal 2002, we paid Eureka Ventures $48,000 in
consulting fees and rent of $6,000. During fiscal 2003, we paid or accrued
Eureka Ventures $60,000 in consulting fees and rent of $ 6,000 of these amounts
$23,250 remains unpaid as of March 31, 2003. During the 2002 fiscal year, we
also issued 50,000 shares of common stock valued at $.45 per share to Mr. Crom
for services rendered. On August 2, 2002, we issued 100,000 shares of common
stock valued at $0.25 per share to Mr. Crom for services rendered.

Effective April 1, 2002, we increased the compensation paid to Eureka Ventures
for Mr. Crom's services to $5,000 per month and agreed to pay $750 per month as
a non-accountable expense reimbursement. This reimbursement amount includes rent
of $250, telephone expenses of $250, and office expenses of $250.

PALM BEACH CONSULTING CORP. On February 25, 2001, we entered into a Consulting
Agreement with Palm Beach Consulting Corp. Palm Beach Consulting Corp. is owned
and operated by Jack Stein, the husband of Michele Albo, who was a director at
the time of the agreement. On February 28, 2002, Mr. Stein became one of our
directors, replacing Ms. Albo who had resigned. Under the agreement, we paid
Palm Beach Consulting $650 per month as rent for a showroom and storage space
for our inventory to be sold on WWW.TIMEBEAT4TEENS.COM. The space is
approximately 300 square feet. Palm Beach Consulting also agreed to provide
consulting services for $4,000 per month. The term of the agreement was one
year. For the fiscal year ended March 31, 2002, we paid Palm Beach Consulting
Corp. $7,800 for rent and $77,250 for consulting services.

Effective April 1, 2002, we increased the compensation paid to Palm Beach
Consulting for Mr. Stein's services to $5,000 per month and agreed to pay $2,500
per month as a non-accountable expense reimbursement. This reimbursement amount
includes rent of $650, telephone expenses of $1,500, entertainment expenses of
$300, and office expenses of $50. During fiscal 2003, we paid Palm Beach
Consulting Corp a total of $131,613 in cash and stock valued at $50,000 for
consulting and expenses in also paid an additional $7,250 for rent. On August 2,
2002, we issued Jack Stein 200,000 shares of common stock valued at $0.25 per
share for services.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
================================================================================
(a)      EXHIBITS:

   REGULATION
   S-B NUMBER                            EXHIBIT

       2.1         Plan of Merger Merging Timebeat.com Enterprises Inc., a
                   Wyoming Corporation into Timebeat.com Enterprises Inc., a
                   Nevada Corporation (1)

       3.1         Articles of Incorporation (2)

       3.2         Bylaws (2)

      10.1         Letter Agreement dated October 10, 1993 between the Company
                   and Energex Minerals Ltd. regarding the JD Property
                   (Amendment) (3)

      10.2         Letter Agreement dated September 30, 1994 between the Company
                   and Energex Minerals Ltd. (3)

      10.3         Agreement dated January 10, 1996 between the Company and
                   Energex Minerals Ltd. (3)

      10.4         Agreement dated June 14, 1996 between the Company and Energex
                   Minerals Ltd. (3)


                                       23
<PAGE>

   REGULATION
   S-B NUMBER                            EXHIBIT

      10.5         Agreement dated December 6, 1996 between the Company and
                   Cheni Resources Inc. and Meota Resources Corp. (3)

      10.6         Maps of the Company's Properties (3)

      10.7         Stock Option Plan dated August 29, 1999 (3)

      10.8         Letter of Intent dated March 5, 1999, between the Company,
                   Watch Central Corporation and Timebeat.com Inc. (4)

      10.9         Agreement dated December 14, 1999 between the Company,
                   Watchzone.net Inc., the management of Watchzone.net Inc., and
                   Timebeat.com Inc. (4)

      10.10        Timebeat.com Asset Acquisition Agreement of Watchzone.net and
                   Watchzone.tv, and Employment Agreement dated November 1, 2000
                   (4)

      10.11        Malaspina Consultants Inc. Term Sheet office lease dated
                   August 27, 1998 (4)

      10.12        Consulting Agreement with Palm Beach Consulting Corp. dated
                   February 25, 2001(4)

      10.13        Amended and Restated Investment Agreement between the Company
                   and Swartz Private Equity dated October 10, 2001 (4)

      10.14        Amended and Restated Registration Rights Agreement between
                   the Company and Swartz Private Equity dated October 10, 2001
                   (4)

      10.15        Form of Commitment Warrants (4)

      10.16        Consulting Agreement with Eureka Ventures Inc. dated January
                   1, 2001 (5)

      10.17        Stock Option Agreement with Jack Stein dated March 15, 2002
                   (6)

      10.18        Stock Option Agreement with Thomas L. Crom dated March 15,
                   2002 (6)

      10.19        2002 Nonstatutory Stock Option Plan

       21          List of subsidiaries (6)

      31.1         Certification Pursuant to Rule 13a-14(a) of Chief Executive
                   Officer

      31.2         Certification Pursuant to Rule 13a-14(a) of Chief Financial
                   Officer

      32.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                   Chief Executive Officer

      32.2         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                   Chief Financial Officer
_____________________

(1)  Incorporated by reference to our proxy materials filed July 3, 2001
(2)  Incorporated by reference to our registration statement on Form S-8, file
     no. 333-75474.
(3)  Incorporated by reference to our Annual Report on Form 20-F for the fiscal
     year ended March 31, 1999, file no. 0-29260.
(4)  Incorporated by reference to our Registration Statement on Form SB-2, file
     no. 333-59222.

                                       24

<PAGE>

(5)  Incorporated by reference to our Annual Report on Form 10-KSB for the
     fiscal year ended March 31, 2001.
(6)  Incorporated by reference to our Annual Report on Form 10-KSB for the
     fiscal year ended March 31, 2002.

(b)  REPORTS ON FORM 8-K:  None.


ITEM 14.      CONTROLS AND PROCEDURES
================================================================================

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our disclosure controls and procedures as
defined in Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934
within 90 days of the filing date of this report. Based on their evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that the design
and operation of our disclosure controls and procedures could be improved as of
the date of the evaluation.

To improve our disclosure controls and procedures, we closed our Vancouver
office at the end of March 2003. We then engaged a U.S.-based auditing firm in
June 2003. We are in the process of consolidating our entire inventory in one
location.


ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
================================================================================

AUDIT FEES

Davidson & Company billed $32,619 for professional services rendered for the
audit of our annual financial statements for fiscal year 2002 and the reviews of
the financial statements included in our Forms 10-QSB for that fiscal year. For
fiscal year 2003, Davidson & Company billed $10,748 for the reviews of the
financial statements included in our Forms 10-QSB. We expect Dohan and Company
to bill us $25,000 for the audit of our annual financial statements for fiscal
year 2003.

AUDIT-RELATED FEES

For fiscal year 2002, Davidson & Company billed $680 for the review of a
registration statement on Form S-8. There were no fees billed for services
reasonably related to the performance of the audit or review of our financial
statements outside of those fees disclosed above under "Audit Fees" for fiscal
year 2003.

