Commission File No. 000-33129


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549


                                   FORM 10-KSB


/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


/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                     For the Transition Period From __ to __


                     INTERNATIONAL CARD ESTABLISHMENT, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


           Delaware                                              95-4581903
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


 300 Esplanade Drive, Suite 1950
       Oxnard, California                                               93036
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


Issuer's telephone number: (800) 400-0206


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

                                      none


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

                               $.0005 Common Stock
                               ___________________
                                (Title of Class)


         Check 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 shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ No / /

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-KSB or any amendments to
this Form 10-KSB. / /


<PAGE>


         State the registrant's revenues for the December 31, 2003 fiscal year:
$1,283,210.

         The aggregate market value of the voting shares of Common Stock held by
non-affiliates of the registrant, as of April 30, 2004 is $10,115,758.

         As of April 30, 2004, there were 18,981,248 shares of the registrant's
Common Stock, $.0005 par value, outstanding.


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                                TABLE OF CONTENTS

                                                                            Page


Item 1.   Description of Business. . . . . . . . . . . . . . . . . . . . . . 4

Item 2.   Description of Property. . . . . . . . . . . . . . . . . . . . . .30

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .30

Item 4.   Submission of Matter to Vote of
          Security Holders . . . . . . . . . . . . . . . . . . . . . . . . .30

Item 5.   Market for Common Equity and Related Stockholder
          Matters and Small Business . . . . . . . . . . . . . . . . . . . .30

Item 6.   Management's Discussion and Analysis
          or Plan of Operation . . . . . . . . . . . . . . . . . . . . . . .37

Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . .43

Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure . . . . . . . . . . . . . . . . . . . . .43

Item 8A.  Controls and Procedures  . . . . . . . . . . . . . . . . . . . . .43

Item 9.   Directors and Executive Officers of the Registrant . . . . . . . .43

Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . .47

Item 11.  Security Ownership of Certain Beneficial Owners and Management . .48

Item 12.  Certain Relationships and Related Transactions . . . . . . . . . .50

Item 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .50

Item 14.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . .51

Item 15.  Principal Accountant Fees and Services . . . . . . . . . . . . . .51

          Signatures and Certifications. . . . . . . . . . . . . . . . . . .52


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                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

To the extent that the information presented in this Annual Report on Form
10-KSB for the year ended December 31, 2003 discusses financial projections,
information or expectations about the products or markets of our company, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Annual Report, in "Management's
Discussion and Analysis". Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. In
addition, we disclaim any obligations to update any forward-looking statements
to reflect events or circumstances after the date of this Annual Report. When
considering such forward-looking statements, readers should keep in mind the
risks referenced above and the other cautionary statements in this Annual
Report.


ITEM 1.   DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

International Card Establishment, Inc.(the "Company") (formerly Summit World
Ventures, Inc.) was incorporated on December 18, 1986 under the laws of the
State of Delaware to engage in any lawful corporate activity, including, but not
limited to, selected mergers and acquisitions. Prior to July 28, 2000, we were
in the developmental stage and could be defined as a "shell" company, whose sole
purpose was to locate and consummate a merger or acquisition with a private
entity, and we did not have any operations. On July 28, 2000, we acquired
iNetEvents, Inc., a Nevada corporation and commenced operations. iNetEvents,
Inc., a Nevada corporation, was incorporated on February 3, 1999 and provided
Internet support and supply software for real time event/convention information
management.

On January 16, 2003, we entered into a Plan and Agreement of Reorganization with
International Card Establishment, Inc., a Nevada corporation and its
shareholders. International Card Establishment, Inc., a Nevada corporation, was


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incorporated on July 26, 2002. As part of the acquisition - a reorganization in
the form of a reverse merger, International Card Establishment, Inc. became our
wholly-owned subsidiary, and there was a change of our control. Following the
International Card Establishment, Inc. acquisition we changed our corporate name
from iNetEvents, Inc. to International Card Establishment, Inc. and reverse
split our outstanding shares of Common Stock on a one for two share basis.

On December 15, 2003 we entered into a Plan and Agreement of Reorganization with
GlobalTech Leasing, Inc., a California corporation and its shareholders. On
December 29, 2003 GlobalTech Leasing, Inc. became our wholly-owned subsidiary.

Our business operations are now conducted primarily through two wholly-owned
subsidiaries: International Card Establishment, Inc., a Nevada corporation
("ICE") and GlobalTech Leasing, Inc., a California corporation ("GTL").
iNetEvents, Inc., a Nevada corporation ("iNet"), will also be maintained as a
separate subsidiary to service and maintain existing, historic iNet business.
ICE is a growing provider of credit and debit card-based payment processing
services for small merchants, that enable those merchants to accept credit
cards, debit cards, and other forms of electronic payments from their customers;
supplies the necessary card readers and other point-of-sale authorization
systems ("POS equipment"), which are often financed by GTL; and, provides
merchant e-commerce solutions. Through its Worldwide Gift & Loyalty division,
ICE also offers merchants a "Smart Card" (a card that stores data digitally on
an embedded chip and not on an analog magnetic stripe) based system that enables
merchants to provide its proprietary gift cards and incentive-purchase cards
that are custom merchant branded. GTL is a growing provider of lease financing
services for POS equipment in amounts generally ranging from $400 to $5,000,
with an average amount financed of approximately $1,600 and an average lease
term of 48 months.

INDUSTRY OVERVIEW

The use of card-based forms of payment, such as credit and debit cards, by
consumers in the United States has steadily increased over the past ten years.
According to The Nilson Report, total expenditures for transactions by U.S.
consumers using card-based systems grew from $0.5 trillion in 1992 to $1.9
trillion in 2002. The proliferation of credit and debit cards has made the
acceptance of card-based payment a necessity for businesses, both large and
small, in order to remain competitive. Consumer expenditures using card-based


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payment methods are expected to grow to $4.6 trillion by 2012, or 50% of all
U.S. payments, representing a compound annual growth rate of 9% from 2002
levels, according to The Nilson Report.

         We believe that the card-based payment processing industry will
continue to benefit from the following trends:

o FAVORABLE DEMOGRAPHICS. As consumers age, we expect that they will continue to
  use the payment technology to which they have grown accustomed. Consumers are
  beginning to use card-based and other electronic payment methods for purchases
  at an earlier age. According to Nellie Mae, the number of college students who
  have credit cards grew from 67% in 1998 to 82% in 2002. As these consumers who
  have witnessed the wide adoption of card products, technology and the Internet
  comprise a greater percentage of the population and increasingly enter the
  work force, we expect that purchases using card-based payment methods will
  comprise an increasing percentage of total consumer spending.

o INCREASED CARD ACCEPTANCE BY SMALL BUSINESSES. Small businesses are a vital
  component of the U.S. economy and are expected to contribute to the increased
  use of card-based payment methods. In 1997, the U.S. Census Bureau estimated
  that approximately 20 million businesses which average less than $1.0 million
  in annual sales in the United States or which had no payroll, generated an
  aggregate of $1.7 trillion in annual sales. We believe that the lower costs
  associated with card-based payment methods are making these services more
  affordable to a larger segment of the small business market. In addition, we
  believe these businesses are experiencing increased pressure to accept
  card-based payment methods in order to remain competitive and to meet consumer
  expectations. As a result, many of these small businesses are seeking, and we
  expect many new small businesses to seek, to provide customers with the
  ability to pay for merchandise and services using credit or debit cards,
  including those in industries that have historically accepted cash and checks
  as the only forms of payment for their merchandise and services.


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o GROWTH IN CARD-NOT-PRESENT TRANSACTIONS. Market researchers expect dramatic
  growth in card-not-present transactions due to the rapid growth of the
  Internet. According to Jupiter Media Corporation, 94% of the dollar value of
  all merchandise and services ordered online by consumers in 2002 was purchased
  using card-based systems. In total, IDC, an independent market intelligence
  firm, expects U.S. consumer electronic commerce to grow from $70 billion in
  2002 to $200 billion in 2007, representing a compound annual growth rate of
  23%. In addition, IDC estimates that approximately two-thirds of all small
  businesses have online capabilities. The prevalence of the Internet makes
  having an online presence a basic consideration for those forming a new
  business today.


THE BUSINESS OF OUR SUBSIDIARY ICE

                                BUSINESS SUMMARY

ICE targets small merchants as its primary customer base. These merchants
generally have a lower volume of credit card transactions, are difficult to
identify and have traditionally been underserved by credit card processors.
Management of ICE estimates that there are approximately 3.2 million merchant
locations in the United States currently accepting Visa and MasterCard credit
cards in the small merchant market segment and that approximately 2.0 million of
such small merchant locations utilize electronic processing for credit card
transactions. Management believes the small and medium-sized merchant market
offers ICE significant growth opportunities for the "first time" installation
and subsequent servicing of credit card authorization and payment systems.

