SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

     (Mark  One)  [X]  Annual  Report  Pursuant  to  Section  13 or 15(d) of the
Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003
OR

     [ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 For the transition period from _________ to _________

                         Commission file number: 1-7636

                             THE CATTLESALE COMPANY
                      (f/k/a DYNACORE HOLDINGS CORPORATION)
             (Exact name of registrant as specified in its charter)

           Delaware                                 74-1605174
-------------------------------          -------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

            9901 IH 10 West, Suite 800; San Antonio, Texas 78230-2292
              (Address of principal executive office and zip code)

      (Registrant's telephone number, including area code): (210) 558-2898
                                                            --------------

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

    Title of each class                Name of each exchange on which registered
Common Stock, $.01 par value       National Association of  Securities Dealers'
                                           Over-the Counter Bulletin Board

         Securities registered pursuant to Section 15(d) of the Act:

                                      None
                                 Title of Class

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. Yes X No .


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<PAGE>


     Applicable only to registrants  involved in bankruptcy  proceedings  during
the  preceding  five years:  Indicate by check mark whether the  registrant  has
filed all documents and reports required to be filed by Section 12, 13 or 15 (d)
of the  Securities  Exchange  Act of  1934  subsequent  to the  distribution  of
securities under a plan confirmed by a court. Yes X No .

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes ___ No __X__

     As of March 31, 2003,  20,392,574  shares of Common Stock of The CattleSale
Company were  outstanding  and the  aggregate  market value (based upon the last
reported  sale price of the Common  Stock) of the shares of Common Stock held by
non-affiliates was approximately $1.4 million.  (For purposes of calculating the
preceding  amount only,  all directors and executive  officers of the registrant
are assumed to be affiliates.)
















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<TABLE>
<CAPTION>

                                                           Table of Contents


                                                                                                            Page
Glossary..................................................................................................   (iv)

                                                  PART I
<S>       <C>                                                                                                   <C>
Item 1.  Business.........................................................................................      1

          Business Development............................................................................      1
          Business Development Subsequent to Year End.....................................................      1
          Background......................................................................................      2
          Activities Prior to Reorganization..............................................................      2
          Reorganization; the Trust.......................................................................      3
          Patent Litigation...............................................................................      4
          Liquidity.......................................................................................      4
          The CattleSale Acquisition......................................................................      6
          Dividend to Shareholders........................................................................      6
          Escrow of Dividend Shares.......................................................................      6
          Preferred Stock.................................................................................      7
          Patents and Trademarks..........................................................................      7
          Employees.......................................................................................      8
          Environmental Matters...........................................................................      8

Item 2.  Properties.......................................................................................      8

          Real Property...................................................................................      8
          Tax Loss Carryovers.............................................................................      9

Item 3.  Legal Proceedings................................................................................      9

Item 4.  Submission of Matters to a Vote of Security Holders..............................................     10

                                                 PART II
Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters............................    11

          Market Information..............................................................................    11
          Holders.........................................................................................    11
          Dividends.......................................................................................    11

Item 6.  Selected Financial Data..........................................................................    11



</TABLE>

                                                    i


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<TABLE>

<S>     <C>                                                                                                    <C>

Item 7.  Management's Discussion and Analysis of Financial Condition and                                       14
          Results of Operation............................................................................

          Background......................................................................................     14
          Liquidity.......................................................................................     14
          Financial Condition.............................................................................     15
          Restructuring Costs.............................................................................     16
          Results of Operations...........................................................................     17
          Market Risk Sensitive Instruments...............................................................     18
          Cautionary Statement Regarding Risks and Uncertainties that May Affect Future Results...........     19

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk......................................     19

Item 8.  Financial Statements and Supplementary Data......................................................     19

          Report of Marks Paneth & Shron LLP..............................................................     21
          Consolidated Statements of Operations...........................................................     23
          Consolidated Balance Sheets.....................................................................     25
          Consolidated Statements of Cash Flows...........................................................     26
          Consolidated Statements of Stockholders' Equity (Deficiency)....................................     28
          Notes to Consolidated Financial Statements .....................................................     29
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............     55

                                                 PART III

Item 10.  Directors and Executive Officers of the Registrant..............................................     56

          Directors and Executive Officers................................................................     56
          Audit, Compensation and Executive Committees....................................................     60
          Meetings of the Board of Directors and Committees...............................................     60
          Director Compensation...........................................................................     60
          Compliance with Section 16(a) of the Securities Exchange Act of 1934............................     61





</TABLE>


                                       ii


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<TABLE>


<S>  <C>                                                                                                       <C>
Item 11.  Executive Compensation..........................................................................     62

          Compensation Committee Report...................................................................     62
          Compensation Committee Interlocks and Insider Participation.....................................     64
          Employment Agreements...........................................................................     64
          Supplemental Executive Retirement Plan..........................................................     65
          Summary Compensation Table......................................................................     66
          Stock Option Grants in Last Fiscal Year.........................................................     67
          Performance Graph...............................................................................     67

Item 12.  Security Ownership of Certain Beneficial Owners and Management..................................     68

          Security Ownership of Certain Beneficial Owners.................................................     68
          Security Ownership of Management................................................................     68

Item 13.  Certain Relationships and Related Transactions..................................................     71

Item 14.  Controls and Procedures.........................................................................     72

                                                 PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K ................................     73


</TABLE>












                                       iii


<PAGE>


                                                               GLOSSARY

Acquisition Agreement: The agreement, dated as of February 25, 2003, between the
Company and AEI  pursuant to which the Company  acquired  the  Interests  in the
Subsidiaries.

AEI: AEI  Environmental,  Inc., from whom the Company purchased the Interests in
the Subsidiaries.

Beneficial Interests:  The units of beneficial interest in the Trust.

Common Stock:  The Company's common stock, par value $.01 per share.

Company:   The  CattleSale   Company,   formerly  known  as  Dynacore   Holdings
Corporation, together with the Subsidiaries.

Court:  The United States Bankruptcy Court for the District of Delaware.

Deemed Acquired Shares:  The securities of which a person has a right to acquire
beneficial  ownership (such as by exercise of options or conversion of preferred
stock) within 60 days after the applicable reporting date.

Dividend Shares:  An aggregate of 250,000 shares of Series A Preferred Stock and
1,127,000 shares of Series B Preferred Stock issued to the Escrow Agent as agent
for the Record Holders.

DNL: The purchaser of the Company's European Operations.

Escrow Agent: Asher B. Edelman, Former Vice Chairman of the Company's  Board  of
Directors.

European  Operations:  The business  conducted by the Company in Europe prior to
December 18, 2000.

Interests: The units of limited liability company interest in the Subsidiaries.

Patents:  United States Patent Numbers 5,008,879 and 5,077,732

Patent Litigation: Patent infringement cases brought by the Company and assigned
to the Trust.

Plan:  The  Company's  Amended Plan of  Reorganization  approved by the Court on
December 5, 2000.

Predecessor  Company:  The term  used in Item 7 -  Management's  Discussion  and
Analysis of Financial  Condition  and Results of Operation  and in the Company's
Consolidated  Financial  Statements  and  discussions  thereof to  describe  the
Company prior to the adoption of the Plan.
                                       iv


<PAGE>


Preferred  Stock:  The  Company's  Series A  Preferred  Stock  and the  Series B
Preferred Stock.

Reorganization:  The reorganization of the Company pursuant to the Plan.

Record Holders:  The record holders of Common Stock on February 24, 2003.

Series  A  Preferred  Stock:  The  Company's  Series  A  Convertible  Redeemable
Preferred Stock, par value $.01 per share.

Series  B  Preferred  Stock:  The  Company's  Series  B  Convertible  Redeemable
Preferred Stock, par value $.01 per share.

Subsidiaries:  Collectively,  CS  Livestock  Commissions  Co. LLC and CS Auction
Production Co., LLC,  limited  liability  companies  organized under the laws of
Oregon.

Successor  Company:  The  term  used in  Item 7 -  Management's  Discussion  and
Analysis of  Financial  Condition  and Results of  Operation  and the  Company's
Consolidated  Financial  Statements  and  discussions  thereof to  describe  the
Company subsequent to the adoption of the Plan.

Trust:  The Dynacore Patent  Litigation  Trust, a Delaware  grantor trust formed
pursuant to the Plan to prosecute the Patent Litigation.

Trust Loan: Up to $1,000,000  required  pursuant to the Plan to be loaned by the
Company to the Trust bearing interest of 12% per year.


















                                        v


<PAGE>



                                                                PART I

ITEM 1.           Business.

Business Development

     On February 25, 2003, the Company acquired all of the beneficial  interests
(the "Interests") in two limited liability companies owned by AEI Environmental,
Inc. ("AEI"), CS Livestock Commissions Co. LLC and CS Auction Production Co. LLC
(collectively, the "Subsidiaries"), pursuant to an Acquisition Agreement of even
date  therewith  (the  "Acquisition  Agreement").   After  the  acquisition  was
consummated,  the Company changed its name from "Dynacore Holdings  Corporation"
to "The CattleSale Company."

     The  Company,  through the  Subsidiaries,  is in the  business of providing
auction  trading  services  to  producers  of beef  and  dairy  cattle  which is
accessible by the internet at the website www.cattlesale.com. The cattlesale.com
website was one of the first sites offering a neutral  cattle  trading  exchange
and providing  information and cost efficiencies to the cattle industry for each
stage of the production cycle.  Management believes that the CattleSale products
and services reduce  transaction  costs and improve  information flow and market
efficiencies in cattle production.

     The  terms  and  conditions  of the  acquisition  of the  Interests  in the
Subsidiaries are described both in this Item 1 - Business under the heading "The
Acquisition."

Business Development Subsequent to Year End

     On March 7, 2004,  the Company  entered  into a letter of intent to acquire
the assets of CowTek,  Inc.  CowTek,  Inc.,  headquartered  in Brule,  Nebraska,
www.cowtek.com,  is the  industry  leader in ISO  Memory tag  technology  with a
cutting  edge  proprietary  distributive  database  management  system  for  the
identification  and  traceability of individual  cattle records.  This high tech
production  system has been  designed to  modernize  and  improve the  livestock
industry with affordable  production tools, which allow each animal to carry its
own data in an ISO  Memory  Tag  creating  a unique  distributed  database.  The
production  tools,  consisting  of  production  management  software,   utilizes
industry ISO read/write hardware technology to communicate data to and from each
animal wearing the ISO Memory Tag (data chip) forming the distributed  database,
which is less  controversial and easier to use than what is currently  available
in the  market  place.  With the  appropriate  pass  code,  the data chip can be
accessed  and managed  allowing the  producers to keep control of this  valuable
data and build  value  into the sale of the  animal(s)  to each  segment  of the
livestock industry. This new platform also allows the livestock industry to meet
new consumer and export guidelines along with government mandates. The fact that
the  animal's  information  remains  on the data chip and can be updated by each
owner is  significantly  different  from other industry ID systems on the market
that rely on read only ID tags with a centralized  database system separate from
the animal. The application of this unique traceability system can extend beyond
the  live  production  chain  of the  cattle  industry  all  the  way to the end
consumer.

                                       1
<PAGE>

     The  acquisition  is  structured  around the issuance of 300,000  shares of
CattleSale Company $10 Convertible Preferred Stock B and 4,000,000 stock options
for  CattleSale  common stock  exercisable  between $.25 and $.75 for a combined
exercise  price of  $2,120,000.  The  transaction  has an expected  closing date
during the second  quarter of 2004 and is contingent on final due  diligence,  a
definitive   purchase  agreement  and  approval  of  both  companies'  board  of
directors.

Background

     From June 2000  through  February  25,  2003 the  Company  did not have any
significant  revenue  or cash  producing  activities.  Prior  to  acquiring  the
Interests in the  Subsidiaries,  the Company had been  continuing to concentrate
its efforts and  resources on  searching  for a suitable  merger or  acquisition
partner and on maximizing its  liquidity.  These efforts began when the approval
by the  United  States  Bankruptcy  Court  for the  District  of  Delaware  (the
"Court"),  on December 5, 2000, of the Company's  Amended Plan of Reorganization
under  Chapter 11 of the  Bankruptcy  Code (the  "Plan").  A final decree in the
reorganization  proceeding  was ordered by the Court on December 20,  2001.  The
reorganization is discussed below under the heading "Reorganization; the Trust."

     Pursuant to the Plan, the Dynacore  Patent  Litigation  Trust (the "Trust")
was formed on December 18, 2000 to prosecute the patent  infringement cases that
had previously been brought by the Company (the "Patent Litigation").  The Trust
is discussed below under the heading "Reorganization;  the Trust" and the Patent
Litigation is discussed below under the heading "Patent Litigation."

Activities Prior to Reorganization

     In 1968,  the  Company  was  incorporated  in Texas  as  Computer  Terminal
Corporation.   In  1976,  it  was   reincorporated   in  Delaware  as  Datapoint
Corporation.

     Datapoint  Corporation  derived  its revenue  from  hardware  and  software
products  and   services,   including   hardware   and   software   maintenance,
installation,  and  basic  consulting  services.  It was the  owner  of  certain
patents, copyrights, trademarks and trade secrets in network technologies, which
it  considered  valuable  proprietary  assets,  including  United  States Patent
Numbers  5,008,879 and 5,077,732 (the "Patents").  A discussion of the Company's
Patents and the  litigation  the Company  brought to enforce them appears  below
under the heading "Patent Litigation."

     In  addition  to its  business  within the United  States,  the Company had
operations in Europe which were  headquartered  in Paris,  France (the "European
Operations").  On April 19, 2000,  the Company  entered  into an agreement  with
Datapoint Newco 1 Limited, a United Kingdom company ("DNL"), for the sale of the
European Operations.  The agreement  contemplated,  among other things, that the
Company  would  file for  reorganization  pursuant  to  Chapter 11 of the United
States Bankruptcy Code and that the sale would be subject to the approval of the
Court.

                                       2
<PAGE>

     The Company filed for  reorganization on May 3, 2000. On June 15, 2000, the
Court  approved  the sale to DNL which was  consummated  on June 30,  2000.  The
adjusted purchase price was $45.125 million. In addition to selling the European
Operations, the Company sold all of its interest in the name "Datapoint" and, in
June 2000, the Company changed its name to Dynacore Holdings Corporation.

Reorganization; the Trust

     On December 5, 2000, the Court approved the Plan and, on December 18, 2000,
the Trust was formed, the rights to the Patent Litigation were transferred to it
and all of the then existing debt and equity in the Company was cancelled.

     The sum of $34.8  million,  a portion of the proceeds  from the sale of the
European  Operations,  was  distributed  to debenture  holders and the Company's
other unsecured creditors.

     Ten million  shares of new common stock,  par value $.01 per share,  in the
reorganized  corporation (the "Common Stock"), as well as ten million beneficial
interests in the Trust (the "Beneficial Interests"), were issued, as follows:

     (i) Debenture holders and the Company's other unsecured  creditors received
25% of the shares of Common Stock and 40% of the Beneficial Interests;

     (ii) Holders of the Company's then  outstanding  preferred stock, par value
$1.00 per share,  received  23.5% of the shares of the Common  Stock and 3.5% of
the Beneficial Interests;

     (iii) Holders of the Company's  then  outstanding  common stock,  par value
$.25 per share, received 41.5% of the shares of Common Stock;

     (iv)  Members of the  Company's  management  received  10% of the shares of
Common Stock; and

     (v) The Company received the remaining 56.5% of the Beneficial Interests.

     In  August,  2002,  the  Company  transferred   approximately  12%  of  the
outstanding  Beneficial  Interests to certain of its  officers and  non-employee
directors in lieu of cash  compensation  for their  services for the period from
June 30, 2002 through December 18, 2002.

     On  December  18,  2002,  the  Company  declared a dividend  payable to its
stockholders  of record on December  20,  2002.  The dividend was payable in the
remainder  of the  Company's  Beneficial  Interests  on the basis of .44569 of a
Beneficial  Interest  per share of Common Stock (with all  fractional  interests
eliminated).  As a  result  of the  accumulation  of the  fractional  Beneficial
Interests,  the Company retained ownership of 1,469 of the 9,977,690  Beneficial
Interests outstanding as of March 13, 2003.

                                       3
<PAGE>

     In January 2003, the Beneficial Interests began trading over-the-counter in
the National  Daily  Quotation  System "pink  sheets"  published by the National
Quotation Bureau, Inc. under the symbol DYHCS.PK.

Patent Litigation

     The Company  believed that the Patents covered most products  introduced by
various  suppliers to the  networking  industry and certain  types of dual-speed
technology  introduced by various industry leaders. The Company had asserted one
or both of the Patents in four suits brought in the United States District Court
for the  Eastern  District  of New York  (the  "Brooklyn  Suits")  and two suits
brought in the United  States  District  Court for the Southern  District of New
York (the "Manhattan Suits").

     Pursuant  to the Plan,  these  actions  were  transferred  to the Trust for
prosecution on behalf of the owners of the Beneficial  Interests.  Also pursuant
to the Plan,  the  Company was  obligated  to lend the Trust up to $1 million to
pursue the Patent  Litigation  (the "Trust Loan").  As of December 31, 2003, the
outstanding principal amount owed to the Company was approximately  $908,621 and
accrued interest was approximately $167,105.

     The Brooklyn Suits were dismissed on appeal on February 15, 2002. On August
19, 2002 and February 3, 2003,  the Trust settled the Manhattan  Suits  against,
respectively, Motorola, Inc. and Eastman Kodak Company. The remaining defendants
in the Manhattan Suits received  summary judgment in their favor on February 11,
2003.  The Trust  appealed this ruling and on March 31, 2004,  the United States
Court of Appeals for the Federal Circuit  ("Appeals Court") rejected the appeal.
As a result of the Appeals  Court's  decision,  the Company and the Trust cannot
enforce  claims of  infringement  on the  Patent  against  the  defendants.  The
District Court must rule on defendants' motions for taxable costs and attorneys'
fees.  The  Company  and the  Trust  believe  that they  acted in good  faith in
bringing  and  prosecuting  the Action and that they have valid  defenses to and
arguments  against  defendants'  motions.  Although  the  Company  and the Trust
believe the motions for  attorneys'  fees to be without  merit,  there can be no
assurance  that the  District  Court will rule in favor of the  Company  and the
Trust.  The  Trust  cannot  predict  (i) when the  District  Court  will rule on
defendants'  motions for attorneys'  fees, (ii) how the District Court will rule
on the  motion,  and (iii) the amount of any  attorneys'  fees if awarded by the
District  Court.  However,  a ruling against the Company and/or Trust may have a
material adverse effect on the Company and/or Trust.

Liquidity

     Before  acquiring  the  Interests  in the  Subsidiaries  in February  2003,
substantially  all of the  Company's  assets  consisted of a portion of the cash
proceeds  from the sale of the  European  Operations  which were held in a money
market fund pending use in an operating  business.  As of December 31, 2003, the
Company had cash and cash equivalents of approximately $29,817.

                                       4
<PAGE>

     From June 2000 through  December 31, 2002,  the Company had no  significant
revenue or cash producing  activities.  In order to maximize its liquidity so it
could  satisfy  its  obligation  to fund the Trust  Loan and  retain  sufficient
working capital cash to attract a potential merger or acquisition  partner,  the
Company implemented measures to conserve cash.

     In August  2002,  the then three senior  officers of the Company,  Asher B.
Edelman,  Gerald N. Agranoff and Phillip P. Krumb,  agreed to receive Beneficial
Interests in lieu of cash as  compensation  for their services during the period
from June 30, 2002 through  December 18, 2002.  This resulted in cash savings to
the  Company  of  $209,981.  Likewise,  the  Company's  then  four  non-employee
directors  agreed to receive  Beneficial  Interests  in lieu of their  quarterly
director fees through the end of the calendar year, resulting in cash savings to
the Company of $30,000.

     In  addition,  the Company  exercised an early  cancellation  option in the
lease for its former European  headquarters  in Paris,  France and downsized its
San Antonio,  Texas  headquarters.  On April 9, 2004,  the  Company,  along with
co-tenants Canal Capital  Corporation and Plaza  Securities  Company LP, entered
into a settlement  agreement with the landlord of its New York office lease. The
settlement agreement provides for, among other things,  termination of the lease
in  its  entirety  and  full  release  of all of the  parties.  The  release  is
contingent  upon  the  forfeiture  of the  Company's  and  co-tenants'  security
deposits  and the  payment of two  months  rent,  full  payment of which must be
received  by the  landlord  not later than  April 30,  2004.  While the  Company
intends to make such  payment,  if the  payment is not  received,  the  landlord
maintains  full rights to sue the Company for damages with respect to the Lease.
The terms of the original lease provided for lease termination in October,  2009
and the Company's annual lease obligation was approximately $400,000.

     While the  Company  has a loan  receivable  in respect of the Trust Loan of
approximately   $908,521  plus  accrued  interest  of  approximately   $167,105,
virtually  the only source of recovery  would have been from net proceeds of the
Patent  Litigation.  As a result  of the  adverse  ruling  of the  appeal of the
summary judgment, these amounts will not be recovered.

     The Company  will not have  sufficient  cash  resources to satisfy its cash
requirements  for  2004,   including  the  payment  of  its  December  31,  2003
obligations, without an infusion of additional cash. In November and December of
2003,  the Company  received  short term financing of $125,000 to partially fund
its  operations.  These notes  matured in January and February of 2004,  and the
Company is  currently  in default on these notes.  In  addition,  subsequent  to
year end, an additional $125,000 was received as a private placement investment,
also to partially fund its operations.  While the Company is seeking  additional
"bridge"  investments  to fund its  operations  until more longer  term  capital
investments  are received,  if at all, there can be no assurance that additional
short term and/or  longer term  financing  will be received and that the Company
will be able to fulfill its obligations.

                                       5
<PAGE>

The CattleSale Acquisition

     The amount of  consideration  paid by the Company for the  Interests in the
Subsidiaries was determined by negotiation,  based on a mutual assessment by the
Company and AEI of the value of the Subsidiaries' business and the real value of
the Company's  Common Stock.  Further,  the  acquisition was structured to avoid
causing a negative  impact on the  Company's net  operating  loss  carry-forward
described below under the heading "Properties."