TAX FEES

Davidson & Company billed $1,700 for fiscal year 2002 for tax compliance, tax
advice, and tax planning services. No amounts have yet been billed for similar
work for fiscal year 2003.

ALL OTHER FEES

There were no other fees billed by our principal accountants other than those
disclosed above for fiscal years 2002 and 2003.

AUDIT COMMITTEE APPROVAL AND PROCEDURES

We do not have an audit committee of our board of directors. Prior to engaging
our accountants to perform a particular service, our board of directors obtains
an estimate for the service to be performed. All of the services described above
were approved by the board of directors in accordance with its procedures.


                                       25

<PAGE>

                                   SIGNATURES

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

                                   TIMEBEAT.COM ENTERPRISES INC.


Dated: August 14, 2003             By: /s/ ALEXANDER VILESHIN
                                      ------------------------------------------
                                      Alexander Vileshin, President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                       TITLE                                       DATE
<S>                                             <C>                                         <C>

/s/ ALEXANDER VILESHIN                          Chief Executive Officer, President and
----------------------------                    Director (Principal Executive Officer)      August 14, 2003
Alexander Vileshin
                                                Director, Chief Financial Officer and
/s/ THOMAS L. CROM                              Secretary (Principal Financial and
----------------------------                    Accounting Officer)                         August 14, 2003
Thomas L. Crom

/s/ JACK STEIN
----------------------------                    Director                                    August 14, 2003
Jack Stein
</TABLE>








                                       26


<PAGE>


















                          TIMEBEAT.COM ENTERPRISES INC.


                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)


                                 MARCH 31, 2003











                                      F-1

<PAGE>


Dohan and Company                                 7700 North Kendall Drive, #200
Certified Public Accountants                          Miami, Florida  33156-7564
A Professional Association                            Telephone:  (305) 274-1366
                                                      Facsimile:  (305) 274-1368






                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Timebeat.com Enterprises, Inc. and Subsidiary
(Expressed in United States dollars)

We have audited the  accompanying  consolidated  balance  sheet of  Timebeat.com
Enterprises,  Inc.,  Inc. and Subsidiary (the Company) as of March 31, 2003, and
the  related  consolidated   statements  of  operations,   stockholders'  equity
(deficiency in assets),  and cash flows for the year then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  The  financial  statements  of  Timebeat.com  Enterprises,  Inc. and
Subsidiary  as of March 31, 2002,  were audited by other  auditors  whose report
dated June 6, 2002, expressed an unqualified opinion on those statements.

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

In our opinion,  the 2003 financial statements referred to above present fairly,
in all material respects,  the financial  position of Timebeat.com  Enterprises,
Inc. and  Subsidiary as of March 31, 2003,  and the results of their  operations
and their  cash  flows for the year then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
has used,  rather than  provided,  cash from  operations and has a deficiency in
assets of $21,208.  These factors raise  substantial  doubt about its ability to
continue as a going concern.  The ability of the Company to continue  operations
is subject to its ability to secure  additional  capital to meet its obligations
and to fund operations.  Management's  plans in regard to these matters are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ Dohan and Company P.A. CPA's

Miami, Florida
June 27, 2003
(except as to Note 13 which
 is as of July 17, 2003)


                                      F-2

<PAGE>

DAVIDSON & COMPANY    Chartered Accountants        A Partnership of Incorporated
                                                   Professionals



                          INDEPENDENT AUDITORS' REPORT



To the Stockholders and the Board of Directors
Timebeat.com Enterprises Inc.
(Expressed in United States dollars)


We have audited the  accompanying  consolidated  balance  sheet of  Timebeat.com
Enterprises Inc. as at March 31, 2002 and the related consolidated statements of
operations,  stockholders'  equity and cash  flows for the year ended  March 31,
2002. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

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

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as at March 31, 2002
and the  results of its  operations  and its cash flows for the year ended March
31, 2002 in conformity  with  generally  accepted  accounting  principles in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the  Company  does not have the  necessary
working capital for its planned activity.  This matter raises  substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regards to this matter is  discussed  in Note 2. The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




                                                            "DAVIDSON & COMPANY"

                                                          /s/ Davidson & Company

Vancouver, Canada                                          Chartered Accountants

June 6, 2002






                          A Member of SC INTERNATIONAL

          1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
                         Vancouver, BC, Canada, V7Y 1G6
                   Telephone (604) 687-0947 Fax (604) 687-6172


                                      F-3
<PAGE>



TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)
MARCH 31

<TABLE>
<CAPTION>
=========================================================================================================================

                                                                                                   2003             2002
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
ASSETS

CURRENT
    Cash                                                                                $        24,199   $        4,552
    Receivables                                                                                   5,071           32,489
    Due from related parties (Note 4)                                                             8,244               -
    Inventory                                                                                   130,387          182,167
    Prepaid expenses                                                                             14,601           38,746
    Deferred tax assets less valuation allowance of $2,746,992 (2002 - $2,489,884)                   -                -
                                                                                        ---------------   --------------

    Total current assets                                                                        182,502          257,954

PROPERTY AND EQUIPMENT (Note 5)                                                                  13,861           17,445
                                                                                        ---------------   --------------

TOTAL ASSETS                                                                            $       196,363   $      275,399
========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)

CURRENT
    Accounts payable and accrued liabilities                                            $       117,429   $      115,461
    Due to related parties (Note 4)                                                              96,142           59,000
    Stock subscriptions received                                                                  4,000           63,501
                                                                                        ---------------   --------------

    Total current liabilities                                                                   217,571          237,962
                                                                                        ---------------   --------------

CONTINGENCIES AND COMMITMENTS (Note 8)

STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
    Common stock (Note 6)
       Authorized
          100,000,000 common shares with a par value of $0.001 per share
       Issued and outstanding
          20,145,149 common shares (2002 - 18,702,103)                                           20,145           18,702
    Additional paid-in capital                                                               16,093,488       15,570,667
    Stock subscriptions receivable                                                              (39,860)         (86,500)
    Deferred stock-based compensation (Note 7)                                                 (133,907)        (153,097)
    Accumulated other comprehensive income                                                       45,800           45,800
    Accumulated deficit                                                                     (16,006,874)     (15,358,135)
                                                                                        ---------------   --------------

    Total stockholders' equity (deficiency in assets)                                           (21,208)          37,437
                                                                                        ---------------   --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)                       $       196,363   $      275,399
========================================================================================================================

NATURE OF OPERATIONS (Note 1)
SUBSEQUENT EVENTS (Note 13)
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-4
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States dollars)
FOR THE YEARS ENDED MARCH 31

================================================================================

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



SALES                                             $    498,939     $    109,779

COST OF GOODS SOLD (Note 4)                           (227,061)         (83,381)
                                                  ------------     ------------

GROSS MARGIN                                           271,878           26,398
                                                  ------------     ------------

GENERAL AND ADMINISTRATIVE EXPENSES
    Advertising and promotion                           56,579           42,113
    Bad debts                                               -             4,938
    Commitment fees                                         -            14,578
    Depreciation                                         3,584            5,711
    Management and consulting fees (Note 4)            481,164          392,869
    Office, secretarial and administration              40,296           21,847
    Professional fees                                   69,329          127,091
    Rent (Note 4)                                       23,845           26,300
    Salaries and benefits (Note 4)                       7,784           61,817
    Telephone, fax and utilities                        37,953           28,808
    Transfer agent and regulatory fees                   4,857            5,711
    Travel and investor relations                       97,008           23,943
    Web-site development (Note 4)                       51,262          115,691
                                                  ------------     ------------