ICE utilizes exclusive contractual relationships with agents and a direct sales
force to reach merchants that would otherwise be difficult to identify and
locate using customary marketing practices. Pursuant to these relationships,
agents and salespersons endorse the processing systems marketed and serviced by
ICE and participate in originating new customers for ICE. Through the use of its
internal sales force and outside agents, management believes ICE's cost
structures will continue to be competitive with the cost structures of its
competitors.

ICE provides comprehensive customer service and support to its merchants
requiring consultative problem solving and account management. ICE also provides
value added products such as Gift & Loyalty and POS equipment financing that
distinguish ICE from its competitors. Management believes that providing


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cost-effective, reliable and responsive service and value added services and
products is an effective long-term strategy to retain its merchant base. Through
internally generated sales of merchant accounts, purchases of merchant account
portfolios, retention of merchants and the increasing use and acceptance of
credit cards, management believes ICE will develop a stable and growing
recurring base of revenues.

                                 MARKET OUTLOOK

Historically, the larger acquiring banks have marketed credit card processing
services to national and regional merchants, not emphasizing small to
medium-sized merchants, as small merchants are often difficult to identify and
expensive to service. This created an opportunity for non-banks, including
independent sales organizations ("ISO") such as ICE, which recognized the
business potential of providing electronic processing to these small merchants.
Management estimates that there are approximately 3.2 million small merchant
locations nationwide accepting Visa and MasterCard credit cards. The transaction
processing industry has undergone rapid consolidation over the last several
years with the three largest acquirers controlling over 50% of the market share.
Merchant requirements for improved customer service and the demands for
additional customer applications have made it difficult for some community and
regional banks and ISO's to remain competitive. Many of these providers are
unwilling or unable to invest the capital required to meet those evolving
demands, and are leaving the transaction processing business or otherwise
seeking partners to provide transaction processing for their customers. Despite
this ongoing consolidation, the industry remains fragmented with respect to the
number of entities providing merchant services. Management believes that these
factors will result in continuing industry consolidation over the next several
years.

                               OPERATING STRATEGY

Focus on Small to Medium-Sized Merchants. ICE has focused its marketing efforts
on small to medium-sized merchants, which have traditionally been underserved by
processing banks. Management believes it understands the unique characteristics
of this market segment and has tailored its marketing and servicing efforts
accordingly. ICE believes it is able to provide credit and debit card processing
at rates that are generally competitive with those available from other
processors.


                                       8.


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Increase Agent Base and Direct Sales Force. ICE utilizes exclusive contractual
relationships with agents and a direct sales force to reach merchants that would
otherwise be difficult to identify and locate using customary marketing
practices. Pursuant to these relationships, agents and salespersons endorse the
processing systems marketed and serviced by ICE and participate in originating
new customers for ICE. Using the leads generated by its agents and direct sales
force provides ICE with a cost-effective means of contacting small merchants
that traditionally have been difficult to reach. ICE actively recruits new
agents and salespersons and is focused on expansion of its agent and salesperson
base as a means of increasing overall revenues.

Deliver Customer Service Support and Value Added Products Services. Management
believes providing cost-effective, reliable and responsive service and value
added products and services is an effective long-term strategy to retain its
merchant base. The size of ICE's merchant base enables it to support a customer
service program designed to provide consultative problem solving and account
management. ICE also distinguishes itself from many competitors by offering
value added products such as Gift & Loyalty and POS equipment financing and will
continue to broaden its product and service offerings which management believes
will appeal to small to medium size merchants.

Increase Operating Efficiencies. Currently, ICE outsources its processing
services from third-parties which have excess capacity and the expertise to
handle ICE's needs.

Management believes because its merchant base generates significant transaction
volume in the aggregate, ICE has been able to negotiate competitive pricing from
its processing providers at favorable rates. Management believes that it will
achieve significant reductions in certain operating expenses through operational
efficiencies, economies of scale and improved labor productivity as overall
revenues increase. ICE intends to outsource processing services as long as it is
economically more attractive than to develop and support these services within
ICE, allowing management to focus on its core business of sales, marketing and
customer service.

Maintain a Stable and Growing Recurring Revenue Base. Through merchant
retention, increased credit card use, and increased direct marketing efforts ICE
has developed a stable and recurring base of revenues. In addition to its high
customer service level, ICE's endorsements from agents and direct salespersons
provide an additional link to its merchants that tend to reduce attrition.


                                       9.


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Furthermore, management believes that the relative smaller size of the merchants
it services make the merchants less likely to change providers because of the
up-front costs associated with a transfer.

                                 GROWTH STRATEGY

ICE's growth strategy is to pursue internal growth through its internal and
independent marketing venues and to acquire complementary merchant portfolios.
Through the use of its agent and direct sales relationships, ICE obtains new
merchant accounts by offering merchants technologically advanced products and
services with better levels of service than those obtainable from other sources.
In addition to increasing its penetration of the small merchant segment
internally, management intends to continue ICE's growth through select
acquisitions of existing ISO's and agents and by the purchase of merchant
portfolios from banks, processors and other independent sales organizations,
assuming adequate financing and acceptable transaction terms are achieved.

                                    MARKETING

ICE's marketing strategy is to solicit prospective merchants primarily through
independent outside agents and through our internal sales force. Our internal
sales force relies primarily on direct mailings which generate inbound call
activity from prospective merchants. Our independent outside agents use a
variety of self-directed marketing methods to reach potential merchants. Under
these arrangements, ICE obtains the exclusive endorsement of the outside agents.

                                  ACQUISITIONS

ICE expects to acquire selected ISO's, agents and merchant portfolios that
complement ICE's existing customer base of small to medium-sized merchants. ICE
will perform an extensive review of the cash flow characteristics of each
portfolio held, the types of business conducted therein, the credit status of
the merchants in the portfolio, ICE's ability to control attrition of the
portfolio and the opportunities the portfolio provides for revenue enhancement
and cost reduction. ICE will then determine a valuation for each acquisition
opportunity based on a combination of these factors.

Management believes the consolidation activity in the transaction processing
industry offers ICE several opportunities for complimentary acquisitions and


                                      10.


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portfolio purchases. ICE's past management experience, established
infrastructure, coupled with operating efficiencies, should enhance ICE's
ability to successfully integrate select acquisitions and related merchant
portfolios on a cost-effective basis.

Smaller ISO's and agents are ICE's primary source of anticipated acquisitions
and portfolio acquisitions. It is not uncommon for the smaller ISO and agent to
have built merchant portfolios to the limits of their servicing capabilities,
are facing increasing competitive pressures from larger, lower cost providers
and/or are seeking additional liquidity. Another source of portfolio
acquisitions are commercial banks which, in an effort to lower their internal
overhead, often sell or outsource their credit card servicing operations,
creating the opportunity for buyers to acquire the existing merchant portfolio.
Often, the small-merchant portion of these portfolios is viewed as being
unattractive by acquiring banks or third-party processors and can be acquired at
favorable terms. Management believes that select ISO and agent acquisitions, as
well as portfolio acquisitions, will continue to be an important source of our
overall revenue growth in the immediate future.

                            PROCESSING RELATIONSHIPS

ICE markets credit and debit card based payment processing services pursuant to
a contractual relationship (the "Processing Agreement") with Wells Fargo Bank, a
processing bank and member of Visa and MasterCard and Cardservice International,
Inc. ("Cardservice"). The Processing Agreement provides that Wells Fargo Bank
will process merchant credit card transactions as an Acquiring bank and that
Cardservice is responsible for all other processing and accounting functions
relating to the clearing and settlement of credit card transactions, including
merchant processing and settlement; merchant credit research; merchant
activation and approval; merchant security and recovery; merchant customer
services; merchant chargeback and retrieval services; and other related back
office services. The Processing Agreement provides ICE is paid a percentage of
its aggregate merchant's gross processing revenue and ancillary fees, on a
monthly basis, for as long as the merchants utilize Cardservice processing
services and ICE is in compliance with the Processing Agreement.

Under the Processing Agreement ICE bears no liability for any unfulfilled
chargebacks or merchant fraud. The Processing Agreement may be terminated by any
of the parties in the event of default of obligations, insolvency or
receivership, or failure to make payments when due or to abide by the rules and


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regulations of Visa and MasterCard. ICE solicits, on a non-exclusive basis,
merchants to process transactions under the Processing Agreement.