     The Company did not expend any cash in acquiring the Interests. Rather, the
consideration for the Interests consisted of:

     o 1,323,000 shares of Series B Convertible  Redeemable Preferred Stock (the
"Series B Preferred Stock") having the principal terms described below under the
heading "Preferred Stock;" and

     o 9,593,168 shares of Common Stock,  which equaled forty-nine percent (49%)
of the outstanding shares of Common Stock, on a fully-diluted basis, immediately
subsequent to the closing.

     The Company  intends to file a  registration  statement with the Securities
and  Exchange  Commission  registering  the  shares  issued  to AEI as  soon  as
practicable.

Dividend to Shareholders

     Upon  the  purchase  of the  Interests  in the  Subsidiaries,  the  Company
declared a dividend  payable to its Common  Stock  holders of record on February
24, 2003 (the "Record  Holders").  The dividend was payable in .02503 of a share
of Series A  Convertible  Redeemable  Preferred  Stock (the  "Series A Preferred
Stock")  and .11287 of a share of Series B  Preferred  Stock per share of Common
Stock.  An aggregate of 250,000 shares of Series A Preferred Stock and 1,127,000
shares of Series B Preferred Stock were so issued  (collectively,  the "Dividend
Shares").  The Series A Preferred  Stock has the principal terms described below
under the heading  "Preferred Stock." The Dividend Shares were issued in escrow,
as described below under the heading "Escrow of Dividend Shares."

Escrow of Dividend Shares

     The Dividend  Shares are being held in escrow by Asher B.  Edelman,  former
Vice Chairman of the Company, in the capacity of escrow agent for the benefit of
the Record Holders,  until such time as the Dividend Shares have been registered
for sale under the  Securities Act of 1933, as amended.  The Company  intends to
file a  registration  statement  with the  Securities  and  Exchange  Commission
registering the Dividend Shares, and the shares issued to AEI at the closing, as
soon  as  practicable;  however,  the  Company  cannot  anticipate  when  such a
registration will become effective and the Dividend Shares released from escrow.
During the period the Dividend  Shares are held in escrow,  the escrow agent has
the power to vote the Dividend Shares on any matter submitted to the vote of the
Company's  shareholders,  including  those  matters  acted upon  pursuant to the
Written Consent, as such term is defined below in Item 4 - Submission of Matters
to a Vote of Security Holders.

                                       6
<PAGE>

Preferred Stock

     The rights and preference of the Series A Preferred  Stock and the Series B
Preferred Stock  (collectively,  the "Preferred  Stock"),  which each have a par
value of $.01 per share, are as follows:

     Dividends. Dividends accrue and are cumulative from the date of issuance in
an annual amount equal to 2.5% per year per share, payable semi-annually,  when,
as and if declared  by the Board of  Directors.  Dividends  are payable in cash,
shares of  Preferred  Stock  (valued at $10 per share) or shares of Common Stock
(valued,  (x) if there is a market for the Common Stock, at the average price of
a share of Common Stock  during the last thirty (30) days of trading,  or (y) if
there  is not a  market  for the  Common  Stock,  at $1.38  per  share),  or any
combination thereof.

     Conversion. Each share of Preferred Stock is convertible at any time at the
option of the holder into 7.25 shares of Common Stock.

     Redemption. At any time after the earlier of:

     o a merger  or  consolidation  effecting  the  sale in one or a  series  of
related  transactions of all or  substantially  all of the Company's assets or a
sale of more  than  fifty  percent  (50%) of the  Company's  outstanding  voting
securities, or

     o the  realization  by the Company of  aggregate  net proceeds in excess of
$10,000,000  in  connection  with the sale of Common Stock  pursuant to a public
offering  registered  under the Securities Act of 1933, as amended (a "Qualified
Public Offering"),

     the  Preferred  Stock will be redeemed by the Company for cash in an amount
equal to the  liquidation  preference of $10 per share,  plus accrued and unpaid
dividends as of the redemption date; provided,  however, that (i) the redemption
of the Series B Preferred Stock will be subject to the rights and preferences of
the Series A Preferred  Stock, and (ii) not more than forty percent (40%) of the
net offering  proceeds of the Qualified  Public  Offering will be applied to the
redemption of the Preferred Stock.

Patents and Trademarks

     The Company owns no registered patents or trademarks.

     All  of the  Company's  right,  title  and  interest  to  its  patents  was
transferred  to the Trust upon its  formation  and all of its  right,  title and
interest in the name  "Datapoint"  was  transferred  to DNL upon the sale of the
European Operations.



                                       7
<PAGE>

     The Company owns or has the right to use all intellectual  property used by
the  Subsidiaries  in the  operation of their  business as presently  conducted,
including trademarks, logos, trade names (including "cattlesale.com"), corporate
names,  computer  software,  internet  domain names and IP addresses,  and other
proprietary rights.

Employees

     At December 31,  2003,  the Company had eight  employees,  two of whom were
senior officers and one was a part-time temporary employee.

    The Company considers its relations with its employees to be satisfactory.

     Environmental Matters

     Compliance with current federal,  state, and local regulations  relating to
the  protection of the  environment  has not had, and is not expected to have, a
material effect upon the capital expenditures, earnings, or competitive position
of the Company.

ITEM 2. Properties.

Real Property

     The Company's principal executive office is located in San Antonio,  Texas.
It has additional facilities in New York and in Hinsdale, Illinois.

                                    Approximate
                                      Square
   Location              Use          Footage            Terms

San Antonio, Texas      Office          435     Leased; month to month
San Antonio, Texas     Warehouse        300     Leased; month to month
New York, New York      Office        4,250     Leased; expires October 16, 2009
Hinsdale, Illinois      Office          600     Leased; month to month


     On  April 9,  2004,  the  Company,  along  with  co-tenants  Canal  Capital
Corporation and Plaza Securities Company LP, entered into a settlement agreement
with the  landlord  of its New  York  office  lease.  The  settlement  agreement
provides for,  among other things,  termination of the lease in its entirety and
full  release  of all  of the  parties.  The  release  is  contingent  upon  the
forfeiture of the Company's and co-tenants' security deposits and the payment of
two months  rent,  full  payment of which must be received by the  landlord  not
later than April 30, 2004.  While the Company  intends to make such payment,  if
the  payment is not  received,  the  landlord  maintains  full rights to sue the
company for damages with respect to the Lease.  The terms of the original  lease
provided for lease  termination in October,  2009 and the Company's annual lease
obligation was approximately $400,000.

                                       8
<PAGE>

     The Hinsdale  office  (approximately  600 square feet) is being leased on a
month-to-month  basis for $1,500 per month.  While on March 31, 2003 the Company
gave the landlord six months notice to vacate the premises, the Company still
occupies the premises.

     The Company's  aggregate annual rent under its leases,  excluding sub-lease
agreements, was approximately $233,000. The Company believes that its facilities
are generally well  maintained,  in good operating  condition and are adequately
equipped for their present use.

Tax Loss Carryovers

     The Company  believes  that it had  approximately  $172 million of tax loss
carryovers  for U.S.  federal tax purposes  upon  emerging  from  bankruptcy  in
December  2000,  of which  approximately  $117 million  remained on December 31,
2003. Of this amount, $29 million expires in years 2004 and 2005 and $88 million
expires  in  various   amounts  through  year  2024.   Long-term   capital  loss
carryforwards of $29 million expire in various amounts beginning in 2004.

     At  December  31,  2002,  the Company  had unused  alternative  minimum tax
credits for income tax purposes of approximately  $170 million which also may be
used to offset the Company's future tax liabilities.

     Utilization  of the  ordinary  and capital tax loss  carryforwards  and the
alternative minimum tax credits are subject to limitation in the event of a more
than fifty percent (50%) change in ownership of the Company.  Realization of the
Company's  deferred  tax assets is dependent on  generating  sufficient  taxable
income in  certain  taxing  jurisdictions  prior to the  expiration  of loss and
credit carryforwards.

     Management contemplates that future capital infusions probably will trigger
the 50% change of ownership  and thus limit future  utilization  of the tax loss
carryforward.

     In the event that the Company's ability to utilize its net operating losses
to reduce its federal tax  liability  with respect to current and future  income
becomes  subject to limitation,  the Company may be required to pay, sooner than
it otherwise  might have to, any amounts  owing with respect to such federal tax
liability. This which would reduce the amount of cash otherwise available to the
Company (see Note 7 to the Consolidated Financial Statements).

ITEM 3.  Legal Proceedings.

     From  time to time,  the  Company  is a  defendant  in  lawsuits  generally
incidental to its business. The Company is not currently aware of any such suit,
which if decided adversely to it, would result in a material liability.

                                       9
<PAGE>

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

     There were no matters  submitted  during 2003 to a vote of security holders
of the Company through the solicitation of proxies.  There was no annual meeting
of stockholders held during 2003.

     However,  immediately  subsequent  to the  acquisition  of the Interests on
February  25, 2003, a majority in interest of the  Company's  shareholders  took
certain  actions by written  consent  (the  "Written  Consent"),  including  the
election  of  directors  and  the  adoption  of the  Company's  Second  Restated
Certificate of  Incorporation,  a description  of which follows.  The directors'
biographies  appear below in Item 10 - Directors and  Executive  Officers of the
Registrant under the heading "Directors and Executive  Officers." The votes cast
by Written Consent,  13,832,716  shares,  represented  62.09% of the outstanding
shares  entitled to vote.  None of the  shareholders  voting  abstained or voted
against any of the proposed actions.

     The Second Restated Certificate of Incorporation, which was approved by the
Board of Directors on February 19, 2003, effectively (i) changed the name of the
Corporation to The CattleSale  Company,  (ii) increased the number of authorized
shares of Common Stock by twenty million (20,000,000) shares from thirty million
(30,000,000)  shares to fifty million  (50,000,000)  shares, and (iii) increased
the  number of members  of the Board of  Directors  from seven (7) to eight (8).
Inasmuch as the Company (x) is no longer subject to the Court's December 5, 2000
Confirmation Order, and (y) distributed the Beneficial  Interests owned by it as
a  dividend  to the  holders of Common  Stock of record on  December  20,  2002,
certain  other  provisions  of  the   Corporation's   Restated   Certificate  of
Incorporation pertaining thereto were also amended.



                                       10
<PAGE>



                                     PART II

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

Market Information

     On March 18, 2003, the Company' Common Stock began trading under the symbol
CTLE  on the  National  Association  of  Securities  Dealers'  Over-the  Counter
Bulletin  Board where it had traded  since June 18, 2001 under the symbol  DYHC.
From  December  18,  2000 until June 18,  2001,  the Common  Stock was  tradable
over-the-counter  through the National  Daily  Quotation  System  "pink  sheets"
published by the National Quotation Bureau, Inc.

     As of March 31,  2004,  the  closing  price of a share of Common  Stock was
$.11.  The  prices  below  represent  the  high  and low  prices  for  composite
transactions for Common Stock traded during the applicable periods.

                                          High            Low
        March 31, 2003                    .40             .05
        June 30, 2003                     .28             .13
        September 30, 2003                .26             .10
        December 31, 2003                 .22             .11

                                          High             Low
        March 31, 2002                    .25             .20
        June 30, 2002                     .22             .16
        September 30, 2002                .17             .06
        December 31, 2002                 .12             .05

Holders

     As of March 31, 2004 there were  approximately 2,507  holders of record and
20,392,574 outstanding shares of Common Stock.

Dividends

     The Company has not paid cash dividends to date on its Common Stock and has
no present intention to do so in the near future. However, in February 2003, the
Company  declared  dividends  in shares of Common  Stock and Series A  Preferred
Stock. A discussion of both  dividends  appears above in Item 1 - Business under
the respective heading "Dividend to Shareholders."

ITEM 6.  Selected Financial Data.

     The operations of the Company for the years ended  December 31, 2003,  2002
and 2001 and for the period of  December  19,  2000  through  December  31, 2000
(presented as the "Successor Company"),  were significantly affected by the sale
of the  Company's  European  Operations  on June 30, 2000 and the  cessation  of
virtually all of the Company's revenue producing  operations.  As a result,  the
Company's financial results for each of these periods prior to December 18, 2000
did not reflect the earnings capacity of the Company. In addition, the financial
data for the period ended December 31, 2000 reflects the adoption of Fresh Start
Accounting and includes the period from December 19, 2000 to December 31, 2000.

                                       11
<PAGE>

     The Fresh Start basis of accounting is in accordance  with the Statement of
Position (SOP) 90-7,  "Financial  Reporting by Entities in Reorganization  Under
the  Bankruptcy  Code,"  issued in November  1990 by the  American  Institute of
Certified Public Accountants.  Under this accounting  treatment,  all assets and
liabilities were restated to reflect the reorganization value of the reorganized
entity,  which  approximates  its fair value at the date of  reorganization.  In
addition,  the accumulated deficit of the Company was eliminated and its capital
structure was recast in  conformity  with the Plan.  As such,  the  accompanying
financial data as of December 31, 2000 represents  that of a successor  company,
which,  in  effect,  is a new  entity  with  assets,  liabilities  and a capital
structure  having  carrying values not comparable with prior periods and with no
beginning  retained  earnings  or  deficit.  As  such,  the  financial  data  is
considered that of a successor company and is not comparable to prior periods.



                                       12
<PAGE>



Selected Financial Data
Five-Year Comparison
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                  Successor Company                  Predecessor Company
                                                  ------------------------------------------------------------------------
                                                                                        12/19/00 -  01/01/00 -   08/01/99 -
                                                       2003       2002       2001       12/31/00    12/18/00     12/31/99
--------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>       <C>          <C>        <C>       <C>
Operating Results for the Fiscal Year
Total Revenue(net of $5,481 gross billings in 2003)    $113           $-          $9         $ -      $62,956      $51,860
Operating income (loss)                             (2,017)       (2,283)     (3,321)      (195)      (3,004)      (1,772)
Income (loss) before extraordinary credits
  And effect of change in accounting principle      (1,830)       (2,526)     (3,793)      (311)      50,820      (4,513)
Net income (loss)                                   (1,830)       (2,290)     (3,793)      (311)      81,079      (4,513)
Basic earnings (loss) per common share:
  Income (loss) before extraordinary credits        ($0.13)       ($0.25)     ($0.38)    ($0.03)      $12.10      ($1.13)
  Gain on the exchange and retirement
    of preferred stock                                 -                -         -          -           -           -
  Extraordinary credits and changes in accounting      -             0.02         -          -         10.94         -
   Principle
    Net income (loss) per share                     ($0.13)       ($0.23)     ($0.38)    ($0.03)      $23.04      ($1.13)
Diluted earnings (loss) per common share:
  Income (loss) before extraordinary credits        ($0.13)       ($0.25)     ($0.38)    ($0.03)      $10.25      ($1.13)
  Gain on the exchange and retirement
    of preferred stock                                 -               -          -          -          -            -
  Extraordinary credits and changes in accounting      -            0.02          -          -          5.91         -
 Principle                                                                                                           -
  Net income (loss) per share                       ($0.13)       ($0.23)     ($0.38)    ($0.03)      $16.16      ($1.13)

Financial Position at End of Fiscal Year
Current assets                                        $154        $1,702      $3,659     $8,289       $9,318      $36,093
Fixed assets, net                                      108            14          28        102          108        5,872
Total assets                                         1,107         1,826       7,077     12,694       13,740       44,054
Current liabilities                                    675           295         502      1,913        2,801       60,444
Long-term debt                                          -             -           -          -           -         50,000

Stockholders' equity (deficit)                          32         1,095       3,385      7,189        7,500     (76,556)

Other Information
Average common shares outstanding                  18,240,926   9,984,726   9,984,726  10,000,000   4,145,770    4,131,074
Number of common stockholders of record                 2,504       2,767       2,780       2,641       2,732        2,810
Preferred shares outstanding                        2,631,406         -           -           -           -        661,967
Dividends paid or accumulated on preferred stock      556             -           -           -           -            165

Number of employees                                    8              5           7           19          19           617

<FN>
See notes to  Consolidated  Financial  Statements  and Management  Discussion  and Analysis of Financial  Condition and Results of
Operations.

No cash dividends on Common Sock have been declared during any of the above periods.
Net income for the period ending 12/18/00 includes a gain of $52.5 million resulting from a divestiture.
Net income for the period ending 12/18/00  includes an  extraordinary  debt  extinguishment  gain of $26.5 million and Fresh Start
adjustments of $3.8 million.
Per share amounts have been adjusted to reflect its issuance at the rate of .225177  shares of Successor  Company Common Stock for
each share of Predecessor Company Common Stock.
</FN>
</TABLE>



                                       13
<PAGE>



ITEM 7. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

Background

     The Company, then known as Datapoint Corporation,  filed for reorganization
under  Chapter  11 of the  United  States  Bankruptcy  Code on May 3,  2000 (the
"Reorganization").  Prior  thereto,  it had  conducted a hardware  and  software
product and  services  business in the United  States and Europe (the  "European
Operations").  The Company was the owner of United States Patents  5,008,879 and
5,077,732 (the "Patents") and had commenced  patent  infringement  litigation in
the United States District Courts for the Eastern and Southern  Districts of New
York (the "Patent Litigation").

     On December 5, 2000, the United States Bankruptcy Court for the District of
Delaware (the "Court")  approved the  Company's  Amended Plan of  Reorganization
(the  "Plan").  Pursuant to the Plan, on June 30, 2000,  the Company's  European
Operations  were sold to Datapoint  Newco 1 Limited,  a United  Kingdom  company
("DNL")  and,  on June 18,  2000,  the  Dynacore  Patent  Litigation  Trust (the
"Trust") was formed to prosecute the Patent  Litigation on behalf of the holders
of units of  beneficial  interest  in the Trust  (the  "Beneficial  Interests").
Pursuant  to the  Plan,  the  Company  is  obligated  to loan  the  Trust  up to
$1,000,000 with interest at 12% per year (the "Trust Loan").

     From January 2001 through December 31, 2002, the Company had no significant
revenue  or cash  producing  activities  and was  actively  seeking  a merger or
acquisition partner.

     On February 25,  2003,  the Company  acquired all of the limited  liability
company interests (the  "Interests") in CS Livestock  Commissions Co. LLC and CS
Auction  Production Co. LLC  (collectively,  the  "Subsidiaries").  The Company,
through  the  Subsidiaries,  is now  conducting  a cattle  auction  and  trading
services business on the internet.

Liquidity

     Before  acquiring  the  Interests  in the  Subsidiaries  in February  2003,
substantially  all of the  Company's  assets  consisted of a portion of the cash
proceeds from the sale of the European  Operations in June, 2000, which was held
in a money market fund pending use in an operating business.  As of December 31,
2002, the Company had cash and cash equivalents of  approximately  $1.3 million.
In  addition,  the  Company  had  approximately  $6  thousand  invested  in  PGM
Associates,  L.P. (the "Partnership"),  as more fully described in Note 4 to the
Consolidated Financial Statements.

     As noted above,  from June 2000 through  December 31, 2002, the Company had
no significant  revenue or cash producing  activities.  In order to maximize its
liquidity so it could satisfy its  obligation to lend the Trust up to $1 million
and retain  sufficient  working  capital  cash to attract a potential  merger or
acquisition  partner,  the Company  implemented  measures to conserve  cash.

                                       14
<PAGE>

     In August  2002,  the then three senior  officers of the Company  agreed to
receive Beneficial  Interests in lieu of cash as compensation for their services
during the period from June 30, 2002 through December 18, 2002. This resulted in
cash  savings to the Company of  $209,981.  Likewise,  the  Company's  then four
non-employee  directors agreed to receive Beneficial  Interests in lieu of their
quarterly director fees through the end of the calendar year,  resulting in cash
savings to the Company of $30,000.

     In  addition,  the Company  exercised an early  cancellation  option in the
lease for its former European  headquarters  in Paris,  France and downsized its
San Antonio,  Texas  headquarters.  On April 9, 2004,  the  Company,  along with
co-tenants Canal Capital  Corporation and Plaza  Securities  Company LP, entered
into a settlement  agreement with the landlord of its New York office lease. The
settlement agreement provides for, among other things,  termination of the lease
in  its  entirety  and  full  release  of all of the  parties.  The  release  is
contingent  upon  the  forfeiture  of the  Company's  and  co-tenants'  security
deposits  and the  payment of two  months  rent,  full  payment of which must be
received  by the  landlord  not later than  April 30,  2004.  While the  Company
intends to make such  payment,  if the  payment is not  received,  the  landlord
maintains  full rights to sue the Company for damages with respect to the Lease.
The terms of the original lease provided for lease termination in October,  2009
and the Company's annual lease obligation was approximately $400,000.

     The Company  will not have  sufficient  cash  resources to satisfy its cash
requirements  for  2004,   including  the  payment  of  its  December  31,  2003
obligation,  without an infusion of additional cash. In November and December of
2003,  the company  received  short term financing of $125,000 to partially fund
its  operations.  These notes  matured in January and February of 2004,  and the
Company is  currently  in default on these notes.  In  addition,  subsequent  to
yearend, an additional $125,000 was received as a private placement  investment,
also to partially fund its operations.  While the Company is seeking  additional
"bridge"  investments  to fund its  operations  until more longer  term  capital
investments  are received,  if at all, there can be no assurance that additional
short term and/or  longer term  financing  will be received and that the Company
will be able to fulfill its obligations.

     As of  December  31,  2003,  the  Company  had  available  federal  tax net
operating losses aggregating  approximately $117 million which expire in various
amounts  beginning in 2004. In the event that the  Company's  ability to utilize
its net  operating  losses to reduce its federal tax  liability  with respect to
current and future  income  becomes  subject to  limitation,  the Company may be
required to pay,  sooner than it otherwise might have to, any amounts owing with
respect to such  federal tax  liability,  which would  reduce the amount of cash
otherwise  available  to the Company (see Note 7 to the  Consolidated  Financial
Statements).