                                                      (873,661)        (871,417)
                                                  ------------     ------------

LOSS BEFORE INCOME (EXPENSES) AND INCOME TAXES        (601,783)        (845,019)
                                                  ------------     ------------

OTHER INCOME (EXPENSES)
    Foreign exchange gain (loss)                         1,058           (5,489)
    Interest and other income                            1,091           12,539
    Settlement of lawsuit (Note 8)                          -           (12,990)
    Write-down of inventory                            (49,105)         (13,472)
    Write-down of investment in web-sites                   -            (3,500)
                                                  ------------     ------------

                                                       (46,956)         (22,912)
                                                  ------------     ------------

NET LOSS BEFORE INCOME TAXES                          (648,739)        (867,931)

INCOME TAXES                                                -                -
                                                  ------------     ------------

NET LOSS                                          $   (648,739)    $   (867,931)
================================================================================

BASIC AND DILUTED NET LOSS PER SHARE              $      (0.03)    $      (0.05)
================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       19,464,511       18,001,733
================================================================================


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-5
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
(Expressed in United States dollars)

<TABLE>
<CAPTION>
===============================================================================================================================
                                                   Issued
                                          ------------------------

                                                                                                                  Accumulated
                                                                      Additional          Stock      Deferred           Other
                                               Number                    Paid-in  Subscriptions   Stock-based   Comprehensive
                                            of Shares      Amount        Capital     Receivable  Compensation          Income
-------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>         <C>           <C>            <C>            <C>

Balance, March 31, 2001                    16,511,204   $  16,511   $ 14,668,080  $         -    $   (152,034)  $     45,800
  Common stock issued on exercise of
    options                                   130,666         131         35,282            -             -               -
  Common stock issued pursuant to
    private placements                      1,842,833       1,843        551,007       (86,500)           -               -
  Common stock issued for debt
    settlements                               167,400         167         73,651            -             -               -
  Common stock issued to consultants
    for services                               50,000          50         24,616            -             -               -
  Stock-based compensation on issuance
    of warrants                                    -           -          14,578            -             -               -
  Stock-based compensation on granting,
    repricing and cancellation of
    stock options                                  -           -         203,453            -       (203,453)             -
  Amortization of deferred stock-based
    compensation                                   -           -              -             -        202,390              -
  Net loss                                         -           -              -             -             -               -
                                          -----------   ---------   ------------  ------------   -----------    ------------

Balance, March 31, 2002                    18,702,103      18,702     15,570,667       (86,500)     (153,097)         45,800
  Common stock issued on exercise of
    options                                    97,666          97         34,804            -             -               -
  Common stock issued pursuant to
    private placements                        427,000         428        122,072            -             -               -
  Common stock issued for debt
    settlements                                13,600          14          3,386            -             -               -
  Common stock issued on exercise of
    put option                                 54,780          54          9,806        (9,860)           -               -
  Common stock issued to consultants
    for services                              850,000         850        201,650            -             -               -
  Stock subscriptions received                     -           -              -         56,500            -               -
  Stock-based compensation on granting,
    repricing and cancellation of
    stock options                                  -           -         151,103            -       (151,103)             -
  Amortization of deferred stock-based
    compensation                                   -           -              -             -        170,293              -
  Net loss                                         -           -              -             -                             -
                                          -----------   ---------   ------------  ------------   -----------    ------------

Balance, March 31, 2003                    20,145,149   $  20,145   $ 16,093,488  $    (39,860)  $  (133,907)   $     45,800
===============================================================================================================================

<CAPTION>
================================================================================
                                                                           Total
                                                                   Stockholders'
                                                                          Equity
                                                                     (Deficiency
                                                         Deficit      in Assets)
--------------------------------------------------------------------------------
<S>                                               <C>              <C>

Balance, March 31, 2001                           $  (14,490,204)  $     88,153
  Common stock issued on exercise of
    options                                                   -          35,413
  Common stock issued pursuant to
    private placements                                        -         466,350
  Common stock issued for debt
    settlements                                               -          73,818
  Common stock issued to consultants
    for services                                              -          24,666
  Stock-based compensation on issuance
    of warrants                                               -          14,578
  Stock-based compensation on granting,
    repricing and cancellation of
    stock options                                             -              -
  Amortization of deferred stock-based
    compensation                                              -         202,390
  Net loss                                              (867,931)      (867,931)
                                                  --------------   ------------

Balance, March 31, 2002                              (15,358,135)        37,437
  Common stock issued on exercise of
    options                                                   -          34,901
  Common stock issued pursuant to
    private placements                                        -         122,500
  Common stock issued for debt
    settlements                                               -           3,400
  Common stock issued on exercise of
    put option                                                -              -
  Common stock issued to consultants
    for services                                              -         202,500
  Stock subscriptions received                                -          56,500
  Stock-based compensation on granting,
    repricing and cancellation of
    stock options                                             -              -
  Amortization of deferred stock-based
    compensation                                              -         170,293
  Net loss                                              (648,739)      (648,739)
                                                  --------------   ------------

Balance, March 31, 2003                           $  (16,006,874)  $    (21,208)
================================================================================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-6
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
FOR THE YEARS ENDED MARCH 31

<TABLE>
<CAPTION>
============================================================================================================

                                                                                       2003            2002
------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                  $    (648,739)   $   (867,931)
    Items not affecting cash:
       Depreciation                                                                   3,584           5,711
       Management and consulting fees -stock based compensation                     285,926         188,264
       Salaries and benefits - stock based compensation                               4,000          38,792
       Write-down of inventory                                                       49,105          13,472
       Write-down of investment in web-sites                                             -            3,500
       Commitment fees paid by warrants                                                  -           14,578
       Accrued web-site development and management fees to related parties               -           59,000
       Investor relations -stock based compensation                                  76,617              -

    Changes in assets and liabilities:
       Decrease in receivables                                                       27,418          37,844
       (Increase) decrease in due from related parties                               (8,244)         74,454
       (Increase) decrease in inventory                                               2,675         (13,093)
       (Increase) decrease in prepaid expenses                                       30,395         (37,496)
       Increase in accounts payable and accrued liabilities                           5,368          33,635
                                                                              -------------    ------------

    Net cash used in operating activities                                          (171,895)       (449,270)
                                                                              -------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds on issuance of common stock                                             93,900         461,722
    Due to related parties                                                           37,142        (106,445)
    Stock subscriptions received                                                      4,000          63,501
    Stock subscriptions receivable                                                   56,500              -
                                                                              -------------    ------------

    Net cash provided by financing activities                                       191,542         418,778
                                                                              -------------    ------------

INCREASE (DECREASE) IN CASH DURING THE YEAR                                          19,647         (30,492)

CASH, BEGINNING OF YEAR                                                               4,552          35,044
                                                                              -------------    ------------

CASH, END OF YEAR                                                             $      24,199    $      4,552
============================================================================================================

CASH PAID DURING THE YEAR FOR INTEREST EXPENSE                                $          -     $         -
============================================================================================================

CASH PAID DURING THE YEAR FOR INCOME TAXES                                    $          -     $         -
============================================================================================================

SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS (Note 9)

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-7
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


1.       NATURE OF OPERATIONS

         The  Company  was  incorporated  on May 23,  1985 under the laws of the
         Province of British Columbia,  Canada and  re-incorporated in the Yukon
         Territory, Canada in September of 1999. The Company changed domicile to
         the State of Nevada on October 16, 2001. In connection  with becoming a
         Nevada corporation, the Company's authorized common stock was increased
         from 100,000,000  shares with no par value to 100,000,000 shares with a
         par  value of  $0.001  per  share.  The  Company's  principal  business
         activity, through its subsidiary,  includes the operation of e-commerce
         retail web-sites specializing in sales of watches, fine jewelry as well
         as clothing and related products for teens and young adults.