The Processing Agreement contains aspects of both marketing and service. The
marketing portions of the agreements permit ICE and its authorized agents to
originate new merchants on an exclusive basis, which then enter into contractual
agreements with Wells Fargo and Cardservice for processing of credit card
transactions. The service portion of the agreements permits ICE to provide
appropriate service (including terminal programming and shipping, employee
training, equipment supply and repair and operational support) to the merchants
solicited to process under the Processing Agreement.  Although the marketing
portion of the Processing Agreement is limited as to time, the service portion
is not. Accordingly, ICE has a right to continue to receive revenues under the
Processing Agreement, so long as ICE remains in compliance with the provisions
of the Processing Agreement.


                                MERCHANT CLIENTS

ICE serves a diverse portfolio of small to medium-sized merchant clients,
primarily in general retail industries. Currently, no one customer accounts for
more than 10.0% of ICE's charge volume. This client diversification has
contributed to ICE's growth despite the varying economic conditions of the
regions in which its merchants are located.

Merchant attrition is an expected aspect of the credit card processing business.
Historically, ICE's attrition has related to merchants going out of business,
merchants returning to local processing banks or merchants transferring to
competitors for rates ICE was unwilling to match.

Merchant fraud is another expected aspect of the credit card processing
business. Generally, ICE is not responsible for fraudulent credit card
transactions of its merchants. Examples of merchant fraud include inputting
false sales transactions or false credits. The parties to the Processing
Agreement monitor merchant charge volume, average charge and number of
transactions, as well as check for unusual patterns in the charges, returns and
chargebacks processed. As part of its fraud avoidance policies, ICE generally
will not process for certain types of businesses which provide future services
wherein incidents of fraud have been common. Generally, ICE is not responsible
for cardholder fraud.


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                                MERCHANT SERVICES

Management believes providing cost-effective, reliable and responsible service
is an effective method of retaining merchant clients. ICE maintains personnel
and systems necessary for providing such services directly to merchants and has
developed a comprehensive program involving consultative problem solving and
account management. ICE maintains a help desk to respond to inquiries from
merchants regarding terminal, communication and training issues. Service
personnel provide terminal application consultation by telephone and regularly
reprogram terminals via telephone lines to accommodate particular merchant needs
regarding program enhancements, terminal malfunctions and Visa and MasterCard
regulations. In addition, merchants may obtain direct, personal assistance in
reconciling network and communications problems, including problems with network
outages and local phone company services. ICE continually reviews its customer
service program to further enhance the customer service it provides and to
accommodate future growth of ICE's merchant base. ICE routinely sells or leases
POS equipment to its merchant customers. ICE's terminals are "down-loadable,"
meaning additional services, such as authorization or payment services for
additional credit cards, can be installed in the terminal electronically from
ICE's offices without the necessity of replacement equipment or an on-site
installation visit. Additionally, peripheral equipment such as pin pads and
printers can easily be forwarded to the merchants upon request. ICE also loans,
tests and ships POS equipment directly to merchant locations, and provides
complete repair-or-replacement services for malfunctioning terminals. Generally,
ICE can arrange for delivery of replacement terminals by overnight courier.

                                   COMPETITION

The market for providing electronic bank card authorization and payment systems
to retail merchants is highly competitive. ICE competes in this market primarily
on the basis of price, technological capability, customer service and breadth of
product and services. Many small and large companies compete with us in
providing payment processing services and related services for card-not-present
and card-present transactions to a wide range of merchants. There are a number
of large transaction processors, including First Data Merchant Services
Corporation, National Processing, Inc., Global Payments, Inc. and NOVA
Information Systems, Inc. (a subsidiary of U.S. Bancorp), that serve a broad
market spectrum from large to small merchants and provide banking, ATM and other


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payment-related services and systems in addition to card-based payment
processing. There are also a large number of smaller transaction processors that
provide various services to small and medium sized merchants. Many of our
competitors have substantially greater capital resources than ICE and operate as
subsidiaries of financial institutions or bank holding companies, which may
allow them on a consolidated basis to own and conduct depository and other
banking activities that we do not have the regulatory authority to own or
conduct. We believe that our specific focus on small to medium size merchants
and our breadth of products and services, in addition to our understanding of
the needs and risks associated with providing payment processing services to
these merchants and ISOs, gives ICE a competitive advantage over larger
competitors, which have a broader market perspective and often are not able to
accommodate the demands of small to medium size merchants.


THE BUSINESS OF OUR SUBSIDIARY GTL

                                BUSINESS SUMMARY

GTL is a rapidly growing commercial finance company that leases and rents POS
equipment to small and medium sized merchants. The POS equipment is utilized by
merchants in their daily operations to process credit and debit card
transactions. The cost of POS equipment financed by GTL ranges in amount from
$400 to $5,000, with an average amount financed of approximately $1,600 and an
average lease term of 48 months. GTL does not market its services directly to
merchants, but sources leasing transactions through a nationwide network of over
500 ISOs. GTL uses an industry standard risk-adjusted pricing model for credit
approval and underwriting. All of the leases originated by GTL are currently for
POS equipment which authorize card-based payment transactions. POS equipment
includes a POS terminal capable of reading a cardholder's account information
from the card's magnetic stripe or computer chip and combining this information
with the amount of sale entered via a POS terminal keypad, or POS software used
on a personal computer to process a sale. The terminal electronically transmits
the sale and cardholder information over a communications network to a data
center and then displays the returned authorization or verification response on
the POS terminal. GTL accepts lease applications via the internet, facsimile,
e-mail and direct mail.

GTL originates leases for POS equipment that typically has limited distribution
channels and high selling costs. GTL facilitates the sale of POS equipment by


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ISOs by making the equipment available to the ISO's customers for a small
monthly lease payment rather than a high initial purchase price. GTL primarily
leases and rents low-priced POS equipment to small to medium sized merchants.
GTL originates leases in all 50 states of the United States. As of December 31,
2003 and 2002, leases in California, Texas, Florida, Washington and Colorado
accounted for approximately 54% of the Company's business. Only California
accounted for more than 10% of the total business as of December 31, 2002 and
2003 at approximately 19%. None of the remaining states accounted for more than
10% of such total.


                            TERMS OF EQUIPMENT LEASES

Substantially all equipment leases originated or acquired by GTL are
non-cancelable. In a typical lease transaction, GTL originates leases for
merchants referred to it by ISOs and buys the underlying POS equipment from the
referring ISO upon the funding of an approved application. Leases are structured
with limited recourse to the referring ISO, with risk of loss in the event of
default by the merchant-lessee residing with GTL in most cases. GTL sells a
majority of its leases on a discounted cash flow basis and retains a small
portfolio. GTL performs processing, billing and collection functions for leases
held and not resold.

GTL leases are originated with a schedule of payments that are sufficient in
aggregate to cover the borrowing costs and the costs of the underlying
equipment, and to provide an appropriate margin to GTL or its assignee.
Throughout the term of the lease, GTL or its assignee is able to charge late
fees, prepayment penalties, loss and damage waiver fees and other service fees,
when applicable. Initial terms of the leases in GTL's portfolio and those sold
generally range from 12 to 48 months, with an average initial term of 46 months
as of December 31, 2003. GTL offers 12, 24, 36, and 48 month "fair market value"
lease products, with an option at the end of the lease for the merchant to, (a)
purchase the equipment for its then "fair market value," (b) return the
equipment, or (c) continue to rent the equipment on a month-to-month basis.
GTL's principal product is a 48 month lease that provides a $1,900 POS equipment
terminal, for which a merchant pays an average of $52 per month. The average
residual value of the POS equipment is $250-$350.

The terms and conditions of all GTL leases are substantially similar. In most
cases, the agreements require merchant-lessees to: (i) maintain, service and
operate the equipment in accordance with the manufacturer's and government-


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mandated procedures; (ii) insure the equipment against property and casualty
loss; (iii) pay all taxes associated with the equipment; and (iv) make all
scheduled contract payments regardless of the performance of the equipment.
GTL's standard lease forms provide that in the event of a default by the
merchant-lessee, GTL can require payment of liquidated damages and can seize and
remove the equipment for subsequent sale, refinancing or other disposal at its
discretion. Any additions, modifications or upgrades to the equipment,
regardless of the source of payment, are automatically incorporated into, and
deemed a part of, the equipment financed.

GTL seeks to protect itself from certain credit exposure by entering into
limited recourse agreements with its referring ISOs, under which the ISO agrees
to reimburse GTL for payment of defaulted amounts under certain circumstances,
primarily merchant-lessee defaults within the first month following lease
origination, and upon evidence of ISO error or misrepresentation in connection
with the origination of a merchant-lease or contract.