Financial Condition
(In thousands)

     During the year ended  December 31, 2003, the Company's  unrestricted  cash
and cash  equivalents  decreased  approximately  $1,314.  This  approximated the
amount  used  by the  Company  for  operating  purposes.  The  $168,  raised  by
borrowings,  stock  sales  and  asset  liquidation,   approximated  the  amounts
disbursed  by  the  Company  in the  acquisition  of the  Subsidiaries  and  for
additional fixed assets.



                                       15
<PAGE>

Restructuring Costs
(In thousands)

     During the periods listed below, the Company incurred  restructuring costs,
as shown, in connection with employee terminations and facility closings related
to its  downsizing  efforts  after its  Reorganization.  Through the end of 2002
restructuring charges relating to payroll costs were not recorded until specific
employees  are  determined  (and  notified  of  termination)  by  management  in
accordance with the Company's overall  restructuring  plan. Other  restructuring
costs were not recorded  until  management has committed to an exit plan and all
significant  actions to be taken have been identified and significant changes to
the plan are not likely.

     Subsequent to December 31, 2002,  the Company began to apply the provisions
of Statement of Financial  Accounting  Standards No. 146 - Accounting  for Costs
Associated with Exit of Disposal  Activities ("SFAS 146"), to the recognition of
restructuring charges. Under SFAS 146, restructuring charges relating to payroll
costs are not recorded until  management  commits to a plan of termination,  the
plan identifies the number, job  classifications or functions,  and locations of
employees to be  terminated,  the terms of the  termination  benefits  have been
determined and it is unlikely that there will  significant  changes to the plan.
Even then, the fair value of the liability is only recorded if the employees are
not required to render  service for their benefits  beyond a "minimum  retention
period",  otherwise  the liability is recorded  ratably over the future  service
period.  Under SFAS 146,  costs to  terminate a contract,  such as a lease,  are
recorded at the termination date or, for costs that will continue to be incurred
without  economic  benefit to the  Company,  when the Company  ceases  using the
rights conveyed by the contract.  A liability for other  restructuring  costs is
recorded when  incurred,  generally  when goods and services are received by the
Company.  The  adoption  of  SFAS  146 in 2003  had no  material  impact  on the
Company's financial statements.

                        2003           2002          2001
                     ---------       --------      --------
Restructuring costs     $9             $15           $233

     For the year ended  December 31, 2003,  the Company's  restructuring  costs
were incurred in connection with the settlement of a facility lease.

     For the year ended  December 31, 2002,  the Company's  restructuring  costs
were incurred in connection with  insolvency and liquidation  procedures for its
German subsidiary.  At December 31, 2002, accrued but unpaid restructuring costs
were $13.

     For the year ended December 31, 2001, the Company's  restructuring costs of
$233 arose in  connection  with  employee  terminations  and  closing  the Paris
office. Of this amount, $183 related to severance  obligations.  At December 31,
2001, accrued but unpaid  restructuring  costs were $50, relating to the closing
of the Paris  office,  which were paid  during the first and second  quarters of
2002.

                                       16
<PAGE>

     A  rollforward  of the  restructuring  accrual from December 31, 2000 is as
follows:
                                                                   Total
    Restructuring accrual as of December 31, 2000                  $ 51
    Additions                                                       233
    Payments                                                       (234)
                                                                    ----
    Restructuring accrual as of December 31, 2001                  $ 50
    Additions                                                        15
    Payments                                                        (52)
                                                                    ----

    Restructuring accrual as of December 31, 2002                  $ 13
    Additions                                                        20
    Payments                                                        (22)
    Changes in estimate                                             (11)
                                                                    ----

    Restructuring accrual as of December 31, 2003                   $ 0

Results of Operations
(In thousands)

     The following is a summary of the Company's  sources of revenue for each of
the listed periods:
                              2003            2002            2001
                     ---------------- ---------------- ------------------
     Sales
         U.S.               $--               $--              $9
         Foreign             --                --              --
                             --                --              $9

     Service and Other
         U.S.               113                --              --
         Foreign             --                --              --
                            113                --              --

     Total Revenue         $113               $--              $9
                           ====               ===              ===


     Year ended December 31, 2003

     For  the  year  ended  December  31,  2003,  the  Company  had  revenue  of
approximately  $113 which  consisted of $5,481 of gross  billings to buyers less
payments  to  sellers of $5,368.  The  Company  incurred  an  operating  loss of
approximately  $2,017 and a net loss of $1,830.  Of the  approximate,  $2,007 of
Selling, General and Administrative expenses,  approximately $880 related to the
revenue  producing  operations  and the  remainder  as corporate  overhead.  The
Company  incurred   non-operating  income  of  $187,  which  primarily  included
approximately $160 of unclaimed bankruptcy checks.

                                       17
<PAGE>

    Year ended December 31, 2002

     For the year ended  December 31, 2002, the Company had an operating loss of
approximately  $2,283. Of this loss, $532 related to the Trust's  activities and
$276 related to additional bad debt expense provisions. The remainder related to
the Company's other corporate expenses, including expenses related to its search
for a merger or acquisition partner.

     Non-operating   expense   for  the  year  ended   December   31,  2002  was
approximately  $243 and consisted of interest income of $25, imputed interest of
$49, and a foreign currency  transaction  loss of $275 primarily  related to the
liability for the pension  benefits and other  post-employment  obligations  for
certain employees of the Company's German  subsidiary.  Also included was a loss
of $42, representing the equity in loss of the Partnership.

    Year ended December 31, 2001

     During the year ended December 31, 2001, the revenue of $9 was derived from
the  operations  of  Corebyte,   Inc.,  a  subsidiary,   whose  operations  were
significantly  curtailed in the first  quarter of 2001 and  discontinued  in the
third quarter.

     Of the $3,097 of selling, general and administrative expenses, $337 related
to depreciation and other "non-cash"  amortization,  $262 related to the Trust's
activities  and $212  was  incurred  in  operations  and  functions  which  were
terminated  during the year. The remainder related to the Company's search for a
merger or acquisition transaction and other corporate expenses.

     As described  above,  the Company incurred $233 of costs in connection with
the Reorganization for the year ended December 31, 2001.

     Non-operating expense for the year ended December 31 2001 was approximately
$472 and consisted of interest  income of $248,  imputed  interest of $54, and a
foreign  currency  transaction  gain of $136  primarily  related  to the  German
subsidiary. Also included was a loss of $907, representing the equity in loss of
the Partnership.

     Market Risk Sensitive Instruments
     The Company's market risk was primarily  limited to a pension liability and
other post-employment liabilities which remain with the German subsidiary. Thus,
the Company's  operating results could have been affected by fluctuations in the
value of the U.S. dollar as compared to the German currency.  As of December 31,
2002,  the  German  subsidiary  was in  bankruptcy  and no  longer a part of the
consolidated Company.



                                       18
<PAGE>

     Cautionary  Statement  Regarding  Risks and  Uncertainties  that May Affect
Future Results

     This Annual Report on Form 10-K contains  forward-looking  statements about
the  business,  financial  condition  and  prospects of the Company.  The actual
results of the Company  could  differ  materially  from those  indicated  by the
forward-looking statements because of various risks and uncertainties, including
without  limitation,  the  risks  associated  with  entering  into a new line of
business, changes in product demand, the reliability of the internet, changes in
competition,  economic conditions,  new product development,  changes in tax and
other  governmental rules and regulations  applicable to the Company,  and other
risks  indicated  in the  Company's  filings  with the  Securities  and Exchange
Commission.  These risks and uncertainties are beyond the ability of the Company
to  control,  and in many  cases,  the  Company  cannot  predict  the  risks and
uncertainties  that could  cause its actual  results to differ  materially  from
those  indicated  by the  forward-looking  statements.  When used in this Annual
Report on Form 10-K, the words "believes,"  "estimates," "plans," "expects," and
"anticipates"  and  similar  expressions  as they  relate to the  Company or its
management  are  intended  to  identify  forward-looking  statements.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

     None.

ITEM 8. Financial Statements and Supplementary Data.


                                       19
<PAGE>

<TABLE>
<CAPTION>

                                         INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


<S>     <C>                                                                                                        <C>
                                                                                                                   Page

Report of Marks Paneth & Shron LLP
     Independent Auditors                                                                                          21

Consolidated Financial Statements

    Consolidated Statements of Operations
        for the years ended December 31, 2003, 2002 and 2001                                                       23

    Consolidated Balance Sheets as of December 31, 2003 and 2002                                                   25

    Consolidated Statements of Cash Flows
        for the years ended December 31, 2003 and 2002;                                                            26

    Consolidated Statements of Stockholders' Equity (Deficiency)
        for the years ended December 31, 2003 and 2002                                                             28

    Notes to Consolidated Financial Statements                                                                     29

</TABLE>




                                       20
<PAGE>



REPORT OF MARKS PANETH & SHRON LLP
INDEPENDENT AUDITORS

The Board of Directors
The CattleSale Company

We have audited the accompanying  consolidated  balance sheets of The CattleSale
Company (formerly known as Dynacore Holdings Corporation) and subsidiaries as of
December  31,  2003  and  2002,  and  the  related  consolidated  statements  of
operations,  stockholders' equity  (deficiency),  and cash flows for each of the
three years in the period ended December 31, 2003.  These  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 audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatements.  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, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of The
CattleSale  Company and  subsidiaries  as of December  31, 2003 and 2002 and the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2003,  in  conformity  with  accounting
principles generally accepted in the United States of America.

As discussed in Note 1 to the financial  statements,  effective January 1, 2002,
the  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 142,
"Goodwill and Other Intangible  Assets."

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company  incurred a net loss of
$1,830,000  during the year ended  December  31,  2003.  Also,  the  Company has
current assets of $154,000 while current liabilities are $675,000.  In addition,
as described  in Note 1 to the  financial  statements,  the Company has incurred
additional  losses  since  December  31,  2003  and will  need  cash to fund its
operations. Those conditions raise substantial doubt about the Company's ability
to continue as a going  concern.  The Company's  plans and  intentions  are more
fully described in Note 1 to the financial statements.  The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


                                       21
<PAGE>


Our audits referred to above included the financial statement schedule listed in
the index at Item 15(a)(2) as of December 31, 2003 and 2002, and for each of the
three  years in the  period  ended  December  31,  2003.  In our  opinion,  this
financial  statement  schedule  presents fairly,  in all material  respects,  in
relation to the financial  statements taken as a whole, the information required
to be stated therein.




                                                Marks Paneth & Shron LLP
New York, New York
April 6, 2004, except for
notes 10 and 16 as to which
the date is April 9, 2004.


                                       22
<PAGE>



CONSOLIDATED STATEMENTS OF OPERATIONS
The CattleSale Company and Subsidiaries
For the years ended December 31, 2003, 2002 and 2001 and the periods
 (In thousands, except share and per share data)
<TABLE>
<CAPTION>




                                                   2003              2002           2001
----------------------------------------------------------------------------------------
Revenue:
<S>                                               <C>               <C>              <C>
Sales                                             $--               $--               $9
Service (net of $5,481 gross billings in 2003)    113                --               --
----------------------------------------------------------------------------------------
Total revenue                                     113                --                9

Operating costs and expenses:
Selling, general and administrative             2,007             1,387            2,837
Patent Litigation Trust expenses                  114               532              260
Impairment of Datapoint assets                     --               349               --
Restructuring costs                                 9                15              233
----------------------------------------------------------------------------------------
Total operating costs and expenses              2,130             2,283            3,330
----------------------------------------------------------------------------------------

Operating  income (loss)                       (2,017)           (2,283)          (3,321)

Non-operating income (expense):
Interest income                                    28                25               --
Interest expense                                  (24)               --               --
Equity in loss of limited partnership              (2)              (42)            (907)
Other, net                                        185              (226)             435
----------------------------------------------------------------------------------------
Income (loss)  before  income taxes and
 extraordinary credits and cumulative effect
  of change in accounting principle            (1,830)           (2,526)          (3,793)
Income taxes (benefit)                             --                --               --
----------------------------------------------------------------------------------------
Income (loss) before extraordinary credits
 and cumulative effect of change in
 accounting principle                          (1,830)           (2,526)          (3,793)
Extraordinary credits:
    Deconsolidation of company subsidiary          --             3,165
  Impairment of reorganization value in excess
    of amounts allocable to identifiable assets    --            (1,941)              --
Cumulative effect of change in accounting
   principle                                       --              (988)              --
----------------------------------------------------------------------------------------
Net income (loss)                             $(1,830)          $(2,290)         $(3,793)
=========================================================================================


</TABLE>


                                       23
<PAGE>



CONSOLIDATED STATEMENTS OF OPERATIONS
The CattleSale Company and Subsidiaries
continued
<TABLE>
<CAPTION>



                                                                     2003           2002              2001
----------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>                <C>
Preferred stock dividends paid or accumulated                      $(556)           $--               $--
                                                                    ----            ---               ---
Net income (loss) applicable to common                           $(2,386)        $(2,290)          $(3,793)
                                                                  =======        ========          ========
Basic  income (loss) per common share:
Income (loss) before extraordinary credit                          $(.13)         $(.25)            $(.38)
Cumulative effect of change in accounting
  principle                                                          --            (.10)               --
Deconsolidation of company subsidiary                                --             .32                --
Impairment of reorganization value in excess
  of amounts allocable to identifiable assets                        --            (.20)               --
                                                                     --            -----               --
Net income (loss) per common share                               $(.13)           $(.23)            $(.38)
                                                                 ======           ======            ======

Diluted income (loss) per common share:
Income (loss) before extraordinary credit                        $(.13)           $(.25)            $(.38)
Cumulative effect of change in accounting
  principle                                                          --            (.10)               --
Deconsolidation of company subsidiary                                --             .32                --
Write off of Reorganization excess                                   --            (.20)               --
                                                                     --            -----               --
Net income (loss) per common share                               $(.13)           $(.23)             $(.38)
                                                                 ======           ======             ======

Average common shares outstanding:
        Basic                                                18,240,926         9,984,726           9,984,726
        Diluted                                              18,240,926         9,984,726           9,984,726






See accompanying Notes to Consolidated Financial Statements.
</TABLE>



                                       24
<PAGE>



CONSOLIDATED BALANCE SHEETS
The CattleSale Company and Subsidiaries
December 31, 2003 and 2002
(In thousands, except share data)


<TABLE>
<CAPTION>

                                                                                   2003               2002
                                                                                ---------------------------
Assets

Current assets:
<S>                                                                                  <C>            <C>
    Cash and cash equivalents                                                        $30            $1,344
    Investment in limited partnership                                                 --                 6
      Accounts receivable, net                                                        64               213
    Prepaid expenses and other current assets                                         60               139
                                                                                      --               ---
        Total current assets                                                         154             1,702

Fixed assets, net                                                                    108                14
Other assets, net                                                                    137               110
Goodwill                                                                             708                --
                                                                                     ---                --
                                                                                  $1,107            $1,826
                                                                                  ======            ======

Liabilities and Stockholders' Equity

Current liabilities:
    Accounts payable                                                                $334               $88
    Accrued expenses                                                                 232               207
     Notes payable                                                                   109                --
                                                                                     ---                --
        Total current liabilities                                                    675               295

Deferred rent                                                                         --                36
Deferred federal income tax                                                          400               400

Commitments and contingencies

Stockholders' equity:
Series A Preferred stock, $0.01 par value.  Shares authorized,
    500,000; 250,000 shares issued and outstanding in 2003, none 2002
    (liquidation preference $2,500,000)                                                2                --
Series B Preferred stock, $0.01 par value.  Shares authorized,
    4,000,000; 2,381,406 shares issued and outstanding in 2003, none 2002
    (liquidation preference $23,814,060)                                              24                --
Common stock, $0.01 par value.  Shares authorized 50,000,000;
    shares issued and outstanding 20,353,700 in 2003 and 9,984,726 in 2002.          204               100
Paid in capital                                                                    8,026             7,389
Accumulated deficit                                                               (8,224)           (6,394)
                                                                                  -------           -------
   Total stockholders' equity                                                         32             1,095
                                                                                      --             -----
         Total Liabilities and Stockholders' Equity                               $1,107            $1,826
                                                                                  ======            ======

See accompanying Notes to Consolidated Financial Statements.
</TABLE>



                                       25
<PAGE>



CONSOLIDATED STATEMENTS OF CASH FLOWS
The CattleSale Company and Subsidiaries
For the years ended December 31, 2003, 2002 and 2001
(In thousands)

<TABLE>
<CAPTION>



                                                                           2003           2002              2001
                                                                           --------------------------------------
Cash flows from operating activities:
<S>                                                                      <C>             <C>            <C>
Net income (loss)                                                        $(1,830)        $(2,290)       $(3,793)
Adjustments to reconcile net income (loss) to net cash
provided from (used in) operating activities:
Depreciation and amortization                                                 54              34            127
Amortization of debt discount                                                 24              --             --
Expenses paid by issuance of stock warrants                                   65              --             --
Reorganized value in excess of amounts allocable to identifiable assets
          Amortization                                                        --              --            210
          Favorable settlement/unclaimed bankruptcy checks                    --              --            276
          Impairment                                                          --           1,944             --
Loss in equity of investee                                                     2              42            907
Provision for losses on accounts receivable                                   --             276             72
Cumulative change in accounting principle                                     --             988             --
Deconsolidation of German subsidiary                                          --          (3,165)            --
Foreign currency (gains) losses related to German Pension Plan                --            312              --
Changes in assets and liabilities:
(Increase) Decrease in prepaids                                               40              77             --
(Increase) Decrease in receivables                                           189              50             51
Increase (Decrease) in accounts payable and accrued expenses                 103             (65)        (1,094)
Decrease in other liabilities and deferred credits                            --              --             --
Other, net                                                                    39             (27)            30
                                                                              --             ----            --
Net cash provided from (used in) operating activities                     (1,314)         (1,824)        (3,214)
                                                                          -------         -------        -------
Cash flows from investing activities:
Payments for fixed assets                                                    (18)             --             --
Proceeds from sale of fixed assets                                            --               9             24
Acquisition costs                                                           (150)             --             --
Proceeds from life insurance policies                                         39              --             --
Investment in limited partnership                                              4             545         (1,500)
                                                                               -             ---         -------
Net cash provided from (used in) investing activities                       (125)            554         (1,476)
                                                                            -----            ---         -------


</TABLE>



                                       26
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
The CattleSale Company and Subsidiaries
continued
<TABLE>
<CAPTION>



                                                                           2003           2002               2001
                                                                           --------------------------------------

Cash flows from financing activities:
<S>                                                                           <C>
Proceeds from borrowings                                                      85              --             --
Sale of common stock                                                          40              --             --
Net cash provided from (used in) financing activities                        125              --             --
Net increase (decrease) in cash and cash equivalents                      (1,314)         (1,270)        (4,690)
Cash and cash equivalents at beginning of period                           1,344           2,614          7,304
                                                                           -----           -----          -----
Cash and cash equivalents at end of period                                   $30          $1,344         $2,614
                                                                             ===          ======         ======

Cash payments for:
Interest                                                                      $--             $--            $--
Income taxes                                                                   --              --             --



See accompanying Notes to Consolidated Financial Statements.

<FN>
     The  changes  in  operating  assets  and  liabilities  resulting  from  the
acquisition transaction are not considered in determining net cash provided from
operating activities.
</FN>
</TABLE>



                                       27
<PAGE>



CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY (DEFICIENCY)
The CattleSale Company and Subsidiaries
For the years ended December 31, 2003, 2002 and 2001
(In thousands)
<TABLE>
<CAPTION>


                                         Common Stock              Preferred Stock        Paid in     Retained     Total
                                 # shares        Par Value      # Shares     Par Value    Capital      Deficit
<S>                               <C>                <C>              <C>       <C>       <C>            <C>         <C>
Balance at December 31, 2000      10,000,000         $100             0         $ -       $7,400         $(311)      $7,189
Net loss                              -                -              -           -          -          (3,793)      (3,793)
Treasury stock                      (15,274)           -              -           -          -             -            -
Common stock unclaimed                -                -              -           -         (11)           -            (11)
------------------------------ --------------- -------------- ------------ ----------- ------------ ------------- -----------
Balance at December 31, 2001       9,984,726         $100             0         $ -       $7,389      $ (4,104)      $3,385
Net loss                              -                -              -           -          -          (2,290)      (2,290)
------------------------------ --------------- -------------- ------------ ----------- ------------ ------------- -----------
Balance at December 31, 2002       9,984,726         $100             0         $ -       $7,389      $ (6,394)      $1,095
Acquisition                        9,593,168           96        2,700,000       27          539          -             662
Preferred Stock Conversion           497,306            5          (68,594)      (1)          (4)         -              -
Warrants issued                       -                 -             -           -           65          -              65
Stock issued                         278,500            3             -           -           37          -              40
Net loss                              -                 -             -           -           -         (1,830)      (1,830)
------------------------------ --------------- -------------- ------------ ----------- ------------ ------------- -----------
Balance at December 31, 2003      20,353,700         $204        2,631,406      $26        $8,026       $(8,224)       $ 32

See accompanying Notes to Consolidated Financial Statements

</TABLE>




                                       28
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The CattleSale Company and
Subsidiaries For the years ended December 31, 2003 and 2002 and the periods
(Dollars in thousands, except share data)

     Since February 25, 2003, the Company, through the Subsidiaries, has been in
the  business of  providing  auction  trading  services to producers of beef and
dairy   cattle   which  is   accessible   by  the   internet   at  the   website
www.cattlesale.com.  During the period of February 25, 2003 through December 31,
2003,  the Company's  cattle  trading  activity was  conducted  primarily in the
Pacific  Northwest and Northern Great Plains'  states.  Also during this period,
three buyers accounted for approximately 24%, 21% and 12%, respectively,  of the
Company's gross billings.

1.       Summary of Significant Accounting Policies

Liquidity and Going Concern

     The Company, then known as Datapoint Corporation,  filed for reorganization
under  Chapter  11 of the  United  States  Bankruptcy  Code on May 3,  2000 (the
"Reorganization").  Prior  thereto,  it had  conducted a hardware  and  software
product and  services  business in the United  States and Europe (the  "European
Operations").  The Company was the owner of United States Patents  5,008,879 and
5,077,732 (the "Patents") and had commenced  patent  infringement  litigation in
the United States District Courts for the Eastern and Southern  Districts of New
York (the "Patent Litigation").