         During the year ended  March 31,  2001,  the Company  discontinued  the
         exploration of its mineral properties and,  accordingly,  was no longer
         considered an exploration stage company.


2.       GOING CONCERN

         These   consolidated   financial   statements  have  been  prepared  in
         conformity with generally accepted accounting  principles in the United
         States of America with the on-going assumption that the Company will be
         able to realize its assets and discharge its  liabilities in the normal
         course of business.  However,  certain conditions noted below currently
         exist which raise  substantial  doubt  about the  Company's  ability to
         continue as a going concern. These consolidated financial statements do
         not include any  adjustments  to the  amounts  and  classifications  of
         assets and  liabilities  that might be necessary  should the Company be
         unable to continue as a going concern.

         The  operations  of the  Company  have  primarily  been  funded  by the
         issuance  of common  stock.  Continued  operations  of the  Company are
         dependent on the Company's ability to complete equity financings and/or
         generate profitable operations in the future. Management's plan in this
         regard is to secure additional funds through future equity financings.

         =======================================================================

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

         Net loss                                    $   (648,739)  $  (867,931)
         Stockholders' equity (deficiency in assets)      (21,208)       37,437
         Working capital (deficiency)                     (35,069)       19,992
         =======================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES

         These   consolidated   financial   statements  have  been  prepared  in
         accordance with generally accepted accounting  principles in the United
         States of America.


         PRINCIPLES OF CONSOLIDATION

         These  consolidated  financial  statements  include the accounts of the
         Company  and  its  wholly-owned   subsidiary,   Timebeat.com  Inc.  All
         significant   inter-company   balances  and   transactions   have  been
         eliminated upon consolidation.

                                      F-8
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         USE OF ESTIMATES

         The preparation of consolidated financial statements in conformity with
         generally  accepted  accounting  principles  in the  United  States  of
         America  requires  management to make  estimates and  assumptions  that
         affect  the  reported   amounts  of  assets  and  liabilities  and  the
         disclosure  of  contingent  assets and  liabilities  at the date of the
         financial  statements and the reported amounts of revenues and expenses
         during the year. Actual results could differ from those estimates.

         FOREIGN CURRENCY TRANSLATION AND REPORTING CURRENCY

         Transaction amounts denominated in foreign currencies are translated at
         exchange rates  prevailing at  transaction  dates.  Carrying  values of
         monetary assets and liabilities are adjusted at each balance sheet date
         to reflect  the  exchange  rate at that date.  Non-monetary  assets and
         liabilities  are  translated  at the  exchange  rate  on  the  original
         transaction date. Gains and losses from restatement of foreign currency
         monetary  and  non-monetary  assets and  liabilities  are  included  in
         income.  Revenues and expenses are  translated at the rates of exchange
         prevailing on the dates such items are recognized in earnings.

         For periods prior to April 1, 2000, the Company's  functional  currency
         was the Canadian  dollar.  Accordingly,  any related  exchange gains or
         losses  prior  to  April 1,  2000  have  been  recorded  in a  separate
         component of stockholders'  equity as accumulated  other  comprehensive
         income.

         CASH AND CASH EQUIVALENTS

         Cash  and cash  equivalents  include  highly  liquid  investments  with
         original maturities of three months or less.

         INVENTORY

         Inventory, consisting of finished goods, is valued at the lower of cost
         and net realizable  value.  Cost is determined  using the specific item
         method for  watches and jewelry  and the  weighted  average  method for
         clothing and related products.

         WEB-SITE ACQUISITION AND DEVELOPMENT COSTS

         Web-site  acquisition and development costs incurred in the preliminary
         project stage are expensed as incurred. The Company capitalizes certain
         costs  incurred in the developing or obtaining of internal use software
         used in the web-site.  Capitalized  costs are amortized over the assets
         estimated useful life.

         PROPERTY AND EQUIPMENT

         Property  and   equipment   are  recorded  at  cost  less   accumulated
         depreciation.  Depreciation  is recorded  annually  using the following
         methods:


            Office equipment              20% declining balance
            Computer equipment            30% declining balance
            Computer software             30% declining balance


                                      F-9
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         STOCK-BASED COMPENSATION

         Statement  of  Financial  Accounting  Standards  No. 123 ("SFAS  123"),
         "Accounting for  Stock-Based  Compensation",  encourages,  but does not
         require,  companies  to record the  compensation  cost for  stock-based
         employee  compensation  plans at fair value.  The Company has chosen to
         account  for  employee   stock-based   compensation   using  SFAS  123.
         Accordingly,  compensation  cost for employee stock options is measured
         based on the fair value of the stock options granted.

         The  Company   accounts   for   stock-based   compensation   issued  to
         non-employees  in  accordance  with the  provisions of SFAS 123 and the
         Emerging  Issues Task Force  Issue No.  96-18,  "Accounting  for Equity
         Instruments that are Issued to Other Than Employees for Acquiring or in
         Conjunction with Selling, Goods or Services" ("EITF 96-18").


         INCOME TAXES

         The Company  follows the asset and liability  method of accounting  for
         income taxes. Under this method current income taxes are recognized for
         the estimated income taxes payable for the current period

         A  deferred  tax  asset or  liability  is  recorded  for all  temporary
         differences  between financial and tax reporting and net operating loss
         carryforwards.  Deferred  tax expenses  (benefits)  result from the net
         change during the period of deferred tax assets and liabilities.

         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.


         REVENUE RECOGNITION

         Revenue  from  the  sale of  watches,  fine  jewelry  and  clothing  is
         recognized  when the goods are shipped and invoiced and  collection  is
         reasonably assured.


         NET LOSS PER SHARE

         Basic net loss per share is computed by dividing loss  attributable  to
         common  stockholders by the weighted average number of shares of common
         stock outstanding  during the period.  Diluted net loss per share takes
         into consideration  shares of common stock outstanding  (computed under
         basic loss per share) and potentially  dilutive shares of common stock.
         Diluted net loss per share is not  presented  separately  from loss per
         share  as  the   exercise  of  any  options  and   warrants   would  be
         anti-dilutive.  At March  31,  2003  and  2002,  the  total  number  of
         potentially  dilutive  shares  excluded  from  net  loss  per  share is
         6,062,401 and 5,786,235, respectively.