                                 MARKET OUTLOOK

In many respects, the market for microticket POS equipment leasing closely
parallels that of the merchant acquiring business. In other words, the same
agents and ISOs that solicit merchant account applications are the primary
conduit for new lease applications. Consistent with the exponential growth of
card-based payment methods, the deployment of POS equipment is expected to
undergo similar growth. According to the Nilson Report, the number of POS
terminals installed worldwide is projected to grow from approximately 35 million
currently to 60 million by the end of the decade. Furthermore, as a result of
technological advances in communications, the industry is believed to be on the
verge of certain replacement of significant numbers of existing POS terminals.
Internet protocol-based technologies, in particular, dramatically reduce the
time it takes to process a card payment versus traditional dial-up POS
terminals. Consumer demand for faster transactions is expected to drive
merchants to broadly adopt the technologies.

                                    MARKETING

Management believes that GTL has developed a strong reputation in the industry
for offering lease programs, customer service, and training that are well suited
to the needs of small to mid-size ISOs. GTL does not market its services
directly to merchants, but sources leasing transactions through a nationwide


                                      16.


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network of over 500 ISOs. These ISOs originated approximately 5,500 GTL leases
in 2003. One ISO accounted for approximately 40% and 35% of all originations
during the years ended December 31, 2002, and 2003, respectively. Another ISO
accounted for approximately 5% of all originations during the years ended
December 31, 2002 and 2003, respectively. No other ISO accounted for more than
10% of the Company's origination volume during the years ended December 31,
2002, or 2003.

GTL does not sign exclusive agreements with its referring ISOs. These ISOs
interact with merchants directly and typically market not only POS equipment,
but also lease financing through GTL and merchant processing services.

A majority of GTL's referring ISOs are obtained through word-of-mouth and
direct contact by either the ISO or GTL. Typically, an interested ISO contacts
GTL to inquire about the rates and other specifics of GTL's various leasing
programs. In addition, GTL actively solicits the leasing business of many ISOs
through direct contact by management. GTL actively promotes its name and
reputation within the industry by utilizing a combination of print advertising
and attendance at major industry trade shows.

                                USE OF TECHNOLOGY

GTL's business is operationally intensive, due in part to the small average
dollar amount financed per lease transaction. Accordingly, technology is
critical in keeping servicing costs to a minimum while providing quality
customer service.

GTL has developed Lease Manager(TM), an application processing, credit approval
and Report Writing tool. Using Lease Manager (TM), information can be tracked on
individual transactions from credit entry stage through funding at multiple
levels. While maintaining the ability to use software to automatically score
credits, GTL prefers to have each transactions reviewed by credit personnel. GTL
also offers FAXLEASE, a program that allows an ISO to submit applications by
telecopy or e-mail to a GTL representative, receive approval, and complete a
lease financing from a merchant-lessee's location. By assisting its ISOs in
providing timely, convenient and competitive financing for their POS equipment
and offering ISOs a variety of value-added services, GTL simultaneously promotes
POS equipment leases and the utilization of GTL as the preferred finance
provider, thus differentiating GTL from its competitors.


                                      17.


<PAGE>


GTL has used its proprietary software that uses our credit scoring model to
generate generic and individual program pricing of its leases commensurate with
the risk assumed. The software determines the price at which the lease can be
underwritten and corresponding anticipated margins. GTL uses credit scoring in
most of all leases underwritten.

                                  UNDERWRITING

The nature of GTL's business requires two levels of review in connection with
the underwriting of a POS equipment lease: the first focuses on the merchant
that will be leasing the POS equipment and the second focuses on the referring
ISO. The approval process begins with the submission by telephone, facsimile or
electronic transmission of a credit application by the ISO. Upon submission, GTL
conducts its own independent credit investigation of the potential
merchant-lessee through recognized commercial credit reporting agencies such as
Experian, Equifax and TransUnion. GTL's scoring system and staff evaluate this
information plus that supplied on the credit application. Following the scoring
of the credit, GTL's credit department analyzes both the quality and amount of
credit history that was presented to determine a final score. GTL uses this
information to underwrite a broad range of credit risks and provide leasing in
situations where traditional credit sources may be unable or unwilling to
provide such financing. The credit scoring model has been used by some of the
largest lessors in the micro-ticket sector for the last 12 years. In situations
where the amount financed is over $4,500, GTL requires additional information in
the form of financial statements and references from the potential
merchant-lessee. In certain instances, GTL will require the merchant-lessee to
provide verification of its businesses credentials, size and history.

The second aspect of the credit decision involves an assessment of the
originating ISO. GTL referring ISOs undergo both an initial screening process
and ongoing evaluation, including an examination of ISO portfolio credit quality
and performance, lessee complaints, cases of fraud or misrepresentation, aging
studies, number of applications and conversion rates for applications. This
ongoing assessment enables GTL to manage its ISO relationships, including ending
relationships with poorly performing ISOs.

Upon credit approval, GTL requires receipt of signed lease documentation on
GTL's standard lease form before funding. Once the POS equipment is shipped and
installed, the ISO invoices GTL, and thereafter, GTL verifies that the


                                      18.


<PAGE>


merchant-lessee has received and accepted the equipment. Upon the
merchant-lessee authorizing payment to the ISO, the lease is forwarded to the
GTL's funding and documentation department for funding, transaction accounting,
and potential resale.

                            SERVICING AND COLLECTIONS

GTL performs all servicing functions on its leases which are not resold.
Servicing responsibilities generally include billing, processing payments,
remitting payments to ISOs, paying taxes and insurance and performing collection
and liquidation functions.

GTL uses Lease Manager (TM) to handle application tracking, invoicing, and
payment processing, and report writing for all leases. GTL also uses an
internally developed software program for ACH debiting and collections on its
internal lease portfolio. The system is linked with bank accounts for payment
processing and provides for direct withdrawal of lease payments. GTL monitors
delinquent accounts on internal portfolios as well as those held in sold
portfolios. GTL works closely with its funding sources to enhance its customer
service and collection efforts. GTL uses outside collection agencies and
attorneys to collect funds due from ISOs based on defaults, fraud and
misrepresentation.

                                   COMPETITION

The microticket leasing and financing industry is competitive and fragmented.
GTL competes for customers with a small number of major national finance
companies, including Lease Finance Group, a subsidiary if CIT Financial, Inc.
Northern Leasing Systems, Inc. and its subsidiary Golden Eagle Leasing, Inc. and
a large number of small finance companies. GTL's competitors also include POS
equipment manufacturers that lease or finance the sale of their own products.
While the market for microticket financing has traditionally been fragmented,
GTL could also be faced with competition from small- or large-ticket leasing
companies that could use their expertise in those markets to enter and compete
in the microticket financing market. GTL's competitors include larger, more
established companies, some of which possess substantially greater financial,
marketing and operational resources than GTL, including a lower cost of funds
and access to capital markets and to other funding sources which may be
unavailable to GTL.


                                      19.


<PAGE>



PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS, INCLUDING DURATION

We have no patents, trademarks, franchises, concessions, royalty agreements or
labor contracts.

EMPLOYEES

As of December 31, 2003, we had 32 full-time employees, and 1 part time
employees. Management believes that its relationship with its employees is
excellent. None of our employees are members of a collective bargaining unit.

RISK FACTORS

In addition to the risks and other considerations discussed elsewhere in this
annual report, set forth below is a discussion of certain risk factors relating
to our business and operations. These risk factors are drafted in "Plain
English" format in accordance with Rule 421 of the Securities Act. Accordingly,
references to "we" and "our" refer to ICE and its subsidiaries.

                         RISKS RELATING TO OUR BUSINESS

WE HAVE A HISTORY OF OPERATING LOSSES AND WILL NEED TO GENERATE SIGNIFICANT
REVENUES TO ACHIEVE OR MAINTAIN OUR PROFITABILITY.

Since inception, we have been engaged in start-up activities relating to the
establishment of our payment processing business and developing a portfolio of
merchant accounts to grow our business, both of which require substantial
capital and other expenditures. As a result, we have not sustained
profitability, and may continue to incur losses in the future. We had a net loss
before income taxes of $546,896 for the year ended December 31, 2003 and a net
loss before income taxes of $17,406 for the year ended December 31, 2002. We
expect our cash needs to increase significantly for the next several years as
we:

o acquire additional payment processing businesses and portfolios of merchant
  accounts;
o increase awareness of our services;
o expand our customer support and service operations;
o hire additional marketing, customer support and administrative personnel; and
o implement new and upgraded operational and financial systems, procedures and
  controls.


                                      20.


<PAGE>


As a result of these continuing expenses, we need to generate significant
revenues to achieve and maintain profitability. If we do not continue to
increase our revenues, our business, results of operations and financial
condition could be materially and adversely affected.

WE RELY ON BANK SPONSORS, WHICH HAVE SUBSTANTIAL DISCRETION WITH RESPECT TO
CERTAIN ELEMENTS OF OUR BUSINESS PRACTICES, IN ORDER TO PROCESS BANKCARD
TRANSACTIONS; IF THESE SPONSORSHIPS ARE TERMINATED AND WE ARE NOT ABLE TO SECURE
OR SUCCESSFULLY MIGRATE MERCHANT PORTFOLIOS TO NEW BANK SPONSORS, WE WILL NOT BE
ABLE TO CONDUCT OUR BUSINESS.