     On December 5, 2000, the United States Bankruptcy Court for the District of
Delaware (the "Court")  approved the  Company's  Amended Plan of  Reorganization
(the  "Plan").  Pursuant to the Plan, on June 30, 2000,  the Company's  European
Operations  were sold to Datapoint  Newco 1 Limited,  a United  Kingdom  company
("DNL")  and,  on June 18,  2000,  the  Dynacore  Patent  Litigation  Trust (the
"Trust") was formed to prosecute the Patent  Litigation on behalf of the holders
of units of  beneficial  interest  in the Trust  (the  "Beneficial  Interests").
Pursuant  to the  Plan,  the  Company  is  obligated  to loan the Trust up to $1
million  with  interest at 12% per year (the "Trust  Loan").  As of December 31,
2003, $909 had been advanced leaving an additional commitment of $91.

     On February 25,  2003,  the Company  acquired all of the limited  liability
company interests (the  "Interests") in CS Livestock  Commissions Co. LLC and CS
Auction  Production Co. LLC  (collectively,  the  "Subsidiaries").  The Company,
through  the  Subsidiaries,  is now  conducting  a cattle  auction  and  trading
services business on the internet.

     Prior to its acquisition of the Subsidiaries in February 2003, a portion of
the  cash  proceeds  from  the  sale  of  the  European  Operations  constituted
substantially all of the Company's  assets.  These proceeds were held in a money
market  mutual fund  pending use in an  operating  business.  As of December 31,
2003, the Company had cash and cash equivalents of approximately $30 thousand.

                                       29
<PAGE>

     From June 2000 through  December 31, 2002,  the Company had no  significant
revenue  or cash  producing  activities  and was  actively  seeking  a merger or
acquisition  partner. In order to maximize its liquidity so it could satisfy its
obligation to the Trust of $1 million and retain sufficient working capital cash
to attract a potential merger or acquisition  partner,  the Company  implemented
measures to conserve cash.

     In August  2002,  the then three senior  officers of the Company  agreed to
receive Beneficial  Interests in lieu of cash as compensation for their services
during the period from June 30, 2002 through December 18, 2002. This resulted in
cash  savings to the Company of  $209,981.  Likewise,  the  Company's  then four
non-employee  directors agreed to receive Beneficial  Interests in lieu of their
quarterly director fees through the end of the calendar year,  resulting in cash
savings to the Company of $30,000.

     In  addition,  the Company  exercised an early  cancellation  option in the
lease for its former European  headquarters  in Paris,  France and downsized its
San Antonio,  Texas  headquarters.  On April 9, 2004,  the  Company,  along with
co-tenants Canal Capital  Corporation and Plaza  Securities  Company LP, entered
into a settlement  agreement with the landlord of its New York office lease. The
settlement agreement provides for, among other things,  termination of the lease
in  its  entirety  and  full  release  of all of the  parties.  The  release  is
contingent  upon  the  forfeiture  of the  Company's  and  co-tenants'  security
deposits  and the  payment of two  months  rent,  full  payment of which must be
received  by the  landlord  not later than  April 30,  2004.  While the  Company
intends to make such  payment,  if the  payment is not  received,  the  landlord
maintains  full rights to sue the Company for damages with respect to the Lease.
The terms of the original lease provided for lease termination in October,  2009
and the Company's annual lease obligation was approximately $400,000.

     The Company  will not have  sufficient  cash  resources to satisfy its cash
requirements  for  2004,   including  the  payment  of  its  December  31,  2003
obligations, without an infusion of additional cash. In November and December of
2003,  the Company  received  short term financing of $125,000 to partially fund
its  operations.  These notes  matured in January and February of 2004,  and the
Company is currently in default on these notes. In addition,  subsequent to year
end, an additional $125,000 was received as a private placement investment, also
to  partially  fund its  operations.  The Company has been  primarily  operating
through one agent located in the Northwestern  region of the United States,  who
was primarily  responsible  for generating  most of the cattle  transactions  in
2003.  The selling  season for that region is  generally  in the summer and fall
with deliveries  occurring in the fall and winter.  Consequently,  subsequent to
year end, the source of cash inflows to the Company has primarily  been from the
private  investment,  which is not  sufficient to meet the Company's  operations
cash  requirements.  The Company has been seeking to expand its agent network to
include more coverage throughout the United States. In addition,  the Company is
exploring   several   opportunities  to  provide  more  permanent  capital  cash
infusions.  While the  Company is  simultaneously  seeking  additional  "bridge"
investments  to fund its operations  until more longer term capital  investments
are received,  if at all, there can be no assurance that  additional  short term
and/or longer term  financing will be received and that the Company will be able
to fulfill its obligations or continue operations.

                                       30
<PAGE>

Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
and its  majority-owned  subsidiaries,  all of which  were  wholly-owned  except
Corebyte,  Inc., which was 80% owned and the Trust,  which was 56.5% owned as of
December  31,  2000  and  2001.  In  August,   2002,  the  Company   distributed
approximately 12% of outstanding  beneficial  interests to three senior officers
and four non-employee  directors of the Company in lieu of cash compensation for
their  services  for the period June 30, 2002 through  December  18,  2002.  The
remainder of the Company's Beneficial Interests was distributed as a dividend to
its  stockholders  of record on  December  20,  2002 on the basis of .44569 of a
Beneficial  Interest  for each  share  of  Common  Stock  (with  all  fractional
interests  eliminated).  As a  result  of the  accumulation  of  the  fractional
Beneficial  Interests,  the Company retained ownership of 1,469 of the 9,977,690
Beneficial Interests outstanding as of March 13, 2003. Intercompany accounts and
transactions have been eliminated upon consolidation.

     On October 31, 2002, the Company's  German  subsidiary filed for bankruptcy
in the German courts.  While the ultimate outcome of this action is unknown, the
Company does not believe that it will have a material  impact upon the Company's
cash  resources.  As of that date, the Company ceased to consolidate  the German
subsidiary into its consolidated financial statements.  Accordingly, cash of $14
and a pension liability of $3,179 were removed from the financial  statements as
of that date. The resulting $3,165 gain was classified as extraordinary.

Cash and Cash Equivalents

     Cash equivalents include short-term, highly-liquid money market accounts or
debt investments with overnight  maturities and, as a result, the carrying value
approximates fair value because of the short maturity of those instruments.

Fixed Assets

     Fixed assets are carried at cost and  depreciated  for  financial  purposes
using straight-line and accelerated methods at rates based on the economic lives
of the assets or the related lease terms for leasehold improvements:

        Leasehold improvements                             3-5 years
        Machinery, equipment, furniture and fixtures      3-10 years

     Major  improvements that add to the productive  capacity or extend the life
of an asset are capitalized while repairs and maintenance are charged to expense
as incurred.

Risk Concentration

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations of credit risk consist of cash and cash equivalents.



                                       31
<PAGE>

     At  December  31,  2002,   approximately   $1,301  of  the  Company's  cash
equivalents  was invested in a money market  mutual fund.  The  remainder of the
Company's cash was in operational checking accounts.

Revenue Recognition

     Between  December 18, 2000 and February 25, 2003,  the Company was involved
in  pursuing  its  patent  rights  through  the Trust and in seeking a merger or
acquisition partner,  while its Corebyte subsidiary derived its revenue from the
sale of internet based application software.

     Effective  February 25, 2003, the Company provides auction trading services
through  the  internet  to  producers  of beef and  dairy  cattle.  The  Company
typically  receives a consignment fee from the producer at the time the producer
enters into a listing  agreement with the Company.  If the listing  results in a
sale,  this fee is refunded to the seller as a credit to the  commission.  If no
sale occurs, the Company retains the consignment fee. Commissions are based on a
percentage  of the selling  price of the  cattle,  subject to a minimum per head
charge.  Commission  revenue is  recognized  upon  delivery of the cattle to the
buyer.

     Commissions, paid by the Company to its regional representatives, typically
60% to 80% of the Company's  commission  revenue,  are recorded as selling costs
when the Company records the related revenue.

     The Company  generally  pays the seller  prior to its  collection  from the
buyer and thereby has credit  risk for amounts  greatly in excess of  commission
revenue.  Although  not  contractually  bound,  the Company also may, in certain
circumstances, absorb losses from buyer rejection.

     The previous management of the Subsidiaries before their acquisition by the
Company  had taken the  position  that the  billings  to the  sellers  should be
reported as the Subsidiaries'  revenue, the amounts paid to the sellers reported
as the cost of sales and the net retained by the Subsidiaries  reported as gross
profit.

     The Company continued previous management's policy in preparing its interim
financial  statements for the periods ended March 31, June 30 and  September 30,
2003.  After review of the  Subsidiaries'  current  method of operations and the
structuring  of its  transactions,  management  has concluded that reporting the
Company's net commission as revenue is more appropriate.

Income Taxes

     The  Company  accounts  for  income  taxes  under the  liability  method in
accordance with FASB Statement No. 109.



                                       32
<PAGE>

Net Income (Loss) per Common Share

     The following tables depict the computation of basic and diluted net income
(loss) per common  share.  As a result of the Common  Stock  which was issued on
December 18, 2000,  all share data has been  adjusted to reflect its issuance at
the rate of .225177 shares of Common Stock for each share of old common stock.


<TABLE>
<CAPTION>
                                            2003                             2002                      2001
                                            ----                             ----                      ----
                                                        Per                            Per                          Per
                                      Loss    Shares    Share        Loss    Shares   Share      Loss    Shares    Share
Loss before extraordinary
  credits and change in accounting
<S>                                 <C>                            <C>                         <C>
  principle                         $(1,830)                       $(2,526)                    $(3,793)
Preferred stock dividend
  Accumulated                          (556)                           --                         --
Cumulative effect of change in
  accounting principle                  --                           (988)                        --
Extraordinary credits:
Deconsolidation of company
  subsidiary                            --                           3,165                        --
Write off of Reorganization
   excess                               --                          (1,941)                       --
                                        --                          -------                       --

Basic and Diluted                  $(2,386)  18,241    $(0.13)     $(2,290)   9,985 $(0.23)    $(3,793)     9,985    $(0.38)
</TABLE>

     The per share  computations for the years ended December 31, 2003, 2002 and
2001 exclude the following  shares subject to stock options because their effect
would have been antidilutive:

                       2003          2002         2001
                       ----          ----         ----
    Stock options      1200          750           750
     Warrants           450           --            --

Goodwill and Other Intangible Assets

     Statement of Financial  Accounting  Standards  No. 142 - Goodwill and Other
Intangible  Assets ("SFAS 142") was applicable to the Company beginning in 2002.
SFAS 142 prescribes a new  methodology  for assessing the impairment of goodwill
which, for purposes of SFAS 142, includes the reorganization  value in excess of
amounts allocable to identifiable assets ("RVE"). Management believed that there
was no economic  impairment of RVE and consequently did not reduce RVE under the
accounting standards  applicable to 2001. SFAS 142, however,  requires the value
of goodwill be assessed  using  market  conditions.  This  principally  requires
reference to the  Company's  stock  price.  The Company has no  subsidiaries  or


                                       33
<PAGE>

divisions  that meet the  definition of a "reporting  unit" as set forth in SFAS
142. Therefore, the impairment test must be applied on a Company-wide basis. The
stockholders' equity at the beginning of 2002 exceeded the market capitalization
of the  Company  by $988,  necessitating  a  noncash  impairment  charge of that
amount.  This charge has been  reflected as a  cumulative  effect of a change in
accounting  principle in the  Consolidated  Statement of Operations for the year
ended December 31, 2002.

     Had SFAS 142 been in effect  for the year  ended  December  31,  2001,  the
Company's  net loss for that year  would  have been  $4,571,  $778 more than the
reported $3,793.

     At December 31, 2002, stockholders' equity, not including RVE, exceeded the
Company's market capitalization.  This necessitated an impairment charge for the
remaining  RVE of $1,941.  Had the pension  liability  of the  Company's  German
subsidiary  not  been  eliminated  by the  deconsolidation  resulting  from  the
subsidiary's  bankruptcy,  the impairment  charge would not have been necessary.
The RVE arose because of the existence of the pension liability, for which there
was, at the time, a significant  expectation  that the Company would  eventually
not be  liable.  Because  of the  linkage  of the  RVE and  the  German  pension
liability,  both at its inception and its impairment,  the impairment of the RVE
was  classified as an  extraordinary  charge to correspond to the  extraordinary
credit recorded for the deconsolidation of the German subsidiary.

     At December 31, 2003, the Company's market capitalization greatly exceeded,
not only  stockholders'  equity but also total assets.  Management  consequently
concluded  that  goodwill was not impaired as of December 31, 2003. As discussed
in Liquidity and Going  Concern"  above,  there is  substantial  doubt about the
ability of the Company to obtain sufficient  funding to continue its operations.
Even if it does continue its operations,  there is a significant chance that the
operations  will not become  profitable.  Consequently,  there is a  significant
chance that a goodwill impairment could occur in 2004 or afterward.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

2.       Sale of European Operations

     On April 19, 2000,  the Company  entered into an agreement with DNL for the
sale of the European Operations. The agreement contemplated, among other things,
that the Company would file for  reorganization  pursuant to Chapter 11 and that
the sale would be subject to the approval of the Court.

     The Company filed for  reorganization on May 3, 2000. On June 15, 2000, the
Court  approved the sale which was  consummated  on June 30, 2000.  The adjusted
purchase price was $45.125 million.

     As a result of the sale, the Company recorded a gain of approximately $52.5
million during the period ended December 18, 2000.  Included in this amount were
transaction  costs  and  professional  fees  relating  to both  the sale and the
bankruptcy proceeding described in Note 3 of approximately $1.4 million, as well
as $1.2 million  representing the settlement of Officers  Administrative  Claims
pursuant to the Plan.

                                       34
<PAGE>

3.       Reorganization Plan

         Reorganization Under Chapter 11

     On May 3, 2000, the Company filed a petition for relief under Chapter 11 as
a result  of  defaults  on  certain  semi-annual  interest  payments,  recurring
operating  losses and cash flow problems.  Under Chapter 11,  substantially  all
pre-petition  liabilities  of debtors are subject to settlement  under a plan of
reorganization.  The consummation of a plan of  reorganization is dependent upon
the  satisfaction of numerous  conditions,  including,  among other things,  the
acceptance by several classes of interests and confirmation by the United States
Bankruptcy Court.

     On December 5, 2000, the Court approved the Company's Plan and, on December
18,  2000,  the Trust was  formed,  the  rights to the  Patent  Litigation  were
transferred  to it and all of the then  existing  debt and equity in the Company
was cancelled.

     The sum of $34.8  million,  a portion of the proceeds  from the sale of the
European  Operations,  was  distributed  to Debenture  holders and the Company's
other unsecured creditors.

     Ten  million  shares of common  stock,  par value  $.01 per  share,  in the
reorganized  corporation (the "Common Stock"), as well as ten million beneficial
interests in the Trust (the "Beneficial Interests"), were issued, as follows:

     (i) Debenture holders and the Company's other unsecured  creditors received
25% of the shares of Common Stock and 40% of the Beneficial Interests;

     (ii) Holders of the  Predecessor's  Company's  preferred  stock,  par value
$1.00 per share,  received  23.5% of the shares of the Common  Stock and 3.5% of
the Beneficial Interests;

     (iii) Holders of the  Predecessor's  Company's common stock, par value $.25
per share, received 41.5% of the shares of Common Stock;

     (iv)  Members of the  Company's  management  received  10% of the shares of
Common Stock; and

     (v) The Company received the remaining 56.5% of the Beneficial Interests.

                                       35
<PAGE>

     For the year ended  December 31,  2001,  the Trust was  accounted  for as a
consolidated  subsidiary of the Company.  As such,  the amount of the Trust Loan
was eliminated in  consolidation  for the year ended December 31, 2001 and Trust
expenses  of $262 were  included in the  Company's  Consolidated  Statements  of
Operations.  None of the Trust  expenses  were  allocated to the 43.5%  minority
interest  because the minority  interest had no  obligation  to fund  cumulative
losses of the Trust.  Future income of the Trust,  if any, will be paid entirely
to the  Company  until  the  Trust  Loan and  accrued  interest  has been  fully
recovered.

     In  August  2002,  the  Company   transferred   approximately  12%  of  the
outstanding  Beneficial  Interests to certain of its  officers and  directors in
lieu of cash  compensation  for their services for the period from June 30, 2002
through December 18, 2002.

     On  December  18,  2002,  the  Company  declared a dividend  payable to its
stockholders  of record on December  20,  2002.  The dividend was payable in the
remainder  of the  Company's  Beneficial  Interests  on the basis of .44569 of a
Beneficial  Interest  for each  share  of  Common  Stock  (with  all  fractional
interests  eliminated).  As a  result  of the  accumulation  of  the  fractional
Beneficial  Interests,  the Company  retained  ownership  1,469 of the 9,977,690
Beneficial Interests outstanding as of March 13, 2003.

     As  of  December  31,  2003,  the  $909  Trust  Loan  was  classified  as a
receivable.  The  probability  of collection  was dependent  upon the success or
favorable  settlements  of the Patent  Litigation.  On February  11,  2003,  the
defendants  motion for  summary  judgment  was  granted.  In view of the summary
judgment,  an allowance for the full amount of the Trust Loan was recorded;  the
Trust Loan and accrued  interest  are fully  reserved and carried on the balance
sheet at $0.  granted The Trust  appealed  this  decision and lost the appeal on
March 31,  2004.  As a result of the loss of the  appeal,  the  amounts  will be
written-off in 2004.

     As a  consequence  of these  ownership  changes,  the Company  continued to
account  for the  Trust as a  consolidated  subsidiary  until  the  transfer  of
Beneficial  Interests  to the officers  and  directors  in August 2002.  At that
point,  the Company began accounting for the Trust as an equity method investee.
Following  the  December  18, 2002  dividend of the  Beneficial  Interests,  the
Company  accounted for its advances to the Trust as loans to another entity.  As
amounts  were loaned or required to be loaned for costs  incurred,  an immediate
bad debt loss was recorded for Trust expenses. The practical result was that for
all times during 2003 and 2004 the Company  recorded  Trust expenses as its own.
The total  amount of $532 is shown as one line item  labeled  Patent  Litigation
Trust expenses.

     Fresh Start Reporting

     Under the  provision  of  Statement  of  Position  (SOP)  90-7,  "Financial
Reporting by Entities in  Reorganization  under the Bankruptcy  Code," issued in
November 1990 by the American  Institute of Certified  Public  Accountants,  the
Company  prepared its  consolidated  pro forma  balance sheet as of December 18,
2000 on the basis of "fresh start" reporting since the reorganization  value, as
defined,  was  less  than  the  total  of  all  post-petition   liabilities  and
pre-petition   claims,   and  holders  of  voting  shares   immediately   before
confirmation  of the Plan  received  less than fifty percent (50%) of the voting


                                       36
<PAGE>

shares of the  emerging  entity.  Under  this  reporting  basis,  all assets and
liabilities were restated to reflect the reorganization value of the reorganized
entity,  which  approximates  its fair value at the date of  reorganization.  In
addition,  the accumulated deficit of the Company was eliminated and its capital
structure was recast in conformity with the Plan. As such, the  consolidated pro
forma  balance  sheet as of December  18, 2000  represented  that of a successor
company,  which,  in effect,  is a new entity  with  assets,  liabilities  and a
capital  structure  having carrying values not comparable with prior periods and
with no beginning retained earnings or deficit.

     The Company  estimated the fair value of the reorganized  entity based upon
the issuance of ten million  shares of Common Stock at a value of $.01 per share
pursuant to the approved Plan. While the estimated  reorganization  value of the
Company was primarily  allocated to specific asset categories  pursuant to Fresh
Start Reporting,  the effects were subject to further  refinement or adjustment.
Current  assets were  recorded at their book value,  which the Company  believes
approximated fair value. Equipment and other fixed assets were recorded at their
fair value as estimated by  management  after  considering  replacement  cost or
potential  sales  value.  Intellectual  property  was  revalued as  estimated by
management after considering its remaining life.

     For Fresh Start  reporting  purposes,  the Corebyte  software was valued at
zero.  After the  revaluation  of the  reorganized  Company  was  completed,  an
intangible asset of $3.8 million reflecting the  reorganization  value in excess
of  identifiable  assets  was  established,  which  was  being  amortized  on  a
straight-line basis over 15 years. Subsequently,  during the first quarter ended
March 31, 2001, a favorable  settlement of certain  contested  bankruptcy claims
existing  at the Fresh  Start date  resulted in a gain of $140 which was applied
directly  to  the  intangible   asset.   In  addition,   the  Company   obtained
clarification of certain issues relating to its German subsidiary's  obligations
for the payment of disability benefits and related insurance coverage for former
employees.  As a result,  management  reversed  a reserve  of $350 that had been
established  at the  December 18, 2000 fresh start date.  The  reduction of this
estimated  liability was applied  directly to the intangible asset in the fourth
quarter  of 2001.  Also  during the fourth  quarter of 2001,  $135  representing
unclaimed bankruptcy checks and Common Sock was likewise applied directly to the
intangible  asset.  At December 31, 2001, the  intangible  asset was $3,150 less
accumulated  amortization  of $218  resulting  in a net  balance of $2,932.  The
estimated $7,500  reorganization  value of the Company exceeded the identifiable
net  assets  primarily   because  of  the  pension  and  other   post-employment
obligations of the German  subsidiary,  which are not  obligations of the parent
Company,  except in substance,  to the extent of a percentage of certain  future
revenues, if any, earned in certain European countries.