         COMPARATIVES

         Certain  comparative figures have been reclassified to conform with the
         current year's presentation.

                                      F-10
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)


         RECENT ACCOUNTING PRONOUNCEMENTS

         In  June  2001,  the  Financial  Accounting  Standards  Board  ("FASB")
         approved the issuance of Statements of Financial  Accounting  Standards
         No. 142,  "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142
         requires that goodwill no longer be amortized to earnings,  but instead
         be reviewed for impairment. The statement is effective for fiscal years
         beginning after December 15, 2001, and is required to be applied at the
         beginning of an entity's  fiscal year and to be applied to all goodwill
         and other intangible assets  recognized in its financial  statements at
         that  date.   Impairment  losses  for  goodwill  and   indefinite-lived
         intangible  assets  that arise due to the initial  application  of this
         statement  (resulting  from a transitional  impairment  test) are to be
         reported as resulting from a change in accounting  principle.  Under an
         exception  to the  date at  which  this  statement  becomes  effective,
         goodwill and intangible  assets  acquired after June 30, 2001,  will be
         subject immediately to the non-amortization and amortization provisions
         of this statement.

         In June 2001, FASB issued Statements of Financial  Accounting Standards
         No. 143,  "Accounting for Asset  Retirement  Obligations"  ("SFAS 143")
         that  records the fair value of the  liability  for closure and removal
         costs associated with the legal  obligations upon retirement or removal
         of any  tangible  long-lived  assets.  The initial  recognition  of the
         liability will be capitalized as part of the asset cost and depreciated
         over its  estimated  useful  life.  SFAS 143 is  required to be adopted
         effective January 1, 2003.

         In  August  2001,  FASB  issued  Statements  of  Financial   Accounting
         Standards  No.  144,  "Accounting  for the  Impairment  or  Disposal of
         Long-lived  Assets"  ("SFAS  144"),  which  supersedes   Statements  of
         Financial  Accounting Standards No. 121, "Accounting for the Impairment
         of Long-lived Assets and for Long-lived Assets to be Disposed of". SFAS
         144 requires that long-lived  assets that are to be disposed of by sale
         be measured at the lower of book value or fair value less cost to sell.
         Additionally,  SFAS 144 expands the scope of discontinued operations to
         include all  components  of an entity with  operations  that (1) can be
         distinguished  from the rest of the entity  and (2) will be  eliminated
         from the ongoing  operations  of the entity in a disposal  transaction.
         SFAS 144 is effective  for fiscal years  beginning  after  December 15,
         2001, and, generally, its provisions are to be applied prospectively.

         In April 2002, FASB issued Statements of Financial Accounting Standards
         No. 145,  "Rescission of FASB Statements No. 4, 44 and 64, Amendment of
         FASB Statement No. 13, and Technical  Corrections"  ("SFAS 145").  SFAS
         145  eliminates  the  requirement   that  gains  and  losses  from  the
         extinguishment of debt be aggregated and, if material, classified as an
         extraordinary item, net of the related income tax effect and eliminates
         an inconsistency between the accounting for sale-leaseback transactions
         and certain lease  modifications  that have  economic  effects that are
         similar  to  sale-leaseback   transactions.   Generally,  SFAS  145  is
         effective for transactions occurring after May 15, 2002.

         In June 2002, FASB issued Statements of Financial  Accounting Standards
         No.  146,  "Accounting  for  Costs  Associated  with  Exit or  Disposal
         Activities"  ("SFAS 146") that nullifies Emerging Issues Task Force No.
         94-3, "Liability  Recognition for Certain Employee Termination Benefits
         and Other Costs to Exit an Activity  (Including  Certain Costs Incurred
         in a Restructuring)"  ("EITF 94-3"). SFAS 146 requires that a liability
         for a cost associated  with an exit or disposal  activity be recognized
         when the liability is incurred,  whereby EITF 94-3 had  recognized  the
         liability at the  commitment  date to an exit plan.  The  provisions of
         this statement are effective for exit or disposal  activities  that are
         initiated after December 31, 2002 with earlier application encouraged.


                                      F-11
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

         RECENT ACCOUNTING PRONOUNCEMENTS (cont'd...)

         In  October  2002,  FASB  issued  Statements  of  Financial  Accounting
         Standards No. 147, "Acquisitions of Certain Financial Institutions - an
         amendment of FASB Statements No. 72 and 144 and FASB Interpretation No.
         9" ("SFAS  147").  SFAS 147  requires the  application  of the purchase
         method of accounting  to all  acquisitions  of financial  institutions,
         except transactions between two or more mutual enterprises. SFAS 147 is
         effective for  acquisitions  for which the date of acquisition is on or
         after October 1, 2002.

         In  December  2002,  FASB issued  Statements  of  Financial  Accounting
         Standards  No.  148,   "Accounting  for   Stock-Based   Compensation  -
         Transition  and  Disclosure - an amendment of FASB  Statement  No. 123"
         ("SFAS  148").  SFAS 148  amends  FASB  Statement  No.  123 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,  SFAS 148  amends  the  disclosure  requirements  of FASB
         Statement 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.  SFAS 148 is effective for fiscal years ending after
         December 15, 2002.

         In April 2003, FASB issued Statements of Financial Accounting Standards
         No. 149  "Amendment  of Statement  133 on  Derivative  Instruments  and
         Hedging  Activities"  ("SFAS  149").  SFAS  149  amends  and  clarifies
         financial   accounting  and  reporting  for   derivative   instruments,
         including certain  derivative  instruments  embedded in other contracts
         and for hedging activities under FASB Statement No. 133 "Accounting for
         Derivative  Instruments and Hedging Activities".  SFAS 149 is generally
         effective for contracts entered into or modified after June 30, 2003.

         In May 2003, FASB issued Statements of Financial  Accounting  Standards
         No.  150   "Accounting   for   Certain   Financial   Instruments   with
         Characteristics  of both Liabilities and Equity" ("SFAS 150"). SFAS 150
         establishes standards for how an issuer classifies and measures certain
         financial  instruments  with  characteristics  of both  liabilities and
         equity. SFAS 150 is effective for financial instruments entered into or
         modified after May 31, 2003.

         The adoption of these new  pronouncements did not or is not expected to
         have a material effect on the Company's consolidated financial position
         or results of operations.

         COMPARATIVE FIGURES

         Certain  comparative figures have been reclassified to conform with the
         current year's presentation.


4.       RELATED PARTY TRANSACTIONS

         a)  Amounts due from related parties consist of the following:

             ===================================================================

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

             Due from companies controlled by directors   $   8,244    $      -
             ===================================================================

             Amounts  due  from  related  parties  are  unsecured,  non-interest
             bearing with no fixed terms of repayment.