Because we are not a bank, we are unable to belong to and directly access the
Visa and MasterCard bankcard associations. Visa and MasterCard operating
regulations require us to be sponsored by a bank in order to process bankcard
transactions. We are currently registered with Visa and MasterCard through the
sponsorship of Wells Fargo Bank which is a member of the card associations. If
this sponsorship is terminated and we are unable to secure a bank sponsor, we
will not be able to process bankcard transactions. Furthermore, our agreements
with our sponsoring bank gives the sponsoring bank substantial discretion in
approving certain elements of our business practices, including our
solicitation, application and qualification procedures for merchants, the terms
of our agreements with merchants, the processing fees that we charge, our
customer service levels and our use of independent sales organizations. We
cannot guarantee that our sponsoring banks' actions under these agreements will
not be detrimental to us.

IF WE OR OUR BANK SPONSOR FAILS TO ADHERE TO THE STANDARDS OF THE VISA AND
MASTERCARD CREDIT CARD ASSOCIATIONS, OUR REGISTRATIONS WITH THESE ASSOCIATIONS
COULD BE TERMINATED AND WE COULD BE REQUIRED TO STOP PROVIDING PAYMENT
PROCESSING SERVICES FOR VISA AND MASTERCARD.

Substantially all of the transactions we process involve Visa or MasterCard. If
we or our bank sponsor fails to comply with the applicable requirements of the
Visa and MasterCard credit card associations, Visa or MasterCard could suspend
or terminate our registration. The termination of our registration or any
changes in the Visa or MasterCard rules that would impair our registration could
require us to stop providing payment processing services.


                                      21.


<PAGE>


WE RELY ON OTHER CARD PAYMENT PROCESSORS AND SERVICE PROVIDERS; IF THEY FAIL OR
NO LONGER AGREE TO PROVIDE THEIR SERVICES, OUR MERCHANT RELATIONSHIPS COULD BE
ADVERSELY AFFECTED AND WE COULD LOSE BUSINESS.

We rely on agreements with other large payment processing organizations,
primarily Cardservice International, Inc., a subsidiary of First Data Merchant
Services Corporation, to enable us to provide card authorization, data capture,
settlement and merchant accounting services and access to various reporting
tools for the merchants we serve. Many of these organizations and service
providers are our competitors and we do not have long-term contracts with any of
them. Typically, our contracts with these third parties are for one-year terms
and are subject to cancellation upon limited notice by either party.

The termination by our service providers of their arrangements with us or their
failure to perform their services efficiently and effectively may adversely
affect our relationships with the merchants whose accounts we serve and may
cause those merchants to terminate their processing agreements with us.

TO ACQUIRE AND RETAIN MERCHANT ACCOUNTS, WE DEPEND ON AGENTS AND ISOS THAT DO
NOT SERVE US EXCLUSIVELY.

We rely primarily on the efforts of agents and ISOs to market our services to
merchants seeking to establish an account with a payment processor. ISOs are
companies that seek to introduce both newly-established and existing small
merchants, including retailers, restaurants and service providers, such as
physicians, to providers of transaction payment processing services. Many of the
ISOs that refer merchants to us are not exclusive to us and many of them have
the right to refer merchants to other service providers. Our failure to maintain
our relationships with our existing agents and ISOs and those serving other
service providers that we may acquire, and to recruit and establish new
relationships with other agents and ISOs, could adversely affect our revenues
and internal growth and increase our merchant attrition.

ON OCCASION, WE EXPERIENCE INCREASES IN INTERCHANGE AND SPONSORSHIP FEES; IF WE
CANNOT PASS THESE INCREASES ALONG TO OUR MERCHANTS, OUR PROFIT MARGINS WILL BE
REDUCED.

We pay interchange fees or assessments to card associations for each transaction
we process using their credit and debit cards. From time to time, the card
associations increase the interchange fees that they charge processors and the
sponsoring banks. For example, Visa last increased its interchange fees for
retail transactions by an average of 2.8% in October 2002. In its sole


                                      22.


<PAGE>


discretion, our sponsoring bank has the right to pass any increases in
interchange fees on to us. In addition, our sponsoring bank may seek to increase
its Visa and MasterCard sponsorship fees to us, all of which are based upon the
dollar amount of the payment transactions we process. If we are not able to pass
these fee increases along to merchants through corresponding increases in our
processing fees, our profit margins will be reduced.

THE LOSS OF KEY PERSONNEL OR DAMAGE TO THEIR REPUTATIONS COULD ADVERSELY AFFECT
OUR RELATIONSHIPS WITH AGENTS, ISOS, CARD ASSOCIATIONS, BANK SPONSORS AND OUR
OTHER SERVICE PROVIDERS, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.

Our success depends upon the continued services of our senior management and
other key employees, in particular Jonathan Severn, our Chairman and President,
many of whom have substantial experience in the payment processing industry and
the small merchant markets in which we offer our services. In addition, our
success depends in large part upon the reputation and influence within the
industry of Mr. Severn, who has, along with our other senior managers, over
their years in the industry, developed long standing and highly favorable
relationships with agents, ISOs, card associations, bank sponsors and other
payment processing and service providers. We would expect that the loss of the
services of one or more of our key employees, particularly Mr. Severn, would
have an adverse effect on our operations. We would also expect that any damage
to the reputation of our senior managers, including Mr. Severn, would adversely
affect our business. We do not maintain any "key person" life insurance on any
of our employees, including Mr. Severn.

THE PAYMENT PROCESSING INDUSTRY IS HIGHLY COMPETITIVE AND SUCH COMPETITION IS
LIKELY TO INCREASE, WHICH MAY FURTHER ADVERSELY INFLUENCE OUR PRICES TO
MERCHANTS, AND AS A RESULT, OUR PROFIT MARGINS.

The market for card processing services is highly competitive. The level of
competition has increased in recent years, and other providers of processing
services have established a sizable market share in the small merchant
processing sector. Some of our competitors are financial institutions,
subsidiaries of financial institutions or well-established payment processing
companies that have substantially greater capital and technological, management
and marketing resources than we have. There are also a large number of small
providers of processing services that provide various ranges of services to
small and medium sized merchants. This competition may influence the prices we


                                      23.


<PAGE>


can charge and requires us to control costs aggressively in order to maintain
acceptable profit margins. In addition, our competitors continue to consolidate
as large banks merge and combine their networks. This consolidation may also
require that we increase the consideration we pay for future acquisitions and
could adversely affect the number of attractive acquisition opportunities
presented to us.

INCREASED ATTRITION IN MERCHANT CHARGE VOLUME DUE TO AN INCREASE IN CLOSED
MERCHANT ACCOUNTS THAT WE CANNOT ANTICIPATE OR OFFSET WITH NEW ACCOUNTS MAY
REDUCE OUR REVENUES.

We experience attrition in merchant charge volume in the ordinary course of
business resulting from several factors, including business closures, transfers
of merchants' accounts to our competitors and account "closures" that are
initiated due to heightened credit risks relating to, and contract breaches by,
a merchant. In addition, substantially all of our processing contracts with
merchants may be terminated by either party on relatively short notice, allowing
merchants to move their processing accounts to other providers with minimal
financial liability and cost. Increased attrition in merchant charge volume may
have a material adverse effect on our financial condition and results of
operations. We cannot predict the level of attrition in the future, particularly
in connection with our acquisitions of portfolios of merchant accounts. If we
are unable to increase our transaction volume and establish accounts with new
merchants in order to counter the effect of this attrition, or, if we experience
a higher level of attrition in merchant charge volume than we anticipate, our
revenues will decrease.

WE FACE UNCERTAINTY ABOUT ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL NEEDS,
WHICH MAY PREVENT US FROM GROWING OUR BUSINESS.

To achieve our business objectives we will require significant additional
financing for working capital and capital expenditures that we may raise through
public or private sales of our debt and equity securities, joint ventures and
strategic partnerships. No assurance can be given that such additional funds
will be available to us on acceptable terms, if at all. When we raise additional
funds by issuing equity securities, dilution to our existing stockholders will
result. If adequate additional funds are not available to us, we may be required
to significantly curtail the development of one or more of our projects and our
projections and results of operations would be materially and adversely
affected.


                                      24.


<PAGE>


WE CURRENTLY RELY SOLELY ON COMMON LAW TO PROTECT OUR INTELLECTUAL PROPERTY;
SHOULD WE SEEK ADDITIONAL PROTECTION IN THE FUTURE, WE MAY FAIL TO SUCCESSFULLY
REGISTER OUR TRADEMARKS, CAUSING US TO POTENTIALLY LOSE OUR RIGHTS TO USE THESE
MARKS.