4. Investment in Limited Partnership

     On May 1, 2001, the Company  invested $1,500 in a limited  partnership (the
"Partnership")  whose general partner was an affiliate of certain members of the
Company's  management.  All management and incentive  fees  associated  with the
Company's investment in the Partnership were expressly waived. The Partnership's
primary purpose was to invest in a company in the natural resource industry. The
Partnership's  holdings in that company  were  liquidated  in May 2002.  At that
time, the Company owned  approximately  55% of the  Partnership and its share of
the Partnership's  capital was approximately $551, of which $545 was returned in
June 2002.  The Company's  investment in the  Partnership  was liquidated in the


                                       37
<PAGE>

third  quarter  of 2003 and a $4  distribution  was  received.  The  Partnership
accounted  for its  investments  at fair  value and  changes  in fair value were
reflected  in the its net  income  for  the  period.  The  Company  carried  its
investment in the Partnership on the equity method. Under the equity method, the
Company's allocable share of the Partnership's  earnings and losses was included
in the  determination  of the  Company's net income.  The Company's  approximate
share of the Partnership's  loss for the years ended December 31, 2003, 2002 and
2001 was $2,  $42 and  $907,  respectively,  and is  included  in  non-operating
income/(expense) on the statement of operations.

5. Restructuring Costs

     During the periods listed below, the Company incurred  restructuring costs,
as  shown,  in  connection  with  its  Reorganization.  Through  the end of 2002
restructuring charges relating to payroll costs were not recorded until specific
employees  are  determined  (and  notified  of  termination)  by  management  in
accordance with the Company's overall  restructuring  plan. Other  restructuring
costs were not recorded  until  management has committed to an exit plan and all
significant  actions to be taken have been identified and significant changes to
the plan are not likely.

     Subsequent to December 31, 2002,  the Company began to apply the provisions
of Statement of Financial  Accounting  Standards No. 146 - Accounting  for Costs
Associated with Exit of Disposal  Activities ("SFAS 146"), to the recognition of
restructuring charges. Under SFAS 146, restructuring charges relating to payroll
costs are not recorded until  management  commits to a plan of termination,  the
plan identifies the number, job  classifications or functions,  and locations of
employees to be  terminated,  the terms of the  termination  benefits  have been
determined and it is unlikely that there will  significant  changes to the plan.
Even then, the fair value of the liability is only recorded if the employees are
not required to render  service for their benefits  beyond a "minimum  retention
period",  otherwise  the liability is recorded  ratably over the future  service
period.  Under SFAS 146,  costs to  terminate a contract,  such as a lease,  are
recorded at the termination date or, for costs that will continue to be incurred
without  economic  benefit to the  Company,  when the Company  ceases  using the
rights conveyed by the contract.  A liability for other  restructuring  costs is
recorded when  incurred,  generally  when goods and services are received by the
Company.  The  adoption  of  SFAS  146 in 2003  had no  material  impact  on the
Company's financial statements.



                            2003        2002       2001
                         ---------   ---------   --------
Restructuring costs         $9          $15       $233

     For the year ended  December 31, 2003,  the Company's  restructuring  costs
were incurred in connection with the settlement of a facility lease.

     For the year ended  December 31, 2002,  the Company's  restructuring  costs
related to insolvency and liquidation  procedures for its German subsidiary.  At
December 31, 2002, accrued but unpaid restructuring costs were $13.

                                       38
<PAGE>

     For the year ended December 31, 2001, the Company's  restructuring costs of
$233 arose in connection with severance obligations ($183) and closing the Paris
office.  At December 31, 2001,  accrued but unpaid office closing  restructuring
costs were $50, which were paid during the first and second quarters of 2002.

Restructuring accrual as of December 31, 2000                    $51
Additions                                                        233
Payments                                                        (234)

Restructuring accrual as of December 31, 2001                    $50
Additions                                                         15
Payments                                                         (52)

Restructuring accrual as of December 31, 2002                    $13
Additions                                                         20
Payments                                                         (22)
Change in estimate                                               (11)
                                                                 ----
Restructuring accrual as of December 31, 2003                     $0



6.       Non-operating Income (Expense)

                                         2003         2002        2001
Interest earned                           $3          $25         $248
Imputed interest                          25           49           54
Interest expense                         (24)          --           --
Foreign currency gains (losses)           --         (275)         136
Equity in loss of limited partnership     (2)         (42)        (907)
Unclaimed bankruptcy checks              160           --           --
Other                                     25           --           (3)
                                          --           --           ---
                                        $187        $(243)       $(472)
                                        ====        ======        ======

7. Income Taxes
    The provision for taxes consisted of the following:


                                            2003         2002          2001


Income  (loss)  before income taxes and   $(1,830)     $(2,526)      $(3,793)
extraordinary credit
Current                                    $--            $--            $--
Deferred                                    --             --             --
                                            --             --             --
Total provision                            $--            $--            $--
                                           ===            ===            ===


                                       39
<PAGE>



                                           2003           2002          2001


Income taxes  at statutory rate           $(640)         $(884)       $(1,327)
Increase in taxes resulting from:
Benefit   of  U.S.   tax  loss  not         638            883          1,320
recognized
Other, net                                    2              1              7
                                              -              -              -
Provision for income taxes                  $--            $--            $--
                                            ===            ===            ===

     The primary components of deferred income tax assets and liabilities are as
follows:
                                              2003              2002
                                              ----              ----
   Deferred income tax assets:
   Loss and credit carryforwards            $51,185           $50,672
   Other                                        345               304
                                                ---               ---
                                             51,530            50,976
   Less Valuation allowance                  51,530            50,976
                                             ------            ------
                                               --                 --
   Deferred income tax liabilities:
   Accrued retirement costs                   (400)             (400)
                                              -----             -----
   Net deferred income tax asset(liability)  $(400)            $(400)
                                             ======            ======
    The valuation  allowance increased by $554 in 2003 and decreased by $11,443
in 2002.

     Despite the current estimate,  it is possible that some of the deferred tax
assets  will be  realized  in the future.  Should  this  happen,  the  valuation
allowance will be reduced.

     At December 31, 2003,  the net  deferred  income tax  liability of $400 was
presented in the balance sheet, based on tax jurisdiction,  as other liabilities
of $400.  Realization  of the  Company's  deferred  tax assets is  dependent  on
generating  sufficient taxable income in certain taxing  jurisdictions  prior to
the expiration of loss and credit carryforwards.  The Company intends to utilize
qualified tax planning strategies,  if necessary, to utilize deferred tax assets
where  valuation  allowances have not been provided.  Management  believes that,
more likely  than not,  deferred  tax assets  will not be fully  realized in the
future and have  therefore  provided a valuation  allowance to reserve for those
deferred tax assets not considered realizable.

     At December 31, 2003, the Company had tax operating loss  carryforwards for
U.S.  federal tax  purposes  approximating  $117,000.  Of this  amount,  $14,000
expires in 2004,  $15,000 expires in 2005 and $88,000 expires in various amounts
through year 2024. U.S. federal long-term capital loss  carryforwards of $29,000
expire in various  amounts  beginning in 2004.  Utilization  of the ordinary and
capital tax loss  carryforwards  is subject to limitation in the event of a more
than 50% change in ownership of the Company.  While management  believes that no
such change has  occurred,  management  does  contemplate  that  future  capital
infusions  probably  will  trigger  the 50% change of  ownership  and thus limit
future utilization of the tax loss carryforward.

                                       40
<PAGE>

     The  Company  had unused  alternative  minimum  tax  credits for income tax
purposes at December 31, 2002 of approximately  $170 which may be used to offset
the Company's future tax liabilities. Utilization of these credits is subject to
limitation in the event of a more than 50% change in ownership of the Company.

8. Accounts Receivable

     The Company has a receivable from Vugate, Inc. ("Vugate"), the buyer of its
videoconferencing  business. This receivable consists of a note with a remaining
face amount of $190 that is payable out of certain Vugate cash flows.  This note
is carried on the balance sheet at $158, $54 of which is classified as a current
asset,  which  represents  the  present  value of the  estimated  payments  at a
discount rate of 12.5% per annum.  The Company imputed  interest income at 12.5%
per annum on the adjusted balance on a prospective  basis beginning in the first
quarter of 2002.  While the Company  currently  believes that the  receivable is
fully collectible,  it is reasonably possible that the note will be collected at
a slower or faster rate than  estimated  or that a portion of the note will turn
out to be uncollectible.  An additional $10 is receivable from other parties.

     As of December 31, 2003, the Company had a $909  receivable  from the Trust
plus $167 of  accrued  interest.  The  collection  of the  receivable  is solely
dependent upon the success or favorable settlement of the Patent Litigation.  In
view of the summary judgment granted to the defendants in the Patent  Litigation
on February 11, 2003,  an allowance  for the full amount of the  receivable  was
recorded as of December  31,  2002.  As a result of the loss of the appeal,  the
amounts  will be written off in 2004.  The Company has not  recorded the accrued
interest as income.

     On September 23, 2002,  DNL, with whom the Company has a royalty  licensing
arrangement,  convened a meeting of its  creditors to pass a resolution  for its
voluntary  winding-up.  At that time, the Company had a royalty  receivable from
DNL of  approximately  $16,  which was net of an  allowance of $71 for a billing
dispute.  Upon notification of the pending liquidation of DNL, the Company wrote
off the receivable.

     In addition,  included in the Company's long term assets was  approximately
$333  representing  the present value of the expected  royalty payments from DNL
through the termination of the licensing  arrangement.  During the quarter ended
September 30, 2002, an impairment adjustment for the full $333 was recorded as a
result of the pending liquidation.

     Because of the lack of specific  payment terms and comparable  instruments,
it is not  practicable  to estimate the fair value of the note  receivable  from
Vugate except that the  comparatively  low market  interest rates as of December
31,  2003 and 2002 make it  likely  that the fair  value  exceeds  the  carrying
amount.

                                       41
<PAGE>

     It is  also  not  practicable  to  estimate  the  fair  value  of the  loan
receivable from the Trust.  Because there is a remote possibility of recovery of
some or all of the principal as of each balance sheet date,  the fair value does
exceed the zero carrying value.

9.       Fixed Assets
<TABLE>
<CAPTION>

                                                                      Accumulated
                                                   Cost              Depreciation             Net
December 31, 2003
<S>                                               <C>                   <C>                   <C>
Property, plant and equipment:                    $148                  $ 40                  $108
Leasehold improvements                              --                    --                    --
Machinery, equipment, furniture and fixtures        28                    28                    --
                                                    --                    --                    --
                                                  $176                   $68                  $108
                                                  ====                   ===                  ====
</TABLE>

<TABLE>
<CAPTION>

                                                                      Accumulated
                                                   Cost              Depreciation             Net
December 31, 2002
Property, plant and equipment:
<S>                                               <C>                   <C>                   <C>
Leasehold improvements                            $ 4                   $ 4                   $--
Machinery, equipment, furniture and fixtures       24                    10                    14
                                                   --                    --                    --
                                                  $28                   $14                   $14
                                                  ===                   ===                   ===

</TABLE>

10. Lease Commitments

     The Company leased certain  facilities and equipment  under various leases.
Substantially  all of the leases were  classified  as operating  leases.  Rental
expense for operating leases is was follows:

                  2003                           $233
                  2002                           $279
                  2001                           $256

     Most of the leases  contained  renewal  options  for  various  periods  and
required  the  Company  to  maintain  the  property.  Certain  leases  contained
provisions  for  periodic  rate  adjustments  to reflect  Consumer  Price  Index
changes.   At  December  31,  2003,   future  minimum  lease  payments  for  all
noncancelable leases, assuming the completion of the settlement described in the
next paragraph, totaled $0.

     On  April 9,  2004,  the  Company,  along  with  co-tenants  Canal  Capital
Corporation and Plaza Securities Company LP, entered into a settlement agreement
with the  landlord  of its New  York  office  lease.  The  settlement  agreement
provides for,  among other things,  termination of the lease in its entirety and
full  release  of all  of the  parties.  The  release  is  contingent  upon  the
forfeiture of the Company's and co-tenants' security deposits and the payment of
two months  rent,  full  payment of which must be received by the  landlord  not


                                       42
<PAGE>

later than April 30, 2004.  While the Company  intends to make such payment,  if
the  payment is not  received,  the  landlord  maintains  full rights to sue the
company for damages with respect to the Lease.  The terms of the original  lease
provided for lease  termination in October,  2009 and the Company's annual lease
obligation was approximately $400,000. If the settlement is not  effected by the
final  payment,  the Company may have to record the present value of part or all
of the obligation as a liability.

11. Payables to Bank

     At December 31, 2003, no lines of credit or other credit facilities were in
place with any banks or financial institutions.

12. Accrued Expenses
                                                          2003         2002
                                                          ----         ----


Salaries, commissions, bonuses and other benefits        $81            $50
Accrued professional fees                                133            136
Other                                                     18             21
                                                          --             --
                                                        $232           $207
                                                        ====           ====

13. Stock Option Plans

     All of the Company's then outstanding  stock options and stock option plans
were cancelled as of December 18, 2000 upon the adoption of the Plan.

     As part of the Plan, the new non-employee members of the Company's Board of
Directors  were each granted  options to purchase  50,000 shares of Common Stock
and  Messrs.  Edelman,  Agranoff  and Krumb were  granted  options  to  purchase
300,000, 175,000 and 75,000 shares of Common Stock,  respectively.  The options,
which were not issued pursuant to a stock option plan, vested immediately,  have
an exercise price of $.75 and a ten year term.

     Options to purchase  734,505 shares of common stock  outstanding  under the
Company's 1997 Employee Stock Option Plan were cancelled under the Plan, as were
options under the Company's 1996 Director Stock Option Plan.
<TABLE>
<CAPTION>

                                                  Employee Stock Option Plans                Director Stock Option Plans
                                         -------------------------------------------- ----------------------------------------
                                         Price Range            Number of Shares        Price Range       Number of Shares
                                                          ---------------------------                -------------------------
                                         of Shares        Under           Available      of Shares    Under Option Available for
                                         Under Option     Option          for Option     Under Plan                    Option
                                         ---------------- ------------ -------------- -------------- ------------- ------------

<S>                     <C> <C>             <C>              <C>          <C>              <C>           <C>
Outstanding at December 31, 2000            $.75             550,000      950,000          $.75          200,000        --
                                                                                                                        ==
Granted                                       --                  --           --            --               --        --
Canceled                                      --                  --           --            --               --        --
                                              --                  --           --            --               --        --
Outstanding at December 31, 2001            $.75             550,000      950,000          $.75          200,000        --
                                                                                                                        ==
Granted                                       --                  --           --            --               --        --
Canceled                                      --                  --           --            --               --        --
                                              --                  --           --            --               --        --
Outstanding at December 31, 2002*           $.75             550,000      950,000          $.75          200,000        --
                                                                                                                        ==
Granted                                      .20             450,000    (450,000)            --               --        --
Canceled                                      --                  --           --            --               --        --
                                              --                  --           --            --               --        --
Outstanding at December 31, 2003*        .20 -.75          1,000,000      500,000          $.75          200,000        --
                                           ======          =========      =======          ====          =======        ==

*Balance reflects the officers contractual obligations as described above.
</TABLE>



                                       43
<PAGE>

     The  FASB  issued   Statement   No.  123,   "Accounting   for   Stock-Based
Compensation",  ("SFAS No. 123") which requires either recognition or disclosure
of a charge for the value of stock  options  granted.  The Company  adopted this
statement  in 1997 and has  elected  to  continue  to apply  the  provisions  of
Accounting  Principles  Board  Opinion No. 25 and make the footnote  disclosures
required by SFAS No. 123.  Accordingly,  no compensation cost was recognized for
the stock option plans.

(In thousands, except per share amounts)

                                                    2003        2002        2001
                                                    ----        ----        ----
Net income (loss)                - As reported   $(1,830)     $(2,290)  $(3,793)
                                 -(1)                (21)         (--)     (131)
                                 - Pro forma      (1,851)      (2,290)   (3,924)
Basic earnings (loss) per share  - As reported     $(.13)       $(.23)    $(.38)
                                 - Pro forma        (.13)        (.23)     (.39)

     (1) Stock based compensation if the fair value method had been used.

     The fair  value of each  option  grant was  estimated  on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions.  No options were granted  during the years ended  December 31, 2002
and 2001 or the period January 1, 2000 through December 18, 2000.

            2003
Risk-free interest rate
     Employee options                        1.98%
Expected dividend yield
     Employee options                          0
Expected volatility
     Employee options                        3.789
Expected lives
     Employee options                          4
Weighted average remaining contractual life
     Employee options                         10


     The following is summarized  information about stock options outstanding as
of December 31, 2003:

Range of Exercise Prices                                  $0.20 - 0.75

Number of shares outstanding                              1,200,000

Weighted average exercise price of shares outstanding     $0.54

Weighted average remaining contractual life               7.9

Number of shares exercisable                              900,000

Weighted average exercise price of shares exercisable     $0.66



                                       44
<PAGE>

14. Retirement Income Plans

    Retirement expenses incurred by the Company were as follows:


                                  2003          2002            2001
                             --------------------------------------------
U.S.:
  Matching contributions          $2              $2             $4
Outside the U.S.:
  Defined benefit plans           --             142            158
  Other plans                     0              142            158
                                 --             ----           ----
                                 $2             $144           $162
                                 ==             =====          ====

     U.S. Plans

     The Company had a 401(k)  retirement  and savings plan (the "401(k)  plan")
which covered all full-time  employees who had been employed for at least twelve
months.  The Company's  retirement and savings plan  contribution had been a 25%
matching  contribution  for employee  contributions  up to 5% of each employee's
compensation. At the Board's discretion, the Company may have also contributed a
profit sharing amount to the plan that is contingent upon the performance  level
of the Company. The 401(k) plan was terminated on January 31, 2004.

    Plans Outside the U.S.

     Prior to the sale of its European Operations, most of the Company's foreign
subsidiaries provided retirement income plans which conformed to the practice of
the country in which they did business,  some of which were government sponsored
plans.  The types of  company-sponsored  plans in use were  defined  benefit and
defined contribution.

     As part of the sale to DNL, the  Company's  German  subsidiary  assumed the
liability  for  the  pension,  including  disability  benefits  for  all  German
employees who did not transfer to DNL.  Presently,  the German subsidiary has no
revenue or cash  inflow  stream and is not  expected  to derive any  significant
amounts of revenue or cash inflows in the foreseeable future.  While the pension
liability was reflected in the Company's consolidated financial statements, this
obligation remained with the German subsidiary.

     Subsequent  to the sale to DNL, the monthly  pension  payments  were funded
from amounts  received  pursuant to a royalty  licensing  arrangement  with DNL.
Given  the  pending  liquidation  of DNL,  as  more  fully  described  in Note 8
"Accounts Receivable," the Company was unable to make the September 2002 pension


                                       45
<PAGE>

payment and is unlikely to be able to continue to make future pension  payments.
Subsequent to September 30, 2002, the Company  engaged German counsel for advice
in this matter,  including initiating  insolvency and/or liquidation  procedures
for the German subsidiary.

     On October 31, 2002,  the German  subsidiary  filed for  bankruptcy  in the
German  courts.  While the  ultimate  outcome of such  action is unknown at this
time, the Company does not believe that such action will have a material  impact
upon the  Company's  cash  resources.  As of that date,  the  Company  ceased to
consolidate  the German  subsidiary  into the Company's  consolidated  financial
statements.  Accordingly,  the pension  liability of $3,179 was removed from the
financial  statements as of that date and was included in the  determination  of
the related extraordinary gain.

         Expenses of the defined benefit plans were as follows:


                                               2002        2001
Service Cost                                   $--         $--
Interest Cost                                  142         158
Expected return on plan assets                  --          --
Amortization of transition obligation           --          --
Amortization of net actuarial  loss             --          --
                                                --          --
Total                                          $142       $158
                                               ----       ----

    Obligation  and asset data for the defined  benefit  plans at December  31,
2003 and 2002 were as follows:

Change in benefit obligations                     2002            2001
-----------------------------                     -----           ----
Benefit obligation at beginning of period        $2,763         $2,837
     Service cost                                  --               --
     Interest cost                                 142             158
     Benefits paid by employer                     (48)            (65)
     Foreign exchange (gain) loss                  311            (161)
     Actuarial (gain) loss                          48              (6)
     Deconsolidation of subsidiary              (3,216)              --
                                                -------              --
Benefit obligation at end of period               $--            $2,763

Funded Status                                     $--          $(2,763)
    Unrecognized net actuarial (gain) loss         --              (11)
    Unrecognized prior service cost                --                --
    Unrecognized transition obligation             --                --
Net amount recognized                             $--          $(2,774)
                                                  ---          --------
Amounts recognized in the balance sheet consist of:
     Accrued retirement, non-current              $--          $(2,774)
     Prepaid benefit cost                          --                --
     Deferred tax asset                            --                --
     Accumulated other comprehensive loss          --                --
                                                   --             -----
Total                                             $--          $(2,774)
                                                  ===          ========



                                       46
<PAGE>

     The defined benefit obligation for the German pension plan was determined
at the October 31, 2002 deconsolidation date using an assumed discount rate of
5.0%, as of December 31, 2001 using 6%, and an assumed  average cost of living
benefit increase of 2% in 2001. An assumed  weighted average expected rate of
return on plan assets was not applicable in 2002 and 2001.

15. Certain Relationships and Related Transactions

     Gerald N. Agranoff, the Company's Vice President and Secretary as well as
its general counsel and a director, is of counsel at the law firm Pryor Cashman
Sherman & Flynn LLP.  During the years ended  December 31, 2003,  2002 and 2001,
the  Company  paid legal fees of $0,  $106 (of which $55 was accrued at December
31,  2002),  and  $233  (of  which  $70  was  accrued  at  December  31,  2000),
respectively,  to Pryor Cashman Sherman & Flynn LLP, for legal services provided
by attorneys other than Mr. Agranoff.

     During the years ended  December 31, 2003,  2002 and 2001, the Company paid
secretarial  expenses of $66 (of which $13 was accrued as of December 31, 2003),
$64 and $50, respectively, to Canal Capital Corporation ("Canal Capital"). Asher
B. Edelman, former Vice Chairman of the Company's Board of Directors,  serves as
chairman of the board of directors of Canal  Capital and Mr.  Agranoff is also a
member of the board.