                                      F-12

<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


4.       RELATED PARTY TRANSACTIONS (cont'd...)


         b)  Amounts due to related parties consist of the following:

             ===================================================================

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

             Due to companies controlled by directors
             and persons related to directors          $     96,142   $   59,000
             ===================================================================


             Amounts  due to related parties are unsecured, non-interest bearing
             with no fixed terms of repayment.


         c)  The  following  amounts  were  paid  or  accrued  to directors  and
             companies  controlled  by directors and former directors or persons
             related to directors:

             ===================================================================

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

             Management and consulting fees            $    325,113   $  278,064
             Rent                                             9,100       13,790
                                                       ------------   ----------

                                                       $    334,213   $  291,854
             ===================================================================


             Management and consulting fees to related parties  include  $96,000
             (2002 - $82,976) of stock-based compensation.


         d)  The  Company's  watch and jewelry  website is operated by a company
             controlled  by  a director and officer of the Company.  Significant
             transactions  with  this  company  not disclosed elsewhere in these
             consolidated financial statements are as follows:


             ===================================================================

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

             Purchases                                 $     84,518   $   17,736
             Rent                                             7,900        6,000
             Salaries and wages                                  -         1,981
             Web-site development                                -        50,000
             ===================================================================


         These  transactions  are in the  normal  course of  operations  and are
         measured at the exchange  amount,  which is the amount of consideration
         established and agreed to by the related parties.


                                      F-13
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


5.       PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
         ============================================================================================================

                                        March 31, 2003                                  March 31, 2002
                          -------------------------------------------    --------------------------------------------

                                           Accumulated           Net                      Accumulated            Net
                                   Cost   Depreciation     Book Value             Cost    Depreciation     Book Value
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>              <C>             <C>            <C>
Office equipment          $       7,093  $       3,622  $      3,471     $       7,093   $      3,030   $      4,063
Computer equipment               22,075         14,521         7,554            22,075         12,319          9,756
Computer software                 7,161          4,325         2,836             7,161          3,535          3,626
                          -------------  -------------  ------------     -------------   ------------   ------------

                          $      36,329  $      22,468  $     13,861     $      36,329   $     18,884   $     17,445
=====================================================================================================================
</TABLE>


6.       STOCKHOLDERS' EQUITY

         COMMON STOCK

         In June 2001,  the Company  issued  505,000  units  pursuant to private
         placement  agreements  at a price of $0.30  per  unit for  proceeds  of
         $151,500,  of which  $40,041  was  received  in advance as of March 31,
         2001.  Each  unit  consists  of one  share  of  common  stock  and  one
         non-transferable  share  purchase  warrant.  Each warrant  entitles the
         holder to  purchase  one share of common  stock at a price of $0.30 per
         share until  January 12, 2002  (expired)  and at $0.375 per share until
         January 12, 2003 (expired).

         In September 2001, the Company issued 919,166 units pursuant to private
         placement  agreements  at a price of $0.30  per  unit for  proceeds  of
         $275,750,  of which $86,500 was  receivable as of March 31, 2002.  Each
         unit  consists  of one share of common  stock and one  non-transferable
         share purchase  warrant.  Each warrant  entitles the holder to purchase
         one share of common  stock at a price of $0.30 per share until  January
         12,  2002  (expired)  and at $0.375 per share  until  January  12, 2003
         (expired).

         In December 2001, the Company issued 18,900 shares of common stock at a
         price of $0.37 per share and 148,500  shares of common stock at a price
         of $0.45 per share to settle debts in the amount of $73,818.

         In December 2001, the Company issued 50,000 shares of common stock to a
         consultant  with  a  fair  value  of  $24,666  as   consideration   for
         advertising and promotion services.

         In February  2002, the Company issued 418,667 units pursuant to private
         placement  agreements  at a price of $0.30  per  unit for  proceeds  of
         $125,600.  Each unit  consists  of one  share of  common  stock and one
         non-transferable  share  purchase  warrant.  Each warrant  entitles the
         holder to  purchase  one share of common  stock at a price of $0.30 per
         share until  January 12, 2003  (expired)  and at $0.375 per share until
         January 12, 2004.

         In April 2002,  the Company  issued  97,666  shares of common stock for
         proceeds of $34,901 on the  exercise of stock  options  priced at $0.35
         (CDN$0.56) per share.

         On April 30, 2002, the Company completed a private placement consisting
         of 315,000  units at a price of $0.30 per unit for proceeds of $94,500,
         of which  $63,501  had been  received as of March 31,  2002.  Each unit
         consists of one share of common  stock and one share  purchase  warrant
         entitling the holder to acquire one additional share of common stock at
         a price of $0.35 per share  until April 20, 2003 and at $0.37 per share
         until April 20, 2004.


                                      F-14
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


6.       STOCKHOLDERS' EQUITY (cont'd...)

         COMMON STOCK (cont'd...)

         On August 9, 2002, the Company elected to exercise a put to sell 54,780
         shares of common stock at a price of $0.30 per share to Swartz  Private
         Equity LLC for  subscriptions  receivable of $9,860 pursuant to certain
         investment agreements (Note 8).

         On October 22, 2002,  the Company  issued 50,000 shares of common stock
         at a fair  value  of  $12,500  to a  consultant  as  consideration  for
         investor relations  services,  of which $6,250 was prepaid at March 31,
         2003.  The  Company  also  issued  12,000  units  pursuant to a private
         placement  at a price of $0.25 per unit for  proceeds  of $3,000.  Each
         unit  consists  of one  share of common  stock  and one share  purchase
         warrant  entitling the holder to acquire one additional share of common
         stock at a price of $0.25 per share until December 6, 2003 and at $0.30
         per share until December 6, 2004.

         On November 21, 2002, the Company issued 350,000 shares of common stock
         to directors and officers of the Company at a fair value of $87,500 and
         200,000  shares of common stock to a  consultant  at a fair value of at
         $40,000 as consideration for management and consulting services.

         On December 4, 2002,  the Company issued 250,000 shares of common stock
         at a  fair  value  of  $62,500  pursuant  to  a  contract  with  Global
         Management Inc. for investor  relations services (Note 8d). The Company
         also issued 100,000 units pursuant to a private placement at a price of
         $0.25 per unit for proceeds of $25,000. Each unit consists of one share
         of common stock and one share purchase warrant  entitling the holder to
         acquire one  additional  share of common  stock at a price of $0.25 per
         share until  December 6, 2003 and at $0.30 per share until  December 6,
         2004.  The Company  issued a further 13,600 shares of common stock at a
         price of $0.25 per share to settle accounts payable totaling $3,400.

         ADDITIONAL PAID-IN CAPITAL

         On  becoming a Nevada  corporation  (Note 1), a par value of $0.001 was
         assigned  to  the  Company's  shares.  The  consolidated  statement  of
         stockholders'  equity  (deficiency in assets) has been restated to give
         retroactive  recognition of the par value for all periods  presented by
         reclassifying  amounts  in excess of par  value to  additional  paid-in
         capital.

         The excess of proceeds  received  for shares of common stock over their
         par value of $0.001,  less share issue costs, is credited to additional
         paid-in capital.

         WARRANTS

         Following  is a  summary  of the  status  of  share  purchase  warrants
         outstanding as at March 31, 2003:

         =======================================================================

               Number             Exercise
            of Shares                Price             Expiry Date
         -----------------------------------------------------------------------

              150,000               $ 0.50             December 31, 2003
              150,000                 0.75             December 31, 2003
              150,000                 1.25             December 31, 2003
              418,667                0.375             January 12, 2004

                                  - CONTINUED -

                                      F-15
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


6.       STOCKHOLDERS' EQUITY (cont'd...)

         WARRANTS (cont'd...)