Currently, we do not have any patents, copyrights or registered marks. We rely
on common law rights to protect our marks and logos. We do not rely heavily on
the recognition of our marks to obtain and maintain business. We intend to apply
for trademark registration for certain of our marks. However, we cannot assure
you that any such applications will be approved. Even if they are approved,
these trademarks may be successfully challenged by others or invalidated. If our
trademark registrations are not approved because third parties own these
trademarks, our use of these trademarks will be restricted or completely
prohibited unless we enter into agreements with these parties which may not be
available on commercially reasonable terms, or at all.

NEW AND POTENTIAL GOVERNMENTAL REGULATIONS DESIGNED TO PROTECT OR LIMIT ACCESS
TO CONSUMER INFORMATION COULD ADVERSELY AFFECT OUR ABILITY TO PROVIDE THE
SERVICES WE PROVIDE OUR MERCHANTS.

Due to the increasing public concern over consumer privacy rights, governmental
bodies in the United States and abroad have adopted, and are considering
adopting additional laws and regulations restricting the purchase, sale and
sharing of personal information about customers. For example, the
Gramm-Leach-Bliley Act requires non-affiliated third party service providers to
financial institutions to take certain steps to ensure the privacy and security
of consumer financial information. We believe our present activities fall under
exceptions to the consumer notice and opt-out requirements contained in this law
for third party service providers to financial institutions. The law, however,
is new and there have been very few rulings on its interpretation. We believe
that current legislation permits us to access and use this information as we do
now. The laws governing privacy generally remain unsettled, however, even in
areas where there has been some legislative action, such as the
Gramm-Leach-Bliley Act and other consumer statutes, it is difficult to determine
whether and how existing and proposed privacy laws will apply to our business.
Limitations on our ability to access and use customer information could
adversely affect our ability to provide the services we offer to our merchants
or could impair the value of these services.

Several states have proposed legislation that would limit the uses of personal
information gathered using the Internet. Some proposals would require
proprietary online service providers and website owners to establish privacy
policies. Congress has also considered privacy legislation that could further


                                      25.


<PAGE>


regulate use of consumer information obtained over the Internet or in other
ways. The Federal Trade Commission has also recently settled a proceeding with
one on-line service regarding the manner in which personal information is
collected from users and provided to third parties. Our compliance with these
privacy laws and related regulations could materially affect our operations.

Changes to existing laws or the passage of new laws could, among other things:

o create uncertainty in the marketplace that could reduce demand for our
  services;
o limit our ability to collect and to use merchant and cardholder data;
o increase the cost of doing business as a result of litigation costs or
  increased operating costs; or
o in some other manner have a material adverse effect on our business, results
  of operations and financial condition.

WE DO NOT INTEND TO PAY CASH DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE.

We currently anticipate that we will retain all future earnings, if any, to
finance the growth and development of our business and do not anticipate paying
cash dividends on our common stock in the foreseeable future. Any payment of
cash dividends will depend upon our financial condition, capital requirements,
earnings and other factors deemed relevant by our board of directors.

GLOBALTECH LEASING IS ENGAGED IN MICROTICKET LEASING OF POINT-OF-SALE RELATED
APPLIANCES. BY NATURE, THIS ACTIVITY CARRIES A HIGH RATE OF LEASE DEFAULT THAT,
IF EXCESSIVE, CAN RESULT IN A SUBSTANTIAL WRITE-OFF OF OUR LEASE PORTFOLIO AND
FURTHER IMPAIR PROFITABILITY.

GlobalTech Leasing, Inc., our equipment leasing subsidiary, is focused on
providing microticket leasing (generally less than $5,000) through nation-wide
vendors of equipment in defined niche markets that are not served by traditional
lessors. GlobalTech Leasing's primary market is that of point-of-sale equipment,
the leases for which currently account for nearly its entire portfolio.
GlobalTech leasing originates its leases directly with the equipment end-user,
which for point-of-sale equipment is most often a merchant. GlobalTech Leasing's
microticket leasing business is characterized by high incidences of
delinquencies, which in turn can lead to significant levels of loan losses.


                                      26.


<PAGE>


Revenues and results of operations could be substantially impaired if existing
lease loss reserves prove inadequate or leases originated in the future
experience a default rate greater than that for which reserves are established
at the time of inception.

THE LOSS OF ONE OR MORE OF OUR KEY GLOBALTECH LEASING CUSTOMERS COULD
SIGNIFICANTLY REDUCE OUR REVENUES AND ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.

GlobalTech Leasing has derived, a significant portion of its revenues from a
limited number of large customers. For the fiscal years ended December 31, 2002
and 2003, respectively GlobalTech Leasing's largest customer accounted for 40%
and 36% of its net revenue.

GLOBALTECH LEASING'S INABILITY TO ACQUIRE SUFFICIENT CREDIT LINES COULD
ADVERSELY AFFECT FUTURE REVENUE GROWTH.

GlobalTech Leasing currently sells a majority of its leases on a daily basis to
an outside financial institution. Our projections and future growth rely to a
significant extent on obtaining lines of credit that will allow us to hold
leases originated by us to and beyond the original term, resulting in a greater
yield to us. In the event we are unable to secure sufficient credit lines or if
we were unable to sell our leases to an outside financial institution our
results of operations and financial condition could be materially and adversely
affected.

                         RISKS RELATING TO ACQUISITIONS

We intend to acquire other providers of payment processing services and
portfolios of merchant processing accounts. These acquisitions entail risks in
addition to those incidental to the normal conduct of our business.

REVENUES GENERATED BY ACQUIRED BUSINESSES OR ACCOUNT PORTFOLIOS MAY BE LESS THAN
ANTICIPATED, RESULTING IN LOSSES OR A DECLINE IN PROFITS, AS WELL AS POTENTIAL
IMPAIRMENT CHARGES.

In evaluating and determining the purchase price for a prospective acquisition,
we estimate the future revenues from that acquisition based on the historical
transaction volume of the acquired provider of payment processing services or
portfolio of merchant accounts. Following an acquisition, it is customary to
experience some attrition in the number of merchants serviced by an acquired


                                      27.


<PAGE>


provider of payment processing services or included in an acquired portfolio of
merchant accounts. Should the rate of post-acquisition merchant attrition exceed
the rate we have forecasted, the revenues generated by the acquired providers of
payment processing services or portfolio of accounts may be less than we
estimated, which could result in losses or a decline in profits, as well as
potential impairment charges.

WE MAY FAIL TO UNCOVER ALL LIABILITIES OF ACQUISITION TARGETS THROUGH THE DUE
DILIGENCE PROCESS PRIOR TO AN ACQUISITION, EXPOSING US TO POTENTIALLY LARGE,
UNANTICIPATED COSTS.

Prior to the consummation of any acquisition, we perform a due diligence review
of the provider of payment processing services or portfolio of merchant accounts
that we propose to acquire. Our due diligence review, however, may not
adequately uncover all of the contingent or undisclosed liabilities we may incur
as a consequence of the proposed acquisition.

WE MAY ENCOUNTER DELAYS AND OPERATIONAL DIFFICULTIES IN COMPLETING THE NECESSARY
TRANSFER OF DATA PROCESSING FUNCTIONS AND CONNECTING SYSTEMS LINKS REQUIRED BY
AN ACQUISITION, RESULTING IN INCREASED COSTS FOR, AND A DELAY IN THE REALIZATION
OF REVENUES FROM, THAT ACQUISITION.

The acquisition of a provider of payment processing services, as well as a
portfolio of merchant processing accounts, requires the transfer of various data
processing functions and connecting links to our systems and those of our own
third party service providers. If the transfer of these functions and links does
not occur rapidly and smoothly, payment processing delays and errors may occur,
resulting in a loss of revenues, increased merchant attrition and increased
expenditures to correct the transitional problems, which could preclude our
attainment of, or reduce, our profits.

SPECIAL NON-RECURRING AND INTEGRATION COSTS ASSOCIATED WITH ACQUISITIONS COULD
ADVERSELY AFFECT OUR OPERATING RESULTS IN THE PERIODS FOLLOWING THESE
ACQUISITIONS.

In connection with some acquisitions, we may incur non-recurring severance
expenses, restructuring charges and change of control payments. These expenses,
charges and payments, as well as the initial costs of integrating the personnel
and facilities of an acquired business with those of our existing operations,
may adversely affect our operating results during the initial financial periods
following an acquisition. In addition, the integration of newly acquired
companies may lead to diversion of management attention from other ongoing
business concerns.


                                      28.