     The  Company,  along with  co-tenants  Canal  Capital and Plaza  Securities
Company  LP, of which Mr.  Edelman,  a former  director of the  company,  is the
controlling general partner and Mr. Agranoff is a general partner,  entered into
an amendment of its New York office lease in February,  1999.  While the Company
is  currently  paying 50% of the monthly  lease  payment,  each  co-tenant of is
jointly  liable for the full lease  obligation.  On April 9, 2004,  the Company,
along with co-tenants Canal Capital Corporation and Plaza Securities Company LP,
entered  into a  settlement  agreement  with the landlord of its New York office
lease. The settlement agreement provides for, among other things, termination of
the lease in its entirety and full release of all of the parties. The release is
contingent  upon  the  forfeiture  of the  Company's  and  co-tenants'  security
deposits  and the  payment of two  months  rent,  full  payment of which must be
received  by the  landlord  not later than  April 30,  2004.  While the  Company
intends to make such  payment,  if the  payment is not  received,  the  landlord
maintains  full rights to sue the Company for damages with respect to the Lease.
The terms of the original lease provided for lease termination in October,  2009
and the Company's annual lease obligation was approximately $400.

     Joshua J. Angel,  a former member of the Company's  Board of Directors,  is
the senior managing shareholder of Angel & Frankel,  P.C. During the years ended
December 31, 2003, 2002 and 2001, the Company paid legal fees of $0, $0 and $93,
respectively, to Angel & Frankel, P. C. for legal services.

     On February 25, 2003,  the Company began leasing  approximately  600 square
feet from MPI Investment Management,  Inc. ("MPI").  Messrs. David W. Pequet and
Mark A. Margason, both Company directors, are also principals of MPI. During the
year ended December 31, 2003, the Company paid MPI $12.



                                       47
<PAGE>

16. Commitments and Contingencies

     From  time to time,  the  Company  is a  defendant  in  lawsuits  generally
incidental to its business. The Company is not currently aware of any such suit,
which if decided adversely to the Company,  would result in a material liability
in relation to the financial position and results of operations.

     As a result of the March 31, 2004 ruling rejecting the appeal of the Patent
Litigation  described in the Patent  litigation  section of Item 1, the District
Court must rule on the  defendants'  motions  for taxable  costs and  attorneys'
fees.  The  Company  and the  Trust  believe  that they  acted in good  faith in
bringing  and  prosecuting  the Action and that they have valid  defenses to and
arguments  against  defendants'  motions.  Although  the  Company  and the Trust
believe the motions for  attorneys'  fees to be without  merit,  there can be no
assurance  that the  District  Court will rule in favor of the  Company  and the
Trust. The Company and the Trust cannot predict (i) when the District Court will
rule on  defendants'  motions for attorneys'  fees,  (ii) how the District Court
will rule on the motion,  and (iii) the amount of any attorneys' fees if awarded
by the District  Court.  However,  a ruling against the Company and/or Trust may
have a material adverse effect on the Company and/or Trust.

     In  addition,  pursuant to the Plan,  the company is  obligated to loan the
Trust up to $1 million.  At December  31,  2003,  $909 had been  advanced.  As a
result of the rejected appeal,  Trust financial  obligations up to the remaining
commitment  of $91 may be claimed  against the  Company.

     On  April 9,  2004,  the  Company,  along  with  co-tenants  Canal  Capital
Corporation and Plaza Securities Company LP, entered into a settlement agreement
with the  landlord  of its New  York  office  lease.  The  settlement  agreement
provides for,  among other things,  termination of the lease in its entirety and
full  release  of all  of the  parties.  The  release  is  contingent  upon  the
forfeiture of the Company's and co-tenants' security deposits and the payment of
two months  rent,  full  payment of which must be received by the  landlord  not
later than April 30, 2004.  While the Company  intends to make such payment,  if
the  payment is not  received,  the  landlord  maintains  full rights to sue the
Company for damages with respect to the Lease.  The terms of the original  lease
provided for lease  termination in October,  2009 and the Company's annual lease
obligation was approximately $400,000.

17. Acquisitions

     On July 27,  1999,  the  Company,  through its  subsidiary  Corebyte  Inc.,
acquired  communication and networking  software products providing internet and
e-commerce applications. During the third quarter of 2001, the Company concluded
that the Corebyte  operation was no longer viable or profitable and discontinued
its operations.



                                       48
<PAGE>

     On February 25,  2003,  the Company  acquired all of the limited  liability
interests  (collectively,  the "Interests") in both CS Livestock Commissions Co.
LLC and CS Auction Production Co. LLC (collectively,  the  "Subsidiaries")  from
AEI  Environmental,   Inc.  ("AEI").  The  results  of  the  operations  of  the
Subsidiaries are included in the Company's  consolidated statement of operations
from February 25, 2003 forward.

     The  Subsidiaries  are  headquartered  in Hinsdale,  Illinois and conduct a
cattle auction  accessible  via the internet at the website  www.cattlesale.com.
Management  believes  that  the  Subsidiaries'   products  and  services  reduce
transaction costs and improve information flow and market efficiencies in cattle
production. Purchase Price

     The purchase price paid for the Interests consisted of:

     1,323,000  shares of Series B Convertible  Redeemable  Preferred Stock (the
"Series B Preferred Stock") having the principal terms described below under the
heading  "Preferred  Stock;" and

     9,593,168 shares of Common Stock, which equaled forty-nine percent (49%) of
the outstanding  shares of Common Stock, on a fully-diluted  basis,  immediately
prior to the closing.

     The  amount  of   consideration   for  the  Interests  was   determined  by
negotiation, based on a mutual assessment by the Company and AEI of the value of
the  Subsidiaries'  business and the real value of the  Company's  Common Stock.
Further,  the  Acquisition  was structured to avoid causing a negative impact on
the Company's net operating loss carry-forward.

     The Company  determined  that the monetary  value  assigned to the purchase
price for financial  reporting  purposes was $814.  This consisted of a value of
$662  ascribed to the shares  issued as  described  above,  $50 cash paid to the
sellers  and $102 of  transaction  costs.  The value  ascribed to the shares was
based on 49/51 of the Company's  quoted market  capitalization  at the December,
2002 announcement of the acquisition intent, with an adjustment, based on quoted
market prices,  for the Patent  Litigation  Trust  interests  distributed to the
pre-acquisition shareholders.

     In the  acquisition,  the Company also incurred a contingent  obligation to
pay the  sellers  $50 in the case of a  significant  future  issuance of debt or
equity by the Company for cash.

     Following  is a  balance  sheet  of  the  Subsidiaries  acquired  as of the
acquisition date of February 25, 2003.

              Current assets                    $110
              Fixed assets                       130
              Goodwill                           708
                                                 ---
                                                 948

             Current liabilities                 134
             Equity                              814
                                                 ---
                                                 948



                                       49
<PAGE>

     The  tangible   assets  and  liabilities  of  the   Subsidiaries   are  not
significant.  The purchase price is allocated  principally to the  Subsidiaries'
proprietary software and to goodwill. Management believes that the Subsidiaries'
value substantially exceeds the value of their individual assets and liabilities
because of the results of the Subsidiaries' efforts up to this point in refining
its business model,  establishing  its workforce and network of field agents and
creating  awareness  among  potential  customers.  The  goodwill and most of the
software value is not expected to be amortizable for income tax purposes.

     Dividend to Shareholders

     Upon acquiring the Interests,  the Company  declared a dividend  payable to
the  holders of record of its Common  Stock on February  24,  2003 (the  "Record
Holders"). The dividend was payable in .02503 of a share of Series A Convertible
Redeemable  Preferred  Stock (the  "Series A  Preferred  Stock") and .11287 of a
share of Series B Preferred  Stock per share of Common  Stock.  An  aggregate of
250,000  shares of Series A  Preferred  Stock and  1,127,000  shares of Series B
Preferred Stock were so issued (collectively, the "Dividend Shares"). The Series
A Preferred  Stock has the  principal  terms  described  below under the heading
"Preferred Stock." The Dividend Shares were issued in escrow, as described below
under the heading "Escrow of Dividend Shares."

     Escrow of Dividend Shares

     The Dividend  Shares are being held in escrow by Asher B.  Edelman,  in the
capacity of escrow agent for the benefit of the Record Holders,  until such time
as the Dividend Shares have been registered for sale under the Securities Act of
1933, as amended. The Company intends to file a registration  statement with the
Securities  and Exchange  Commission  respecting  the Dividend  Shares,  and the
shares  issued  to AEI at the  closing,  as soon as  practicable;  however,  the
Company cannot anticipate when such a registration will become effective and the
Dividend Shares released from escrow.  During the period the Dividend Shares are
held in escrow,  the  escrow  agent  shall  have the power to vote the  Dividend
Shares on any matter submitted to the vote of the Company's shareholders.

         Preferred Stock

     The rights and preferences of the Series A Preferred Stock and the Series B
Preferred Stock  (collectively,  the "Preferred  Stock"),  which each have a par
value of $.01 per share, are as follows:

     Dividends

     Dividends  accrue and are cumulative from the date of issuance in an amount
per annum  equal to 2.5% per year per share and will be  payable  semi-annually,
when, as and if declared by the Board of Directors. Dividends will be payable in


                                       50
<PAGE>

cash,  shares of Preferred  Stock  (valued at $10 per share) or shares of Common
Stock  (valued,  (x) if there is a market for the Common  Stock,  at the average
price of a share of Common Stock during the last thirty (30) days of trading, or
(y) if there is not a market for the Common Stock,  at $1.38 per share),  or any
combination  thereof.  As of December 31, 2003 dividends of $ .21 per share were
in arrears for a total arrearage of $556.

     Conversion  Each share of Preferred Stock is convertible at any time at the
option of the holder into 7.25 shares of Common Stock.

     Redemption At any time after the earlier of:

     o a merger  or  consolidation  effecting  the  sale in one or a  series  of
related  transactions of all or  substantially  all of the Company's assets or a
sale of more  than  fifty  percent  (50%) of the  Company's  outstanding  voting
securities, or

     o the  realization  by the Company of  aggregate  net proceeds in excess of
$10,000,000  in  connection  with the sale of Common Stock  pursuant to a public
offering  registered  under the Securities Act of 1933, as amended (a "Qualified
Public Offering"),

     the  Preferred  Stock will be redeemed by the Company for cash in an amount
equal to the  liquidation  preference of $10 per share,  plus accrued and unpaid
dividends as of the redemption date; provided,  however, that (i) the redemption
of the Series B Preferred Stock will be subject to the rights and preferences of
the Series A Preferred  Stock, and (ii) not more than forty percent (40%) of the
net offering  proceeds of the Qualified  Public  Offering will be applied to the
redemption of the Preferred Stock.

     Pro Forma Financial Information

     The estimated pro forma effect on the Company's  results of operations  for
1) the year ending  December  31, 2003 and 2) the year ending  December 31, 2002
had the acquisition occurred on January 1, 2002 are as follows:

<TABLE>
<CAPTION>

                                                     2003                          2002
                                            Historical  Pro-Forma         Historical     Pro-Forma
<S>                                           <C>          <C>               <C>            <C>
Service Revenue
  (net of $5,481 gross billings
           in historical 2003)                $113         $123              $ -            $100
Income before extraordinary  credits
 and cumulative effect of a change
 in accounting principle                   (1,830)        (1,956)          (2,526)        (3,091)
Net loss                                   (1,830)        (1,956)          (2,290)        (2,855)
Loss per share                               (.13)          (.13)            (.13)          (.14)

</TABLE>



                                       51
<PAGE>

18. Notes Payable

     As of December 31, 2003, there were three notes payable  outstanding with a
total face amount of $132. All three bear interest rates of 8%, with  maturities
ranging from January 15, 2004 through February 15, 2004. In addition, a total of
275,000  shares of the Company's  common stock were issued in  conjunction  with
these  notes.  The  debt  discount  on  these  notes  of  $47,  including    $40
representing proceeds allocated to the stock issued, is being amortized over the
maturity life of the notes and at December 31, 2003, unamortized discount on all
notes totaled $23. The resulting  effective  annual  interest rate for financial
reporting purposes was thereby 261%. The notes are being  carried on the balance
sheet as $109.

     Because the borrowings had been made recently,  as of December 31, 2003 the
estimated fair value of the notes approximates carry value.

     Subsequent  to year end, the Company is in payment  default on all of these
notes. Two notes were amended to included default interest of 12% for all unpaid
amounts after the maturity date as well as the issuance of an additional 135,000
shares of the Company's common stock.

19. Subsequent Event

     On March 7, 2004,  the Company  entered  into a letter of intent to acquire
the cattle identification,  traceability and data management division of CowTek,
Inc.  CowTek,  Inc.,  headquartered  in Brule,  Nebraska is the developer of ISO
Memory tag technology with a proprietary distributive database management system
for the  identification  and  traceability  of individual  cattle  records.  The
acquisition  is structured  around the issuance of 300,000  shares of CattleSale
Company  $10  Convertible  Preferred  Stock B and  4,000,000  stock  options  on
CattleSale  common  stock  exercisable  between  $.25 and  $.75  for a  combined
exercise price of $2,120,000.  The transaction has an expected close date during
the  second  quarter  of 2004  and is  contingent  on  final  due  diligence,  a
definitive   purchase  agreement  and  approval  of  both  companies'  board  of
directors.

     20. Additional Pro Forma Financial Information (Unaudited)

     The accompanying  unaudited pro forma condensed  statement of operations of
the  Subsidiaries  for the year ended  December  31, 2003 and  December 31, 2002
gives  effect to the  acquisition  of the  Interests  (see Note 17) as if it had
occurred on January 1, 2002.  The pro forma  condensed  statement of  operations
also gives effect to the  deconsolidation  of the Company's German subsidiary as
if it had occurred on December 31, 2001.

     The pro forma financial  information is not  necessarily  indicative of the
operating  results that would have occurred had the acquisition of the Interests
been  consummated  as of  January 1, 2002,  nor is the  information  necessarily
indicative of future operating results.



                                       52
<PAGE>

                                    The CattleSale Company and Subsidiaries
                                       Pro Forma Statement of Operations
                                      For the year ended December 31, 2003
                                                   ($s in 000's)

<TABLE>
<CAPTION>

                                                         As Reported         Adjustments        Pro Forma

<S>                      <C>                            <C>                  <C>     <C>           <C>
         Service revenue
          (net of $6,021 gross pro
           forma billings in 2003)(5)                    $   113               $ 10   (1)        $ 123

         Selling, general and                              2,130                 131 (1)         2,266
                    administrative expenses                                        5 (2)
                                                         --------                   -                -
              Operating loss                            $ (2,017)            $  (126)         $(2,143)

         Non-operating income (expense):
         Interest income                                      28                  --                28
         Other, net                                          159                  --               159
                                                             ---                  --               ---
              Net loss                                  $ (1,830)            $  (126)         $(1,956)
                                                          =======             =======          =======

         Cumulative dividend on preferred stock             (556)                                 (556) (4)
         Net loss available to common shareholders       $(2,386)                             $ (2,512)
                                                         ========                             =========

         Net loss per common share                      $   (.13)                              $  (.14)  (3)
                                                        =========                               ========


Average common shares outstanding:
        Basic and Fully Diluted                       18,240,926


<FN>

                                             Notes to the Pro Forma Statement of Operations

(1)  Reflects the actual results of the Interests for the period January 1, 2003 through February 24, 2003.
(2)  Reflects amortization expense on the fair value of the Interests' fixed assets acquired for the period January 1, 2003
        through February 24, 2003.
(3)  Assumes weighted average shares of 18,240,926 shares of common stock for the entire period of January 1, 2003 through
        December 31, 2003.
(4)  Assumes 2,631,406 shares of preferred stock were outstanding for the entire period of January 1, 2003 through
        December  31, 2003.
(5)  Gross billings of $5,481 are included in the "as reported" column and gross billings of $540 are included in the
       "adjustment" column for a total of $6,021 in the "pro forma" column.

</FN>
</TABLE>


                                       53
<PAGE>




                                      The CattleSale Company and Subsidiaries
                                           Pro Forma Statement of Operations
                                         For the year ended December 31, 2002
                                                         ($s in 000's)
<TABLE>
<CAPTION>

                                                                                                   Total              Pro
                                                               As Reported     CattleSale (7) Adjustments (5)        Forma
<S>             <C>                                                 <C>           <C>                 <C>            <C>
Service revenue (9)                                                 $--           $100                $--            $100
Selling, general and administrative expenses                     1,387             674                --            2,061
Trust expense                                                      532              --                --              532
Impairment of assets                                               349              --                --              349
Restructuring costs                                                 15              --                --               15
                                                                    --              --                --               --
Total operating cost and expenses                                2,283             674                --            2,957
                                                                 -----             ---                --            -----
Operating loss                                                $(2,283)          $(574)                $--        $(2,857)

Non-operating income (expense):
Interest income                                                     25               2                --               27
Interest expense                                                  (42)             (5)                --              (5)
Equity in loss of limited partnership                                                                                (42)
Other, net                                                       (226)              12                --            (214)
                                                                 -----              --                --            -----

Income (loss) before income taxes and
   Extraordinary credits and cumulative effect of
   Change in accounting principle                              (2,526)           (565)                --          (3,091)
Income taxes (benefit)                                              --              --                --            --
                     -
Income (loss) before extraordinary credits and
   Cumulative effect of change in accounting principle         (2,526)           (565)                            (3,091)

Extraordinary credits:
Deconsolidation of company subsidiary                            3,165                           (3,165)               --
Impairment  of  reorganization  value in excess off  amounts
   allocable to identifiable assets                            (1,941)                             1,941               --
Cumulative effect of change in accounting principle              (988)                               988               --
Net income (loss)                                             $(2,290)         $ (565)            $(236)         $(3,091)
                                                              ========         =======            ======         ========

Net income (loss) per common share                              $(.12)          $(.03)            $(.01)           $(.16)
                                                                ======          ======            ======           ======

Average common shares outstanding:
        Basic and Fully Diluted (6)                         19,577,894

<FN>
(6)  Assumes extraordinary items and change in accounting principle occurred on December 31, 2001.
(7)  On February 25, 2003, the date of the acquisition of the Interests,  9,593,168  additional  shares of Common Stock were issued
        to the seller representing 49% of the outstanding shares.
(8)  The Subsidiaries  suspended their operations  during the period of February through June 2002 in order to implement  necessary
       operational changes and efficiencies.
(9)  Gross billings of $5,847 are included in the "CattleSale" and "pro forma" column
</FN>

</TABLE>


                                       54
<PAGE>



    ITEM 9. Changes in and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure.
None.



                                       55
<PAGE>



     PART III

ITEM 10. Directors and Executive Officers of the Registrant

Directors and Executive Officers

     The names,  positions and offices with the Company of the current directors
and executive officers of the Company are set forth below.

Name                          Position                       Year first elected
-----------------     -----------------------------------  --------------------

Edward L. McMillan     Chairman of the Board                         2003

Gerald N. Agranoff     Vice  President, Secretary, General
                       Counsel and Director                          1994

David S. Geiman        President and Chief Executive Officer         2003

Phillip P. Krumb       Vice President, Chief Financial Officer
                       and Director                                  1994

David W. Pequet        Director                                      2003

Mark A. Margason       Director                                      2003

William K. Richardson  Treasurer                                     2003


     The Acquisition  Agreement  between the Company and AEI,  pursuant to which
the Company  acquired  the  Interests,  provided  that,  upon the closing of the
acquisition,  the  Company's  Board of Directors  would be increased  from seven
members  to  eight,  the  then  members  of the  Board  would  resign  effective
immediately,  and by action taken pursuant to the Written  Consent,  four of the
Company's former  directors and four persons  designated by AEI would be elected
to serve as directors until their successors are elected and qualified.  Messrs.
Edelman,  Agranoff,  Angel and  Krumb  were  re-elected  to the  Board.  Messrs.
McMillan,  Lane, Margason and Pequet are newly elected.  Messrs.  Edelman, Angel
and Lane resigned during 2003.

     Further,  the Acquisition  Agreement  provided that the persons named above
were to be elected to the offices set forth  opposite  their names and they were
duly elected by the new Board of Directors to do so.

     The principal  occupations  and business  experience of each of the current
directors  and  executive  officers  of  the  Company  are  described  below.

     Edward L. McMillan,  57, a new member of the Board,  will serve as Chairman
of the Board and is a member of the Audit Committee. Mr. McMillan is a member of


                                       56
<PAGE>

the AEI Board of Directors and is the retired President, Chief Executive Officer
and Director of Purina Mills, Inc., the largest  manufacturer and distributor of
animal nutrition products in the United States. Mr. McMillan joined Purina Mills
in 1969 and held various  positions in  marketing,  product  research,  business
development and diversified business management before being named President and
CEO in 1987. Mr. McMillan is a prominent leader in the animal nutrition industry
serving as Chairman of the Board of  Directors  for the American  Feed  Industry
Association  and the  Prescription  Feed Task Force.  Mr.  McMillan has received
distinguished  industry honors as the Agri-Marketer of the Year for the National
Agri-Marketing  Association;  the Distinguished  Service Award from the American
Agricultural  Editor's  Association;  the  Distinguished  Service Award from the
American Feed  Association.  Mr. McMillan owns and manages  McMillan  L.L.C.,  a
transaction  consulting  business and serves on other corporate boards including
Premium Food Group Inc.; Balchem Inc.; Durvet,  Inc.; and Distribution  Dynamics
Inc. Mr. McMillan received a Bachelor of Science degree in Agricultural  Science
from the  University  of  Illinois  and is a  graduate  of the  Credit  Research
Foundation Graduate School of Credit and Financial  Management.  Mr. McMillan is
Chairman  of the U of I Research  Park LLC and is  Chairman  Elect of the U of I
Alumni  Association.  Mr.  McMillan's  principal  business address is Mark Twain
Plaza One, Suite 325, 101 West Vandalia Street, Edwardsville, Illinois 62025.