         =======================================================================

               Number             Exercise
            of Shares                Price             Expiry Date
         -----------------------------------------------------------------------

         CONT'D...

              315,000                 0.35             April 20, 2003
                       then at        0.37             April 20, 2004
              112,000                 0.25             December 6, 2003
                       then at        0.30             December 6, 2004
              904,000                 0.18 (a)         July 10, 2005
               90,400                 0.23 (b)         April 10, 2006
           ----------

            2,290,067
         =======================================================================

         (a)  These warrants were re-priced from $0.75 to $0.18 per share during
              the current fiscal year (Note 7).

         (b)  These  warrants  were  re-priced  from $0.3438 to  $0.23 per share
              during the current fiscal year (Note 7).


7.       STOCK-BASED COMPENSATION

         The Company has established two share purchase option plans whereby the
         board of directors  may, from time to time,  grant  options.  The first
         plan allows for up to 3,200,000 shares of the Company's common stock to
         be granted to  directors,  officers,  employees  and  consultants.  The
         second  plan,  the 2002  non-statutory  option  plan,  allows for up to
         3,000,000  shares  of the  Company's  common  stock  to be  granted  to
         employees and  consultants.  In total,  6,200,000 shares of the Company
         are available  through the option plans. The maximum term of any option
         granted is five years.

         Following is a summary of stock option activity:

         =======================================================================

                                                                      Weighted
                                                                       Average
                                                        Number        Exercise
                                                     of Shares           Price
         -----------------------------------------------------------------------

         Outstanding at March 31, 2001               1,921,000  $         0.53

             Granted                                 1,274,000            0.39
             Cancelled on repricing                    (64,000)           0.48
             Issued on repricing                        64,000            0.22
             Cancelled                                (404,334)           0.40
             Exercised                                (130,666)           0.27
                                                   ------------
                                  - CONTINUED -

                                      F-16
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


7.       STOCK-BASED COMPENSATION (cont'd...)

         =======================================================================

                                                                      Weighted
                                                                       Average
                                                        Number        Exercise
                                                     of Shares           Price
         -----------------------------------------------------------------------

         CONT'D...

         Outstanding at March 31, 2002               2,660,000  $         0.42
         =======================================================================

         Exercisable at March 31, 2002               1,849,167  $         0.47
         =======================================================================

         Weighted average fair value of options
           granted during the year                          $  0.17
         =======================================================================

         Outstanding at March 31, 2002               2,660,000  $         0.42
             Granted                                 1,210,000            0.13
             Exercised                                 (97,666)           0.35
                                                   ------------

         Outstanding at March 31, 2003               3,772,334  $         0.35
         =======================================================================

         Exercisable at March 31, 2003               2,607,834  $         0.41
         =======================================================================

         Weighted average fair value of options
           granted during the year                          $  0.12
         =======================================================================

         Following is a summary of the status of options outstanding as at March
         31, 2003:

         =======================================================================

                     Outstanding Options                     Exercisable Options
         --------------------------------------------------- -------------------

               Number       Exercise                                      Number
            of Shares          Price     Expiry Date                   of Shares
         -----------------------------------------------------------------------

              304,000  CDN  $   0.77     March 8, 2004                   304,000
               50,000           1.03     June 1, 2004                     50,000
              300,000           0.76     August 16, 2004                 300,000
              681,000           0.76     September 30, 2004              681,000
               80,000           0.76     May 19, 2005                     80,000
               50,000           1.15     June 15, 2005                    50,000
               23,334           0.56     October 15 2005                  23,334

               50,000   US  $   0.38     September 10, 2004               33,333
                  500           0.37     March 31, 2006                      500
              101,000           0.51     April 16, 2006                   67,334
              120,000           0.37     November 21, 2006                80,000
              250,000           0.40     March 14, 2007                  166,667
              552,500           0.40     March 15, 2007                  368,333
            1,210,000           0.13     December 30, 2007               403,333
          -----------                                               ------------

            3,772,334                                                  2,607,834
         =======================================================================

                                      F-17
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================



7.       STOCK-BASED COMPENSATION (cont'd...)

         The Company  granted  Nil (2002 -  1,274,000)  options to  consultants,
         1,210,000  (2002 - Nil) options to employees  and re-priced Nil (2002 -
         64,000)  options  during the  current  year.  Accordingly,  the Company
         recorded  stock-based  compensation of $143,235 (2002 - $226,631) which
         is being amortized by charges to operations over the vesting periods of
         the options.  The Company also  cancelled Nil (2002 - 404,334)  options
         and, accordingly,  the unamortized balance of stock-based  compensation
         of $Nil  (2002 -  $23,178)  was not  recognized  in these  consolidated
         financial statements. The amount amortized to expense for stock options
         during the year ended March 31, 2003 was  $162,426  (2002 -  $202,390).
         This  amount  has  been  recorded  in  the  accompanying   consolidated
         statements  of  operations  as  consulting  fees  of  $158,426  (2002 -
         $188,263)  and  salaries  and  benefits of $4,000  (2002 - $14,127).  A
         balance  of  $133,906  (2002 -  $153,097)  remains to be  amortized  to
         expense over the  remaining  term of the  consultants'  and  employees'
         services which range over a period of three years for the options.

         The Company  also  re-priced a total of 994,400  (2002 - Nil)  warrants
         during the current  year held by a third party  pursuant to  investment
         agreements (Note 8c). The stock-based  compensation  recognized for the
         re-pricing of these  warrants  using the Black Scholes  option  pricing
         model was $Nil.

         The Company also issued a total of Nil (2002 - 90,400)  warrants during
         the current  year to a third party  pursuant to  investment  agreements
         (Note 8c). Accordingly, the stock-based compensation recognized for the
         issuance of these warrants using the Black Scholes option pricing model
         was $Nil (2002 - $14,578).  The expense has been recorded as commitment
         fees in the accompanying consolidated statements of operations.

         The Company  issued 450,000  warrants  valued at $7,867 using the Black
         Scholes  option  pricing  model  pursuant  to a  contract  with  Global
         Management Inc. (Note 8) for investor relations services.

         The Company uses the  Black-Scholes  option  pricing model to determine
         the fair  value of  options  and  similar  instruments  granted  at the
         issuance date. In determining the fair value, the following assumptions
         were used:

         =======================================================================

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

         Risk free interest rate               3.03% - 1.61%              3.5%
         Expected life                           3 - 5 years           3 years
         Expected volatility                        74%-137%           80%-91%
         Expected dividends                            -                  -
         =======================================================================


8.       CONTINGENCIES AND COMMITMENTS

         a)  During the year ended March 31, 2002,  the Company  settled a claim
             relating to prior years mineral  property work by  incurring  costs
             of $12,990 in  addition to the  $24,703  previously  accrued by the
             Company for this claim. As part of the settlement, the Company also
             assigned restricted term deposits of $12,692 to the claimant.

         b)  The   Company  is   not  aware   of  any  liabilities  related   to
             environmental  protection and rehabilitation costs with  respect to
             its former mineral property exploration  activities.  However,  due
             to the nature of the Company's former exploration business there is
             no assurance that such a liability will not arise in the future.