<PAGE>


OUR FACILITIES, PERSONNEL AND FINANCIAL AND MANAGEMENT SYSTEMS MAY NOT BE
ADEQUATE TO EFFECTIVELY MANAGE THE FUTURE EXPANSION WE BELIEVE NECESSARY TO
INCREASE OUR REVENUES AND REMAIN COMPETITIVE.

We anticipate that future expansion will be necessary in order to increase our
revenues. In order to effectively manage our expansion, we may need to attract
and hire additional sales, administrative, operations and management personnel.
We cannot assure you that our facilities, personnel and financial and management
systems and controls will be adequate to support the expansion of our
operations, and provide adequate levels of service to our merchants, agents and
ISOs. If we fail to effectively manage our growth, our business could be harmed.

                          RISKS RELATING TO THE MARKET

THE POSSIBLE RULE 144 SALES BY EXISTING SHAREHOLDERS MAY HAVE AN ADVERSE EFFECT
ON THE MARKET VALUE OF THE COMPANY AND THE PRICE OF THE STOCK.

16,272,751 of the our presently outstanding 18,981,248 shares of Common Stock
are "restricted securities" for purposes of the federal securities laws, and in
the future they may be sold in compliance with Rule 144 adopted under the Act.
Rule 144 provides in part that a person who is not an affiliate and who holds
restricted securities for a period of two years may sell all or part of such
securities. In addition, since we will be filing certain informational reports
with the Securities and Exchange Commission, and if certain other conditions are
satisfied, Rule 144 will allow a person (including an affiliate) holding
restricted securities for a period of one year to sell each three months,
provided he or she is not part of a control group acting in concert to sell, an
amount equal to the greater of the average weekly reported trading volume of the
stock during the four calendar weeks preceding the sale, or one percent of the
our outstanding common stock. We cannot predict the effect, if any, that any
such sales of common stock, or the availability of such common stock for sale,
may have on the market value of the common stock prevailing from time to time.
Sales of substantial amounts of common stock by shareholders, particularly if
they are affiliates, could have a material adverse effect upon the market value
of the common stock.

THERE MAY BE A VOLATILITY OF OUR STOCK PRICE.

Since our common stock is publicly traded, the market price of the common stock
may fluctuate over a wide range and may continue to do so in the future. The


                                      29.


<PAGE>


market price of the common stock could be subject to significant fluctuations in
response to various factors and events, including, among other things, the depth
and liquidity of the trading market of the common stock, quarterly variations in
actual or anticipated operating results, growth rates, changes in estimates by
analysts, market conditions in the industry (including demand for Internet
access), announcements by competitors, regulatory actions and general economic
conditions. In addition, the stock market from time to time experienced
significant price and volume fluctuations, which have particularly affected the
market prices of the stocks of high technology companies, and which may be
unrelated to the operating performance of particular companies. As a result of
the foregoing, our operating results and prospects from time to time may be
below the expectations of public market analysts and investors. Any such event
would likely result in a material adverse effect on the price of the common
stock.

ITEM 2.   DESCRIPTION OF PROPERTY.

         Our principal executive offices are located in approximately 13,000
square feet of leased office space at 300 Esplanade Drive, 19th Floor, Oxnard,
California 93036. We believe that these facilities are adequate for our current
operations and, if necessary, can be replaced with little disruption to our
company.

ITEM 3.   LEGAL PROCEEDINGS.

         There are no material legal proceedings pending or, to our knowledge,
threatened against us or any of our subsidiaries.

ITEM 4.   SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.

         There have been no matters submitted to the Company's security holders.


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

          (a)      Market Information.

         The Company's common stock is currently traded on the OTC Bulletin
Board System under the symbol "ICRD." The following table sets forth, for the
periods indicated, the high and low closing bid prices for the common stock of
the Company as reported on said system (or as may have been previously reported
on the Over the Counter Bulletin Board System). The bid prices reflect
inter-dealer quotations, do not include retail mark-ups, mark-downs or


                                      30.


<PAGE>


commissions, and do not necessarily reflect actual transactions. The high and
low closing bid prices prior to October 3, 2003 have been adjusted to reflect
the Company's one (1) share for each two (2) shares outstanding reverse stock
split on such date.


                              Quarter ended 3/31/02

                              High              Low
                              ----              ---
                              $2.30           $1.32


                              Quarter ended 6/30/02

                              High              Low
                              ----              ---
                              $1.34            $.14

                              Quarter ended 9/30/02

                              High              Low
                              ----              ---
                              $.26             $.22

                               Year ended 12/31/02

                              High              Low
                              ----              ---
                              $.24             $.12

                              Quarter ended 3/31/03

                              High              Low
                              ----              ---
                              $.64             $.24

                              Quarter ended 6/30/03

                              High              Low
                              ----              ---
                              $.80             $.44

                              Quarter ended 9/30/03

                              High              Low
                              ----              ---
                              $.94             $.58

                               Year ended 12/31/03

                              High              Low
                              ----              ---
                              $.98             $.76


On April 30, 2004, the ask for the common stock of the Company was $1.19 and the
bid for the common stock of the Company was $1.21. The last trade on April 30,
2003 was at $1.20.


                                      31.


<PAGE>


The Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

For the initial listing in the NASDAQ SmallCap market, a company must have net
tangible assets of $4 million or market capitalization of $50 million or a net
income (in the latest fiscal year or two of the last fiscal years) of $750,000,
a public float of 1,000,000 shares with a market value of $5 million. The
minimum bid price must be $4.00 and there must be 3 market makers. In addition,
there must be 300 shareholders holding 100 shares or more, and the company must
have an operating history of at least one year or a market capitalization of $50
million.

For continued listing in the NASDAQ SmallCap market, a company must have net
tangible assets of $2 million or market capitalization of $35 million or a net


                                      32.


<PAGE>


income (in the latest fiscal year or two of the last fiscal years) of $500,000,
a public float of 500,000 shares with a market value of $1 million. The minimum
bid price must be $1.00 and there must be 2 market makers. In addition, there
must be 300 shareholders holding 100 shares or more.

                  (b)  Holders.

There are seventy three (73) holders of the Company's Common Stock, including
Cede & Co.

As of the date of this Form 10-KSB, a majority of the issued and outstanding
shares of the Company's Common Stock held by non-affiliates are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933, as amended,
subject to certain limitations included in said Rule. As of the date hereof,
16,272,751 shares are deemed to be restricted shares. In general, under Rule
144, a person (or persons whose shares are aggregated), has satisfied a one year
holding period, under certain circumstances, may sell within any three-month
period a number of shares which does not exceed the greater of one percent of
the then outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.

In summary, Rule 144 applies to affiliates (that is, control persons) and
nonaffiliates when they resell restricted securities (those purchased from the
issuer or an affiliate of the issuer in nonpublic transactions). Nonaffiliates
reselling restricted securities, as well as affiliates selling restricted or
nonrestricted securities, are not considered to be engaged in a distribution
and, therefore, are not deemed to be underwriters as defined in Section 2(11),
if six conditions are met:

                  (1)      Current public information must be available about
                           the issuer unless sales are limited to those made by
                           nonaffiliates after two years.

                  (2)      When restricted securities are sold, generally there
                           must be a one-year holding period.

                  (3)      When either restricted or nonrestricted securities
                           are sold by an affiliate after one year, there are


                                      33.


<PAGE>

                           limitations on the amount of securities that may be
                           sold; when restricted securities are sold by
                           non-affiliates between the first and second years,
                           there are identical limitations; after two years,
                           there are no volume limitations for resales by
                           non-affiliates.

                  (4)      Except for sales of restricted securities made by
                           nonaffiliates after two years, all sales must be made
                           in brokers' transactions as defined in Section 4(4)
                           of the Securities Act of 1933, as amended, or a
                           transaction directly with a "market maker" as that
                           term is defined in Section 3(a)(38) of the 1934 Act.

                  (5)      Except for sales of restricted securities made by
                           nonaffiliates after two years, a notice of proposed
                           sale must be filed for all sales in excess of 500
                           shares or with an aggregate sales price in excess of
                           $10,000.

                  (6)      There must be a bona fide intention to sell within a
                           reasonable time after the filing of the notice
                           referred to in (5) above.

Common Stock.

We are authorized to issue 100,000,000 shares of Common Stock $.0005 par value
and 10,000,000 shares of serial preferred stock at $.0005 par value. As of April
30, 2004, there were 18,981,246 common shares issued and outstanding. All shares
of Common Stock outstanding are validly issued, fully paid and non-assessable.

Voting Rights.

Each share of common stock entitles the holder to one vote, either in person or
by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the holders of common stock holding, in
the aggregate, more than fifty percent of the total voting rights can elect all
of our directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders
of a majority of the issued and outstanding shares of Common Stock entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to such act
or action, except as otherwise provided by law.