     Gerald N. Agranoff,  57, is a continuing  member of the Board and is a Vice
President and Secretary of the Company, as well as its general counsel. Prior to
the Acquisition,  Mr. Agranoff was the Company's Chief Operating Officer, Acting
President and Vice Chairman of the Board.  Mr.  Agranoff is a general partner of
SES Family  Investment & Trading  Partnership,  L.P., an investment  partnership
formed in 1995 by the members of one family to consolidate their activities. Mr.
Agranoff is not a member of the family.  Mr. Agranoff has been a general partner
of Asco  Partners  since 1984,  having  become its general  counsel in 1982 and,
since 1998, has been a member of Asher B. Edelman & Associates, LLC. Since 1987,
Mr. Agranoff has been a general  partner of Plaza  Securities  Company,  L.P., a
securities  company located in New York City. Since 1984, he has been a director
of Canal Capital  Corporation  and,  since 1990, has been a director of Bull Run
Corporation,  a sports  and  affinity  marketing  company  located  in  Atlanta,
Georgia.  He is also  counsel  to the New York  City law  firm  Pryor,  Cashman,
Sherman & Flynn. Mr. Agranoff's  principal  business address is 9901 IH-10 West,
Suite 800, San Antonio, Texas 78230.

     David S. Geiman,  59, was elected  President and Chief Executive Officer on
June 5, 2003 and was elected a director on December 11, 2003.  Mr. Geiman is the
founder and owner of New Dominion Management, an agricultural consulting company
that provides business  analysis,  construction  management and risk and hedging
program  development  services  for large  agri-business  entities in the United
States and Canada. In addition, he owns significant interests in contract feeder
pig production  facilities and a task  management  software  company.  From 1980
until 1995 Mr. Geiman worked for Continental Grain Company, one of the top grain
merchant   companies  in  the  United   States.   He  held  positions  in  grain
merchandising,  strategic planning and operations management and from 1985 until
1995,  David was Senior  Vice  President  and General  Manager of  Continental's


                                       57
<PAGE>

Cattle Feeder Division. Mr. Geiman received his undergraduate degree from George
Washington  University in  Washington,  D. C. and an MBA from the  University of
Virginia.  He spent three years in  agricultural  and rural  development  in the
Peace Corps in West Africa.

     Phillip P. Krumb,  61, a continuing  member of the Board,  is continuing as
Vice  President  and Chief  Financial  Officer and as a member of the  Executive
Committee.  He is also,  as of April  10,  2003,  the  Company's  interim  Chief
Executive  Officer.  Mr. Krumb joined the Company in September 1994 and was Vice
President and Chief  Financial  Officer from September  1994 to June 1997.  From
June 1997 until March 31, 1999,  Mr.  Krumb  served as Special  Assistant to the
Chairman.  From April 1, 1999 to December 17,  2000,  Mr. Krumb was acting Chief
Financial  Officer.  On December  18, 2000,  he  reassumed  his position as Vice
President  and Chief  Financial  Officer.  Prior to joining the Company,  he was
employed by IOMEGA  Corporation for seven years as Senior Vice President Finance
and Chief Financial  Officer.  Mr. Krumb's  principal  business  address is 9901
IH-10 West, Suite 800, San Antonio, Texas 78230.

     David W. Pequet,  52, a new Member of the Board, is a co-founder of AEI and
is a member of its Board of  Directors.  He earned an  engineering  degree  from
Michigan State University 1974 and served as an officer in the U.S. Naval Flight
program.  Mr.  Pequet  began his career in the  securities  industry in 1976 and
started the advisory firm, MPI Investment Management,  in 1986. MPI manages over
$100 million dollars of individual portfolios.  During the last twelve years MPI
has been  nationally  ranked  several  times  for its  fixed  income  investment
performance.  Prior to  starting  MPI, he was a fixed  income  broker at several
major Wall Street firms including  Prudential-Bache and Gruntal Securities.  Mr.
Pequet has served as a board  member for  several  early  stage  companies.  Mr.
Pequet's principal business address is 710 North York Road,  Hinsdale,  Illinois
60521.

     Mark A.  Margason,  48, a new member of the Board and Chairman of the Audit
Committee  and  its  "financial   expert,"  as  such  term  is  defined  in  the
Sarbanes-Oxley  Act of 2002, has had a  twenty-four-year  banking and investment
career in  Chicago  and New York.  Mr.  Margason  is a member of AEI's  Board of
Directors.  Mr.  Margason has been involved as a Director,  CFO and Chairman and
CEO of venture  companies,  both private and public,  in the energy and Internet
sectors.  Mr. Margason is a Partner in MPI Investment  Management and a Managing
Partner of MPI Venture Management,  LLC. He received a B.S.B.A.  and an M.B.A in
Finance from the University of Denver and is actively involved in the Children's
Home and Aid Society and Heartland Alliance charities.  Mr. Margason's principal
business address is 710 North York Road, Hinsdale, Illinois 60521.

     William K. Richardson, 52 is the Company's Treasurer. Mr. Richardson joined
the Company in 1977. Prior to the Acquisition,  Mr. Richardson was the Company's
Corporate  Controller,  a position  he held since 1995.  From 1992 to 1995,  Mr.
Richardson was the European Regional  Controller based in Paris at the Company's
then European  Headquarters.  From 1977 to 1992,  Mr.  Richardson  held numerous
positions   of   increasing   responsibility   within  the   Company's   finance
organization.  Mr.  Richardson's  principal business address is 9901 IH-10 West,
Suite 800, San Antonio, Texas 78230.

                                       58
<PAGE>

Directors holding office for part of 2003, post CattleSale acquisition

     Asher B.  Edelman,  64, was a continuing  member of the Board and served as
its Vice Chairman,  as well as Chairman of the Executive Committee.  Mr. Edelman
joined the  Company's  Board of  Directors  as its  Chairman in March  1985.  In
February 1993 he became the  Company's  Chief  Executive  Officer.  Mr.  Edelman
served in both  capacities  until the closing of the  Acquisition.  In addition,
since 1984, Mr. Edelman has been a general partner of Asco Partners, the general
partner  of Edelman  Securities  Company  L.P.  (formerly  Arbitrage  Securities
Company),  a United States  registered  broker-dealer  located in New York City.
Since 1991, Mr. Edelman has been the Chairman of the Board of Directors of Canal
Capital  Corporation,  a real estate company located in New York City and, since
2001,  has  been a  member  of  the  Board  of  Directors  of  Perini  Corp.,  a
construction company located in Framingham,  Massachusetts. He is also a general
partner and/or manager of various investment  partnerships and funds,  including
Asher B. Edelman & Associates,  LLC, a manager for a value  oriented  investment
fund.  Mr.  Edelman's  principal  business  address is Ch.  Pecholettaz  9, 1066
Epalinges,  Switzerland.  Mr. Edelman  resigned from these positions on December
10, 2003.

     Joshua J.  Angel,  68,  was a member of the Board and a member of the Audit
Committee.  Mr.  Angel is Founder  and Senior  Managing  Shareholder  of Angel &
Frankel,  P.C.,  a New  York  law  firm.  He holds a law  degree  from  Columbia
University  School of Law (1959) and a BS degree  from New York  University,  NY
(1956). He is also a director of Lancer  Industries,  Inc.,  Cellular  Technical
Services Company,  Inc. and Fairfield  Manufacturing  Company,  Inc. Mr. Angel's
principal  business address is 460 Park Avenue,  New York, New York,  10022. Mr.
Angel resigned from these positions with the Company on December 9, 2003.

     John D.  Lane,  57, a new  member  of the  Board,  entered  the  securities
industry in 1969 with a bank-trading  firm in New Jersey. He formed Lane Capital
Markets,   llc,  an  investment   banking   boutique   focused  on  mergers  and
acquisitions,  deal structuring,  managing and co-managing IPO's, follow-ons and
private  placements,  in 2001. Mr. Lane recently  became dually  registered with
V-Finance Investments Inc. where he holds the position of Syndicate Manager. His
main duties at V-Finance  include  working with  companies in the money  raising
process  and  managing  retail and  institutional  clients'  accounts.  Prior to
forming Lane  Capital  Markets,  he held the  position of Managing  Director and
Senior  Vice  President  of Capital  Markets at a New York  based  online  firm.
Between 1984 and 2000, Mr. Lane held high-level  positions at investment banking
firms  based in  Fairfield  County,  Connecticut.  He has been  associated  with
several major firms:  Boettcher & Co., Advest & Co., Dain Bosworth,  and Moseley
Hallgarten  and has  served in several  capacities:  officer,  director,  owner,
trader,  retail  manager and  syndicate  manager.  Mr. Lane has also served as a
director and advisor to several boards of directors. Mr. Lane has been an active
member of several Security Industry Association (SIA) committees,  including the
Small Firms  Committee,  of which he was  Chairman in 1994,  and the  Membership


                                       59
<PAGE>

Committee,  of which he was  Chairman  for several  years.  He also served three
terms on the Syndicate  Committee.  He is currently serving as District Chairman
of the SIA's New England district.  He also served as a director of the Regional
Investment  Bankers  Association  between  1991-1995.  He is also  active in the
National  Association of Securities Dealers. He is currently a NASD mediator and
is serving  three-year terms on its District Business Conduct Committee based in
Boston, MA and its Corporate Finance Committee,  as well as serving on its Small
Firm Advisory Board and its Nominating  Committee which chooses members to serve
on all standing NASD committees nationwide.  Mr. Lane obtained his undergraduate
and graduate degrees from Monmouth  University.  Mr. Lane's  principal  business
address is 263  Queens  Grant  Road,  Fairfield,  Connecticut  06824.  Mr.  Lane
resigned from the Board in the third quarter of 2003.

     There are no family relationships  between any of the executive officers of
the Company.

Audit, Compensation and Executive Committees

     The  Company  has  an  Audit  and  Executive  Committees  of the  Board  of
Directors.  The current  members of the Audit  Committee  are  Messrs.  Margason
(Chairman)  and McMillan.  The current  members of the  Executive  Committee are
Messrs. Geiman (Chairman), Pequet and Krumb.

     The Audit  Committee  annually  recommends  to the Board of  Directors  the
independent  auditors for the Company and its subsidiaries.  The Audit Committee
meets with the independent  auditors  concerning the audit;  evaluates non-audit
services and the  financial  statements  and  accounting  developments  that may
affect the Company;  meets with management  concerning  matters similar to those
discussed with the outside auditors;  and makes reports and  recommendations  to
the Board of Directors and the Company's  management  and  independent  auditors
from time to time as it deems appropriate.

     Prior to 2003, the  Compensation  Committee made senior  management  salary
recommendations  to the Board and administered  the Company's  various bonus and
option plans.  During calendar year 2003,  these functions were performed by the
Audit Committee in addition to its other responsibilities.

     The newly formed Executive  Committee will exercise the power and authority
of the Board of Directors between its meetings.

Meetings of the Board of Directors and Committees

     The Board of Directors met 8 times during the year ended December 31, 2003.
Each director was in  attendance.  During the year ended  December 31, 2003, the
Audit Committee met 4 times.

Director Compensation

     Directors  who  are   employees  of  the  Company   receive  no  additional
compensation for serving on the Board of Directors or its committees.
Compliance with Section 16(a) of the Securities Exchange Act of 1934



                                       60
<PAGE>

     The Company  believes  that,  during the year ended  December 31, 2003, its
officers and directors complied with all filing requirements under Section 16(a)
of the Securities Exchange Act of 1934.

ITEM 11. Executive Compensation

Compensation Committee Report

     The Company's executive  compensation program is based on three fundamental
principles.

     The Company must offer  compensation  opportunities  sufficient to attract,
retain and reward talented executives who are sufficiently capable of addressing
the challenges of a business in a difficult industry.

     Compensation should include a substantial component of  pay-for-performance
sufficiently  related  to the  financial  results  of  the  Company  and/or  the
executive's  performance  to  financially  motivate the  executive's  efforts to
increase  stockholder value. This may cause individual  compensation  amounts to
change significantly from year to year.

     Compensation  should provide a direct link between the long-term  interests
of executives and stockholders.  Through the use of stock-based incentives,  the
Compensation  Committee  focuses the  attention  of  executives  on managing the
Company from the perspective of an owner with an equity stake.

     For executive officers, compensation now consists primarily of base salary,
and a short-term  performance  incentive  opportunity  in the form of a variable
cash  bonus.  The  remainder  of this Report  reviews  the annual and  long-term
components  of the  Company's  executive  compensation  program,  along with the
decisions made by the committee regarding the current  compensation for both the
Chief Executive Officer and the other named executive officers.

     Total Annual Compensation

     Annual cash  compensation  consists of two components;  a fixed base salary
and  a  variable  annual  bonus   opportunity.   As  an  executive's   level  of
responsibility increases, a larger portion of total annual pay is based on bonus
and less on salary.  The  Committee  sets the base salary of executive  officers
based upon a subjective  analysis of competitive  salaries of equally  qualified
executives, occasionally confirmed by reference to general salary surveys; prior
compensation  of the  individual or of previous  holders of the position is also
considered.  Contractual  minimum base salaries are customarily  negotiated with
the executives.

     The  short-term  performance  incentive  bonus  opportunity  is established
either as a percentage,  unique for each  individual,  of a numerical  corporate
performance  indicia,  or as a target percentage of pay which is the amount that


                                       61
<PAGE>

can be earned based upon assigned objectives being met.  Performance is measured
as a percent of attainment  against these objectives.  When performance  exceeds
objectives, an executive's incentive pay can exceed the target rate, and when it
falls below, individual incentive pay is reduced accordingly.

     Messrs.  Agranoff's  and  Krumb's  bonuses  were  based on a  contractually
specified  percentage by which  "EBITDA"  exceeds  12-1/2% of Net Equity for the
applicable  period.  "EBITDA"  means,  with  respect to the  applicable  period,
earnings before interest,  taxes, depreciation and amortization as determined by
the Company's  accountants  in accordance  with  generally  accepted  accounting
principles;  provided  however,  "EBITDA" does not include amounts received from
the  Dynacore  Patent  Litigation  Trust.  Net Equity  means net assets less net
liabilities determined as of the last day of the applicable period.

    Long Term Incentives

     The  committee  believes that stock options  appropriately  link  executive
interests to the  enhancement  of  stockholder  value and  utilizes  them as its
long-term  incentive  program;  no additional  long-term  incentive programs are
utilized.  Stock  options  generally  are granted at fair market value as of the
date of grant,  become  exercisable over eighteen months, and have a term of ten
years.  The stock options provide value to the recipients only when the price of
the Company's stock increases above the option grant price.

     Pursuant to their employment agreements,  Messrs.  Agranoff and Krumb were,
in 2000,  granted options to purchase 175,000 and 75,000 shares of Common Stock,
respectively.  In determining the size of the option grants for Messrs. Edelman,
Agranoff'  and Krumb,  the  committee  assessed  the  following  factors:  their
potential by position and ability (i) to contribute to the creation of long-term
stockholder  value;  and (ii) to contribute to the  successful  execution of the
Company's strategy; and (iii) their relative levels of responsibility.

    This report has been provided by the Audit Committee.

Compensation Committee Interlocks and Insider Participation

     During the year ended  December  31,  2003,  no Member of the  Compensation
Committee was, or was formerly,  an officer or employee of the Company or any of
its subsidiaries.

Employment Agreements

     Effective December 18, 2000, the Company entered into employment agreements
with each of Gerald N.  Agranoff and Phillip P. Krumb which had initial terms of
eighteen months but which remained in effect through February 25, 2003. Pursuant
to the employment agreements, Mr. Agranoff served as Chief Operating Officer and
Acting  President  and Mr. Krumb served as Vice  President  and Chief  Financial
Officer.  Their  respective  annual base salaries were $157,500 and $82,5000 and
they were  entitled  to bonuses in respect of each  fiscal  quarter in which the


                                       62
<PAGE>

Company's earnings before interest, taxes, depreciation and amortization for the
period exceeded certain benchmarks.  Upon executing their agreements,  they were
granted options to purchase, respectively,  175,000, and 75,000 shares of Common
Stock  at an  exercise  price of $.75  per  share.  The  options  are all  fully
exercisable,  having vested in equal installments on June 18, 2001, December 18,
2001 and June 18,  2002.  The options  will expire on December  18,  2010.  As a
result of the  Company's  need for  liquidity,  in August  2002,  they agreed to
receive Beneficial  Interests in lieu of cash as compensation for their services
during the period from June 30, 2002 through  December 18,  2002.  Mr.  Agranoff
received 369,520 Beneficial Interests and Mr. Krumb received 193,559.

     Pursuant to the terms of the  Acquisition  Agreement,  on February 25, 2003
each of and Messrs.  Agranoff and Krumb entered into employment  agreements with
the Company  having three year terms.  These  agreements  provide for  customary
employee  benefits,  as well as reimbursement for certain office and secretarial
services.  Mr. Krumb, the Company's Vice President and Chief Financial  Officer,
is  entitled to a base  salary,  commencing  on January 1, 2004,  of $60,000 per
year.

     Messrs. Agranoff's and Krumb's agreements each provide that if his services
are terminated without cause or with Good Reason (as defined in the agreements),
he shall  receive his base salary for the remaining  duration of the  employment
term and for an  additional  period of six months  from the end of the term,  as
well as continuation of certain benefits during that period. The agreements also
provide that, in the event of death or disability during the employment term, he
or his estate or legal  representative  shall be  entitled  to receive  his base
salary through the end of the month in which the death, or disability occurs and
certain executive benefits.

     Each of Messrs.  Agranoff's  and Krumb's  agreements  also provides for the
vesting  of any  unvested  options  upon his  death  or  disability  during  the
employment  term or if his services are  terminated  without  cause or with Good
Reason.

     On June 15, 2003, the Company entered into an employment agreement with Mr.
David S. Geiman. Pursuant to the terms of the agreement,  Mr. Geiman assumed the
role of President and Chief  Executive  Officer at an annual salary of $180,000.
In addition,  Mr.  Geiman  received  450,000  options to purchase the  Company's
common stock at .20,  150,000 of which  vested on December 15, 2003,  150,000 of
which  vest on June  15,  2004 and  150,000  of  which  vest on June  15,  2005.

Supplemental Executive Retirement Plan

     The Company maintains a Supplemental  Executive Retirement Plan for certain
executive  employees  selected by the Board of Directors.  The plan provides for
employee contributions of up to 10% of applicable compensation.  In addition, at
the Board's  discretion,  the Company may also make  contributions on an annual,
individual  basis,  allocated on a pro-rata  basis  according  to  participant's
applicable  compensation  up to a  maximum  contribution  of 15%  of  applicable
compensation  per employee.  The Company has not made any  contributions  to the
plan since August 2, 1997. Under the terms of the plan,  benefits accrued to the
various executive officers vest upon satisfaction of the plan's vesting criteria
which is based upon length of employment with the Company.  Summary Compensation
Table

                                       63
<PAGE>

     The  following  table sets forth  certain  information  regarding  all cash
compensation paid or accrued for services rendered by David S. Geiman, Gerald N.
Agranoff and Phillip P. Krumb the persons who served,  during  fiscal year 2003,
as the Company's executive officers.



<TABLE>
<CAPTION>

                                                                                 Long-Term
      Name and                                                                  Compensation
      Principal
      Position
  (as of 12/31/03)                                                   Other                           All
                                                                     Annual    Stock Options         Other
                                       Year         Salary        Compensation  Granted (#)         Compensation

<S>                                     <C>         <C>            <C>            <C>               <C>
David S Geiman                          2003        $79,615        $     -        450,000(2)        $      -
Chairman of the Board                   2002            -                -            -                    -
Chief Executive Officer (1)             2001            -                -            -                    -


Gerald N. Agranoff                      2003          $ -          $     -            -             $      -
Acting President and                    2002         84,808              -            -                    -
Secretary                               2001        157,500              -            -                    -

Phillip P. Krumb                        2003          $ -          $     -            -              $     -
Vice President and Chief Financial      2002        $44,423              -            -                    -
Officer                                 2001         82,500              -            -                    -

<FN>

(1)  Mr. Geiman's  employment  agreement was effective on June 15, 2003 at an annual salary of $180,000.  As such, the compensation
         amounts reflected in the table above is for the period of June 15, 2003 -  December 31, 2003.  Prior to Mr.  Geiman's
         employment, he provided consulting services to the company between May 5, 2003 and June 5, 2003 and was paid $40,000 for
         these services.
(2)  Stock options granted per employment agreement
(3)  Asher B. Edelman,  formerly  Chairman of the Board and Chief Executive  Officer resigned these positions on December 10, 2003.
         Had he not resigned, Mr. Edelman and his remuneration would have been included in this compensation table.
</FN>
</TABLE>


Stock Option Grants in Last Fiscal Year

     On June 15,  2003,  the Company  granted  450,000  options to purchase  the
Company's common stock at .20 per share to Mr. Geiman pursuant to his employment
agreement.




                                       64
<PAGE>

Aggregated Option Exercises for the period ended December 31, 2003 Option Values

<TABLE>
<CAPTION>


                             Number of
                              Shares                                                         Value of Unexercised
                            Acquired on      Value        Number of Unexercised Options      In the money options
      Name                   Exercise      Realized             at 12/31/03                      At 12/31/03
                                                       Exercisable    Unexercisable     Exercisable    Unexercisable
-------------------------- -------------- ----------- -------------- ---------------- ---------------- ---------------
<S>                              <C>          <C>        <C>             <C>                <C>              <C>
David S. Geiman                  0            0          150,000         300,000            $0               $0
-------------------------- -------------- ----------- -------------- ---------------- ---------------- ---------------
Gerald N. Agranoff               0            0          175,000            0               $0               $0
-------------------------- -------------- ----------- -------------- ---------------- ---------------- ---------------
Phillip P. Krumb                 0            0           75,000            0               $0               $0
-------------------------- -------------- ----------- -------------- ---------------- ---------------- ---------------
</TABLE>

Performance Graph

     Set forth below is a table comparing the yearly  percentage  changes in the
five-year  cumulative  total return for the Company's  Common Stock with the Dow
Jones 65-Composite Average, a broad equity market index, and the S&P 500 index.