                                      F-18

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


8.       CONTINGENCIES AND COMMITMENTS (cont'd...)


         c)  The Company has passed  various  resolutions  related to investment
             agreements  with Swartz  Private  Equity LLC ("Swartz") for raising
             proceeds  through stock issuances of up to $25,000,000 with Swartz.
             The  agreements  contain  conditions  that the Company meet certain
             listing and pricing  requirements for its common stock.  Funds will
             be made  available  subject to the Company  meeting these and other
             conditions.  As  consideration,  the  Company  granted  warrants to
             purchase 760,000 and 144,000 shares exercisable at a price of $0.75
             per share until July 10, 2005 during the year ending March 31, 2001
             and warrants to purchase  90,400 shares  exercisable  at a price of
             $0.3438  per share until April 10, 2006 during the year ended March
             31,  2002.  Pursuant to the terms of the  warrants  the 760,000 and
             144,000  warrants  were  re-priced  to $0.18  and the  90,400  were
             re-priced to $0.23 during the current year (Note 7).

         d)  The Company  entered  into a one year  contract  during the current
             year with Global Management Inc.  ("Global") for investor relations
             services  wherein  Global was  granted a total of 450,000  warrants
             exercisable  until  December 31, 2003 at a price of $0.50 per share
             for  150,000  warrants,  $0.75 per share for 150,000  warrants  and
             $1.25 per share for 150,000  warrants and a total of 500,000 shares
             within six  months,  250,000 of which are issued at a fair value of
             $62,500 to March 31, 2003.



9.       SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS


         Significant  non-cash  transactions  for  the year ended March 31, 2003
         consisted of:

         a)  The Company issuing shares of common stock in the amount of $63,501
             in exchange for stock subscriptions  received in advance of $63,501
             and  issuing  54,780  shares in  exchange  for stock  subscriptions
             receivable of $9,860.

         b)  The Company  issuing 850,000 shares of common stock in exchange for
             various  management,  consulting  and  investor  relation  services
             totaling $202,500, $6,250 of which was included in prepaid expenses
             at March 31, 2003.

         c)  The  Company  issuing  13,600  shares  of  common  stock to  settle
             accounts payable totaling $3,400.


         Significant  non-cash  transactions  for  the year ended March 31, 2002
         consisted of:

         a)  The Company  issuing 167,400 shares of common stock in exchange for
             settling debts of $73,818.

         b)  The  Company  assigning  restricted  term  deposits  of  $12,692 in
             exchange for settling an outstanding claim (Note 8a).

         c)  The Company  issuing  50,000 shares of common stock with a value of
             $24,666 to a consultant as consideration for services provided.

         d)  The Company issuing shares of common stock in the amount of $40,041
             in exchange for stock subscriptions received previously of $40,041.

         e)  The Company issuing 288,333 shares of common stock in the amount of
             $86,500 in exchange for stock subscriptions receivable of $86,500.


                                      F-19


<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


10.      INCOME TAXES

         A reconciliation of income taxes at statutory rates with reported taxes
         is as follows:

         =======================================================================

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

         Loss before income taxes              $      (648,739)  $     (867,931)
         =======================================================================

         Expected income tax benefit           $       227,060   $      306,289
         Stock-based compensation not
           recognized for tax purposes                (130,478)         (76,715)
         Other items                                    (1,226)         (10,136)
         Unrecognized benefit of net
           operating losses                            (95,356)        (219,438)
                                               ---------------   --------------

                                               $            -    $           -
         =======================================================================

         The Company's deferred tax assets are as follows:

         =======================================================================

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


         Deferred tax assets
           Resource expenditure pools           $     1,411,509  $    1,317,618
           Other assets                                   8,528           7,961
           Operating losses available for
              future periods                          1,326,955       1,164,305
                                                ---------------  --------------

                                                      2,746,992       2,489,884
         Valuation allowance                         (2,746,992)     (2,489,884)
                                                ---------------  --------------

         Net deferred tax assets                $            -   $           -
         =======================================================================

         The Company has not recorded in these consolidated financial statements
         the income tax benefits of approximately $1,374,000 of operating losses
         which may be applied to reduce  taxable  income in future years.  These
         losses will expire commencing in 2020.

         Subject to certain  restrictions,  the Company  also has  approximately
         $3,136,000 of Canadian  resource  expenditures and $1,880,000 of losses
         available to reduce Canadian taxable income in future years.

         The Company has provided a valuation allowance against its deferred tax
         assets given that it is more likely than not that these  benefits  will
         not be realized.

11.      SEGMENTED INFORMATION

         The Company  operates in the business of selling  jewelry,  watches and
         clothing and related products through e-commerce retail web-sites.

         The Company  operates in two  geographic  segments being Canada and the
         United States of America.


                                      F-20
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


11.      SEGMENTED INFORMATION (cont'd...)

         Segmented  geographic  information for the year ended March 31, 2003 is
         as follows:

         =======================================================================

                                          Canada        U.S.A.          Total
         -----------------------------------------------------------------------

         Property and equipment      $     2,362   $    11,499   $     13,861
         Total assets                     13,023       183,340        196,363
         Sales                                -        498,939        498,939
         Depreciation                        790         2,794          3,584
         Loss                           (294,852)     (353,887)      (648,739)
         =======================================================================

         Segmented  geographic  information for the year ended March 31, 2002 is
         as follows:

         =======================================================================

                                          Canada        U.S.A.          Total
         -----------------------------------------------------------------------

         Property and equipment      $     3,235   $    14,210   $     17,445
         Total assets                      7,157       268,242        275,399
         Sales                                -        109,779        109,779
         Depreciation                      1,039         4,672          5,711
         Loss                           (470,234)     (397,697)      (867,931)
         =======================================================================


12.      FINANCIAL INSTRUMENTS

         The  Company's   financial   instruments   consist  of  cash  and  cash
         equivalents,  receivables,  amounts due from related parties,  accounts
         payable and accrued liabilities,  amounts due to related parties, stock
         subscriptions  received  and  stock  subscriptions  receivable.  Unless
         otherwise  noted,  it is  management's  opinion that the Company is not
         exposed to significant interest,  currency or credit risks arising from
         these  financial  instruments.   The  fair  value  of  these  financial
         instruments approximates their carrying values, unless otherwise noted.

         CREDIT RISK

         The  Company  does  not  believe  it  is  subject  to  any  significant
         concentration  of  credit  risk.  Although  cash and  cash  equivalents
         balances may be held from time to time in excess of  federally  insured
         limits,  they are in place with major financial  institutions with high
         credit standing.


13.      SUBSEQUENT EVENTS

         The following events occurred subsequent to March 31, 2003:

         a)  On July  17,  2003,  the  Company  completed  a  private  placement
             consisting  of  512,500  shares  and  512,500  warrants  for  gross
             proceeds of $41,000.  The  warrants are  exercisable  at a price of
             $0.08 per  share for the first  year and at $0.10 per share for the
             second year.

                                      F-21
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2003
================================================================================


13.      SUBSEQUENT EVENTS (cont'd...)

         b)  The Company  settled a dispute  with a supplier for proceeds to the
             Company  of  $15,000  and  forgiveness  of an  amount  owing by the
             Company of $17,500.




























                                      F-22