                                                                Dow Jones 65-
           Company's Common Stock         S&P 500            Composite Average
 1999            100.00                    100.00                 100.00
 2000             00.00                     89.86                 103.21
 2001             15.69                     78.14                  89.98
 2002              3.27                     59.88                  73.89
 2003              7.19                     75.68                  93.95

     The table assumes $100  invested on January 1, 1999, in the Company's  then
common  stock and each of the indexes and that all  dividends  were  reinvested.
During the  five-year  period the Company did not pay any cash  dividends on its
Common Stock.


                                       65
<PAGE>



ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

     As of March 31, 2004, Asher B. Edelman and AEI Environmental, Inc. were the
only person(s)  known to the Company to be a beneficial  owner of more than five
percent (5%) of the Company's  securities as defined in Rule 13(d)(3)  under the
Exchange Act.


   Name                          # shares            % ownership
-------------------------- ------------------- -------------------
Asher B. Edelman
717 5th Avenue
N.Y., NY  10022               12,087,208 (1)            29.42%
------------------------ --------------------- ------------------
AEI Environmental, Inc.
710 North York Road
Hinsdale, IL  60521           5,825,420 (2)            14.18%

(1) Asher B.  Edelman,  in his capacity as Escrow Agent (in such  capacity,  the
"Escrow  Agent") for the  Benefit of the Holders of Record of Dynacore  Holdings
Corporation on February 24, 2003, owns no shares of Common Stock;  however, each
share of the 250,000 Deemed  Acquired  Shares of Series A Convertible  Preferred
Stock  and each  share of the  1,127,000  Deemed  Acquired  Shares  of  Series B
Convertible Preferred Stock held in escrow (collectively, the "Preferred Stock")
is  convertible  at any time into 7.25 shares of Common Stock and is entitled to
one vote per share of Preferred Stock on any matter  presented to the holders of
the Common Stock. Accordingly, 9,983,250 shares are included in the table above.
Although the Escrow Agent does not have any pecuniary  interest in the shares of
Preferred  Stock held in escrow (the "Escrowed  Stock") and is not authorized to
sell,  convert or otherwise  dispose of any shares of Escrowed Stock, the Escrow
Agent does have the power to vote the Escrowed Shares. For so long as the shares
of  Escrowed  Stock are held in escrow,  the other  persons  named in the tables
above  will not  separately  report  beneficial  ownership  of their  respective
portions of the Escrowed Stock or the shares of Common Stock into which they are
convertible.

(2) 58,838 Deemed Acquired Shares of Series B Preferred Stock  (convertible into
426,576  shares  of Common  Stock)  are  owned by AEI and are  included  in this
tabulation  because the named party is a director of AEI and, in that  capacity,
shares investment control with respect to these shares. However, the named party
disclaims  beneficial  ownership  of these  shares  except to the  extent of his
ownership of debt and equity securities of AEI.

Security Ownership of Management

     The  information  below  relating  to  beneficial  ownership  is based upon
ownership  information  furnished  by each person using  "beneficial  ownership"
definitions  set forth in Section 13 of the Securities  Exchange Act of 1934, as
amended.  Under those rules, a person is deemed to be a "beneficial  owner" of a
security if that person has or shares  "voting  power," which includes the power
to vote or to direct the voting of such security,  or "investment  power," which
includes the power to dispose or to direct the disposition of such security.

                                       66
<PAGE>

     A person is also deemed to be a  beneficial  owner of any security of which
he or she has a right to acquire  beneficial  ownership  (such as by exercise of
options or  conversion of preferred  stock) within 60 days after the  applicable
reporting date (the "Deemed Acquired Shares").

     Under these  rules,  more than one person may be deemed to be a  beneficial
owner of the same  securities,  and a person  may be deemed  to be a  beneficial
owner of securities as to which he or she may disclaim any beneficial interest.

     When  calculating  the  percentage  of a class  of  securities  owned  by a
beneficial  owner,  the number of shares of his or her Deemed Acquired Shares is
included in the number of shares owned by him or her and in the number of shares
outstanding. A beneficial owner's Deemed Acquired Shares are not included in the
outstanding  shares for purposes of  calculating  any other  beneficial  owner's
percentage of ownership.

     The following table sets forth certain information regarding the beneficial
ownership  of the  Common  Stock  by each  director,  by  each of the  executive
officers  named in the table and by the directors  and  executive  officers as a
group, as of March 31, 2004.  Some of the named  individuals own Deemed Acquired
Shares by virtue of their  ownership of  currently  exercisable  options  and/or
currently   convertible  Preferred  Stock.  The  table  describes  ownership  of
outstanding  Common Stock  (20,392,574  shares) and the Deemed  Acquired  Shares
(20,688,819 Deemed Acquired Shares).

     Except as  otherwise  indicated  in other table  footnotes,  the  indicated
directors and executive  officers  possess sole voting and investment power with
respect  to all  shares of Common  Stock and  Preferred  Stock  attributed.  The
footnotes to the tables follow the last table.


                      Ownership of Outstanding Common Shares
                                      and
                        All Deemed Acquired Shares

     Name                                    # of Shares           % Ownership
Gerald N. Agranoff (1)                         181,618                *
David S. Geiman                                150,000                *
Phillip P. Krumb                               129,454                *
Mark A. Margason (2)(3)                      7,420,233              18.06%
Edward L. McMillan (2)                       5,825,420              11.75%
David W. Pequet (2)(3)                       7,420,233              18.06%
William K. Richardson                             306                 *
Directors and Executive
   Officers as a Group(1)(2)                 7,881,305               19.2%


    * Indicates less than 1% ownership as a percent of the outstanding class.



                                       67
<PAGE>

(1) This amount  includes  6,618  shares of Common Stock  directly  owned by Mr.
Agranoff and 175,000 Deemed  Acquired  Shares  subject to currently  exercisable
options.  Mr.  Agranoff is a general partner of Plaza  Securities  Company which
owns 99,381 shares of Common Stock. He disclaims  beneficial  ownership of these
shares which are  excluded in the party's  listing in the  beneficial  ownership
table  above due to the sole voting and  dispositive  powers  attributed  to Mr.
Edelman in his Schedule  13D. Mr.  Agranoff is also a director of Canal  Capital
Corporation  which  owns  82,278  shares.  Mr.  Agranoff  disclaims   beneficial
ownership of these shares and they are excluded  from his  beneficial  ownership
listing due to the sole voting and dispositive powers attributed to Mr. Edelman.

(2) 5,398,844 shares of Common Stock and 58,838 Deemed Acquired Shares of Series
B Preferred Stock (convertible into 426,576 shares of Common Stock) are owned by
AEI and are included in this  tabulation  because the named party is director of
AEI and, in that  capacity,  shares  investment  control  with  respect to these
shares.  However, the named party disclaims beneficial ownership of these shares
except to the extent of his ownership of debt and equity securities of AEI.

(3) MPI Venture Management,  LLC owns 394,365 shares of Common Stock and 165,579
shares  of  Series B  Preferred  (convertible  into  1,200,448  shares of Common
Stock). Messrs. David W. Pequet and Mark A. Margason each own 50% of MPI Venture
Management, LLC, and both are directors of the Company and the Reporting Person.
Messrs.. Pequet and Margason have shared power to vote or to direct the vote and
shared power to dispose or to direct the  disposition of the shares  reported as
beneficially owned.

ITEM 13. Certain Relationships and Related Transactions
(Dollars in thousands)

     Gerald N.  Agranoff,  the Company's Vice President and Secretary as well as
its general counsel and a director,  is of counsel at the law firm Pryor Cashman
Sherman & Flynn LLP.  During the years ended  December 31, 2003,  2002 and 2001,
the  Company  paid legal fees of $0,  $106 (of which $55 was accrued at December
31, 2002),  and $233 (of which $70 was accrued at December 31,  2000),  to Pryor
Cashman Sherman & Flynn LLP, for legal services provided by attorneys other than
Mr. Agranoff.

     During the years ended  December 31, 2003,  2002 and 2001, the Company paid
secretarial  expenses of $66 (of which $13 was accrued as of December 31, 2003),
$64 and $50, respectively, to Canal Capital Corporation ("Canal Capital"). Asher
B. Edelman, former Vice Chairman of the Company's Board of Directors,  serves as
chairman of the board of directors of Canal  Capital and Mr.  Agranoff is also a
member of the board.



                                       68
<PAGE>

     The  Company,  along with  co-tenants  Canal  Capital and Plaza  Securities
Company  LP, of which Mr.  Edelman,  a former  director of the  company,  is the
controlling general partner and Mr. Agranoff is a general partner,  entered into
an amendment of its New York office lease in February,  1999.  While the Company
is  currently  paying 50% of the monthly  lease  payment,  each  co-tenant of is
jointly  liable for the full lease  obligation.  On April 9, 2004,  the Company,
along with co-tenants Canal Capital Corporation and Plaza Securities Company LP,
entered  into a  settlement  agreement  with the landlord of its New York office
lease. The settlement agreement provides for, among other things, termination of
the lease in its entirety and full release of all of the parties. The release is
contingent  upon  the  forfeiture  of the  Company's  and  co-tenants'  security
deposits  and the  payment of two  months  rent,  full  payment of which must be
received  by the  landlord  not later than  April 30,  2004.  While the  Company
intends to make such  payment,  if the  payment is not  received,  the  landlord
maintains  full rights to sue the Company for damagew with respect to the Lease.
The terms of the original lease provided for lease termination in October,  2009
and the Company's annual lease obligation was approximately $400.

     Joshua J. Angel,  a former member of the Company's  Board of Directors,  is
the senior managing shareholder of Angel & Frankel,  P.C. During the years ended
December 31, 2003, 2002 and 2001, the Company paid legal fees of $0, $0 and $93,
respectively, to Angel & Frankel, P. C. for legal services.

     On February 25, 2003,  the Company began leasing  approximately  600 square
feet from MPI Investment Management,  Inc. ("MPI").  Messrs. David W. Pequet and
Mark A. Margason, both Company directors, are also principals of MPI. During the
year ended December 31, 2003, the Company paid MPI $12.

     See Note 4 to the Consolidated Financial Statements for a discussion of the
Company's investment in the Partnership.

ITEM 14. Controls and Procedures

     In conjunction with this Annual Report on Form 10-K and their certification
of the disclosures herein, the Company's  Principal Executive Officer,  David S.
Geiman,  and  Principal  Financial  Officer,  Phillip P.  Krumb,  evaluated  the
effectiveness of the Company's disclosure controls and proceedings. This review,
which  occurred  within  ninety  (90) days  prior to the  filing of this  Annual
Report, found the disclosure controls and proceedings to be effective.

     There have been no significant  changes in the Company's  internal controls
or in other factors which would  significantly  affect these controls subsequent
to the evaluation by Mr. Geiman and Mr. Krumb.

Available Information

     The Company intends to provide a hyperlink from its internet  website (www.
cattlesale.com) to the Securities and Exchange  Commission ("SEC") website where
the  public  may  obtain  copies of the  Company's  Annual  Report on Form 10-K,
quarterly  Reports on Form 10-Q,  Current Reports on Form 8-K, and amendments to
these reports,  as soon as reasonably  practicable after they are electronically


                                       69
<PAGE>

filed  with the SEC.  Interested  parties  may also  directly  access  the SEC's
website  which  contains  reports  and other  information  that the Trust  files
electronically   with  the  SEC.   The   address   of  the  SEC's   website   is
http://www.sec.gov. The Company will provide paper copies of its filings free of
charge upon request to William K. Richardson, Treasurer.


                                       70
<PAGE>


PART IV

ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Documents Filed as Part of this Report

     (1) Financial Statements

     The consolidated  financial  statements listed in the accompanying index to
the financial statements are filed as part of this report.

     (2) Financial Statement Schedules

     Schedule II - Valuation and Qualifying Accounts and Reserves

     All other schedules are omitted since they are either not applicable or the
required information is shown in the Company's Consolidated Financial Statements
or Notes  thereto.  Individual  financial  statements of the Company are omitted
because the  Company is  primarily  an  operating  company and all  subsidiaries
included in the Consolidated Financial Statements being filed, in the aggregate,
do not have minority  equity  interest  and/or  indebtedness to any person other
than the Company or its  consolidated  subsidiaries  in amounts  which  together
exceed 5% of the total consolidated  assets as shown by the most recent year-end
Consolidated Balance Sheet.

     (3) The exhibits  listed in the  "Exhibit  Index" on page 74 of this Annual
Report.

(b) Reports on Form 8-K

     The Company  filed a Form 8-K on December 15  announcing  David S. Geiman's
election  to the  Company's  Board  of  Directors  and  the  receipt  of  bridge
financing.  A Form 8-K was filed December 18 announcing the resignation of Asher
B. Edelman and Joshua Angel from the Company's Board of Directors.

(c) Exhibits

     The  exhibits  listed on the Exhibit  Index on page 74 are filed as part of
this Annual Report.

(d) Additional Financial Statement Schedules

     See Item 15(a)(2) above.




                                       71
<PAGE>



                    INDEX TO EXHIBITS

<TABLE>
<CAPTION>

<C>                                                                                  <C>
(3)(b)            Bylaws of  Datapoint  Corporation,  as amended  (filed as Exhibit  (3)(b) to the  Company's
                  Annual  Report on Form 10-K for the year ended  August 1, 1992 and  incorporated  herein by
                  reference).

(3)(d)            Second  Restated  Certificate  of  Corporation  (filed  as  Exhibit  3(d) to the  Company's
                  Current Report on Form 8-K dated February 25, 2003 and incorporated herein by reference).

(10)(jj)          Stock Purchase  Agreement  between Reboot  Systems,  Inc. and Datapoint  Corporation  dated
                  July 31, 1999 and as amended on November 1, 1999.

(10)(kk)          Asset  Purchase  Agreement  between  Datapoint  Corporation,   SF  Digital,  LLC  and  John
                  Engstrom, and John Engstrom d/b/a SF Digital and Corebyte(TM) dated July 27, 1999.

(10)(tt)          Operating  Agreement  of CS  Livestock  Commissions  Co.,  LLC  (the  "Livestock  Operating
                  Agreement")  (filed as Exhibit  10(tt) to the  Company's  Current  Report on Form 8-K dated
                  February 25, 2003 and incorporated herein by reference).

(10)(uu)          Amendment to the  Livestock  Operating  Agreement(filed  as Exhibit  3(uu) to the Company's
                  Current Report on Form 8-K dated February 25, 2003 and incorporated herein by reference).

(10)(vv)          Operating  Agreement of CS Auction Production Co. LLC (the "Auction  Operating  Agreement")
                  (filed as Exhibit  10(vv) to the Company's  Current  Report on Form 8-K dated  February 25,
                  2003 and incorporated herein by reference).

(10)(ww)          Amendment to the Auction  Operating  Agreement  (filed as Exhibit  10(ww) to the  Company's
                  Current Report on Form 8-K dated February 25, 2003 and incorporated herein by reference).

(10)(xx)          Purchase  Agreement,  dated as of  February  25,  2003,  by and between the Company and AEI
                  Environmental,  Inc.  (filed as Exhibit 10(xx) to the Company's  Current Report on Form 8-K
                  dated February 25, 2003 and incorporated herein by reference).

(10)(yy)          Escrow  Agreement  dated as of February 25,  2003,  by and between the Company and Asher B.
                  Edelman,  as Escrow Agent for the Benefit of the Holders of Record of the Company's  Common
                  Stock on February  24, 2003 (filed as Exhibit  10(yy) to the  Company's  Current  Report on
                  Form 8-K dated February 25, 2003 and incorporated herein by reference).

(10)(zz)          Employment  Agreement  dated as of  February  25,  2003,  by and  between  the  Company and
                  Michael B. Andelman  (filed as Exhibit  10(zz) to the Company's  Current Report on Form 8-K
                  dated February 25, 2003 and incorporated herein by reference).



                                       72
<PAGE>

(10)(aaa)         Employment  Agreement  dated as of February 25, 2003, by and between the Company and Gerald
                  N. Agranoff  (filed as Exhibit  10(aaa) to the Company's  Current  Report on Form 8-K dated
                  February 25, 2003 and incorporated herein by reference).

(10)(bbb)         Services  Agreement  dated as of February 25, 2003, by and between the Company and Asher B.
                  Edelman  (filed  as  Exhibit  10(bbb)  to the  Company's  Current  Report on Form 8-K dated
                  February 25, 2003 and incorporated herein by reference).

(10)(ccc)         Employment  Agreement  dated as of  February  25,  2003,  by and  between  the  Company and
                  Phillip P. Krumb  (filed as Exhibit  10(ccc) to the  Company's  Current  Report on Form 8-K
                  dated February 25, 2003 and incorporated herein by reference).

(10)(ddd)         Letter of Intent dated March 7, 2004 between the CattleSale Company and CowTek, Inc.  (filed
                  as  Exhibit  10(ddd) to the  Company's  Current Report on Form 8-K dated March 11, 2004 and
                  incorporated herein by reference).

(21)     Subsidiaries of Registrant
</TABLE>




                                       73
<PAGE>



                                          SIGNATURES


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


                                        The CattleSale Company
                                       (f/k/a Dynacore Holdings Corporation)
                                       (Registrant)

                                       By:    /s/ Phillip P. Krumb
                                              Phillip P. Krumb
                                              Vice President, Chief Financial
                                              Officer and Director


DATED:  April 14, 2004


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

  Signature                      Title                             Date


/s/ Edward L. McMillan
Edward L. McMillan           Chairman of the Board             April 14, 2004


/s/ David S. Geiman
David S. Geiman              Chief Executive Officer           April 14, 2004



/s/ Gerald N. Agranoff
Gerald N. Agranoff           Vice President,
                             Secretary and Director            April 14, 2004


/s/ David W. Pequet
David W. Pequet               Director                         April 14, 2004


/s/ Mark A. Margason
Mark A. Margason              Director                        April 14, 2004




                                       74
<PAGE>


Exhibit 31.1

CERTIFICATION

     I, David S. Geiman, President and Chief Executive Officer of The CattleSale
Company, certify that:

     1. I have  reviewed  this  Annual  Report on Form 10-K for the fiscal  year
ended at December 31, 2003 of The CattleSale Company;

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

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

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

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

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

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

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonable
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date:  April 14, 2004
                                         /s/ David S. Geiman
                                         David S. Geiman
                                         President and Chief Executive Officer



                                       75
<PAGE>


Exhibit 31.2

CERTIFICATION

     I, Phillip P. Krumb,  Chief  Financial  Officer of The CattleSale  Company,
certify that:

     1. I have  reviewed  this  Annual  Report on Form 10-K for the fiscal  year
ended at December 31, 2003 of The CattleSale Company;

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

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

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

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

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     (c)  Disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's  internal control over financial  reporting;
and

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

     (a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonable
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     (b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date:  April 14, 2004
                                            /s/Phillip P. Krumb
                                            Phillip P. Krumb
                                            Chief Financial Officer


                                       76
<PAGE>

EXHIBIT 32.1

     CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

     PURSUAN TO THE 18 U.S.C. SECTION 1350
     (SECTION 906 OF THE SARBANES OXLEY ACT OF 2002)

     The undersigned,  David S. Geiman, President and Chief Executive Officer of
The CattleSale Company (the "Registrant"),  does hereby certify,  pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002,  that based upon a review of the Annual  Report  From 10-K for the year
ended  December 31, 2003 of the  Registrant,  as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report").

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material respects, the financial condition and results of the Registrant.

     Date:  April 14, 2004                /s/ David S. Geiman
                                          -------------------
                                          David S. Geiman
                                          President and Chief Executive Officer






                                       77
<PAGE>


EXHIBIT 32.2

     CERTIFICATION OF CHIEF FINANCIAL OFFICER

     PURSUAN TO THE 18 U.S.C. SECTION 1350
     (SECTION 906 OF THE SARBANES OXLEY ACT OF 2002)

     The  undersigned,   Phillip  P.  Krumb,  Chief  Financial  Officer  of  The
CattleSale  Company  (the  "Registrant"),  does hereby  certify,  pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002,  that based upon a review of the Annual  Report  From 10-K for the year
ended  December 31, 2003 of the  Registrant,  as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report").

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material respects, the financial condition and results of the Registrant.

     Date:  April 14, 2004                  /s/ Phillip P. Krumb
                                            --------------------
                                            Phillip P. Krumb
                                            Chief Financial Officer



                                       78
<PAGE>


                                                               Schedule II

                                THE CATTLESALE COMPANY AND SUBSIDIARIES
                              Valuation and Qualifying Accounts and Reserves
                                                (In thousands)

<TABLE>
<CAPTION>


                                                                      (a)             (b)
                                    Balance        Charged        Charged
                                      at              to          (to) from        Other            Balance
                                   Beginning       Costs and        Other        Additions         at End
    Classification                  of Year        Expenses        Accounts    (Deductions)         of Year

Allowance for doubtful accounts:

<S>                 <C> <C>           <C>             <C>            <C>            <C>               <C>
Year ended December 31, 2003          $916            $114           $--            $(121)            $909

Year ended December 31, 2002          $226            $(56)          $--            $746              $916

Year ended December 31, 2001           $77            $149           $--              $--             $226

Period ended December 31, 2000          $--             $--          $--              $--             $--




(a)  Transfers to and from other balance sheet reserve accounts.
(b)  Accounts written-off net of recoveries, other expense accounts and translation adjustments.
</TABLE>




                                       79




                            Exhibit 21

                           Subsidiaries



                  As of December 31, 2003

                  (Inactive and 100% owned)

                  Dynacore International, Inc.
                  Delaware corporation

                  Dynacore International Holdings, Inc.
                  Delaware corporation

                  Inforex International, Inc.
                  Delaware corporation

                  Dynacore International Investments, Inc.
                  Delaware corporation

                  Datapoint International Headquarters S.A.R.L.
                  a French corporation

                  Dynacore Deutschland
                  a German corporation

                  (Active and 100% owned)

                  CattleSale Livestock Commissions Co. LLC
                  an Oregon limited liability company

                  CattleSale Auction Production Co. LLC
                  an Oregon limited liability company





                                       80
<PAGE>