                                      34.


<PAGE>


Quasi-California Corporation.

Section 2115 of the California General Corporation law provides that a
corporation incorporated under the laws of a jurisdiction other than California,
but which has more than one-half of its "outstanding voting securities" and
which has a majority of its property, payroll and sales in California, based on
the factors used in determining its income allocable to California on its
franchise tax returns, may be required to provide cumulative voting until such
time as the Company has its shares listed on certain national securities
exchanges, or designated as a national market security on NASDAQ (subject to
certain limitations). Accordingly, holders of the our common stock may be
entitled to one vote for each share of common stock held and may have cumulative
voting rights in the election of directors. This means that holders are entitled
to one vote for each share of common stock held, multiplied by the number of
directors to be elected, and the holder may cast all such votes for a single
director, or may distribute them among any number of all of the directors to be
elected.

Our existing directors who are also shareholders, acting in harmony, may be able
to elect a majority of the members of our board of directors even if Section
2115 is applicable.

Dividend Policy.

All shares of Common Stock are entitled to participate proportionally in
dividends if our board of directors declares them out of the funds legally
available and subordinate to the rights, if any, of the holders of outstanding
shares of preferred stock. These dividends may be paid in cash, property or
additional shares of Common Stock. We have not paid any dividends since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business. Any future dividends will be at the discretion
of our board of directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors. Therefore, there can be no assurance that any dividends on the common
stock will be paid in the future.

Miscellaneous Rights and Provisions.

Holders of common stock have no preemptive or other subscription rights,
conversion rights, redemption or sinking fund provisions. In the event of our
dissolution, whether voluntary or involuntary, each share of common stock is


                                      35.


<PAGE>


entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of preferred stock.

Recent Sales of Unregistered Securities.

During fiscal 2003, we have issued the following securities that were not
registered under the Securities Act. Each of the transactions described below
was conducted in reliance upon the exemptions from registration provided in 4(2)
of the Securities Act and Regulation D and the other rules and regulations
promulgated thereunder. These sales were made without general solicitation or
advertising and without the use of an underwriter. Each purchaser was an
"accredited investor" or a sophisticated investor with access to all relevant
information necessary to evaluate the investment. Each purchaser represented to
the Registrant that the shares were being acquired for investment. The
certificates and other documentation evidencing the securities issued in
connection with these transactions bear a restrictive legend permitting transfer
of the securities only upon registration under the Securities Act or pursuant to
an exemption from registration.

On January 16, 2003, pursuant to the exemption from registration provided in
Section 4(2) of the Securities Act of 1933 we entered into a Plan and Agreement
of Reorganization to acquire all of the issued and outstanding common stock of
International Card Establishment, Inc., a Nevada Corporation. In connection with
our acquisition of International Card Establishment, Inc., we issued 14,000,000
shares of our common stock to the former stockholders of International Card
Establishment, Inc.

On December 15, 2003, pursuant to the exemption from registration provided in
Section 4(2) of the Securities Act of 1933 we entered into a Plan and Agreement
of Reorganization to acquire all of the issued and outstanding common stock of
GlobalTech Leasing, Inc., a California corporation. In connection with our
acquisition of GlobalTech Leasing, Inc., we issued 5,000,000 shares of our
common stock to the former stockholders of GlobalTech Leasing, Inc.

Between January 1, 2003, and December 31, 2003, pursuant to the exemption from
registration provided in Section 4(2) and 4(6) under the Securities Act of 1933,
we sold 375,857 shares of our common stock to subscribers of our private
placement at $0.70 per share for total consideration of $263,100.


                                      36.


<PAGE>


Securities Authorized for Issuance Under Equity Compensation Plans.

ICE has adopted its 2003 Stock Option Plan, an equity incentive program for its
employees, directors and advisors that was approved by its stockholders pursuant
to which options, rights or warrants may be granted. As of December 31, 2003
there were no securities issued or outstanding under the 2003 Stock Option Plan.

<TABLE>
<CAPTION>


                                                                                NUMBER OF SECURITIES REMAINING
                          NUMBER OF SECURITIES TO       WEIGHTED-AVERAGE        AVAILABLE FOR FUTURE ISSUANCE
                          BE ISSUED UPON EXERCISE      EXERCISE PRICE OF       UNDER EQUITY COMPENSATION PLANS
                          OF OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,     (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY               WARRANTS AND RIGHTS       WARRANTS AND RIGHTS               IN COLUMN (A))
                                    {A}                       {B}                            {C}
<S>                                   <C>                        <C>                           <C>

Equity compensation                  -0-                        -0-                            5,000,000
plans approved by
security holders

Equity compensation                  -0-                        -0-                            -0-
plans not approved by
security holders

Total                                -0-                        -0-                            5,000,000

</TABLE>


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

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. References in
this section to "International Card Establishment, Inc.," the "Company," "we,"
"us," and "our" refer to International Card Establishment, Inc. and our direct
and indirect subsidiaries on a consolidated basis unless the context indicates
otherwise.

This annual report contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based


                                      37.


<PAGE>


on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.

EXECUTIVE SUMMARY

Our strategy is to grow profitably by increasing our penetration of the
expanding small merchant marketplace for payment and "microticket" leasing
services. We find these merchants through our ISO and agent channels of
distribution and intend to make additional acquisitions on an opportunistic
basis in this fragmented segment of the industry.

OVERVIEW

We are a rapidly growing provider of credit and debit card-based payment
processing services and micro ticket leasing services to small merchants. As of
December 31, 2003, including our acquisition of GlobalTech Leasing, Inc., which
did not contribute to our results of operations until January 1, 2004, we
provided our services to over 500 ISOs and thousands of merchants located across
the United States. Our payment processing services enable our merchants to
process traditional card-present, or swipe transactions, as well as
card-not-present transactions. A traditional card-present transaction occurs
whenever a cardholder physically presents a credit or debit card to a merchant
at the point-of-sale. Card-not-present transactions occur whenever the customer
does not physically present a payment card at the point-of-sale and may occur
over the Internet or by mail, fax or telephone. Our microticket leasing
services allow small merchants to finance the cost of POS equipment capable of
reading a cardholder's account information from the card's magnetic stripe or
computer chip and sending that information electronically for authorization and
processing.

DEVELOPMENT OF OUR BUSINESS

International Card Establishment, Inc.(the "Company") (formerly Summit World
Ventures, Inc.) was incorporated on December 18, 1986 under the laws of the
State of Delaware to engage in any lawful corporate activity, including, but not
limited to, selected mergers and acquisitions. Prior to July 28, 2000, we were


                                      38.


<PAGE>


in the developmental stage and could be defined as a "shell" company, whose sole
purpose was to locate and consummate a merger or acquisition with a private
entity, and we did not have any operations. On July 28, 2000, we acquired
iNetEvents, Inc., a Nevada corporation and commenced operations. iNetEvents,
Inc., a Nevada corporation, was incorporated on February 3, 1999 and provided
Internet support and supply software for real time event/convention information
management.

On January 16, 2003, we entered into a Plan and Agreement of Reorganization with
International Card Establishment, Inc., a Nevada corporation and its
shareholders. International Card Establishment, Inc., a Nevada corporation, was
incorporated on July 26, 2002. As part of the acquisition - a reorganization in
the form of a reverse merger, International Card Establishment, Inc. became our
wholly-owned subsidiary, and there was a change of our control. Following the
International Card Establishment, Inc. acquisition we changed our corporate name
from iNetEvents, Inc. to International Card Establishment, Inc. and reverse
split our outstanding shares of Common Stock on a one for two share basis.

On December 15, 2003 we entered into a Plan and Agreement of Reorganization with
GlobalTech Leasing, Inc., a California corporation and its shareholders. On
December 29, 2003 GlobalTech Leasing, Inc. became our wholly-owned subsidiary.

Our business operations are now conducted primarily through two wholly-owned
subsidiaries: International Card Establishment, Inc., a Nevada corporation
("ICE") and GlobalTech Leasing, Inc., a California corporation ("GTL").
iNetEvents, Inc., a Nevada corporation ("iNet"), will also be maintained as a
separate subsidiary to service and maintain existing, historic iNet business.
ICE is a growing provider of credit and debit card-based payment processing
services for small merchants, that enable those merchants to accept credit
cards, debit cards, and other forms of electronic payments from their customers;
supplies the necessary card readers and other point-of-sale authorization
systems ("POS equipment"), which are often financed by GTL; and, provides
merchant e-commerce solutions. Through its Worldwide Gift & Loyalty division,
ICE also offers merchants a "Smart Card" (a card that stores data digitally on
an embedded chip and not on an analog magnetic stripe) based system that enables
merchants to provide its proprietary gift cards and incentive-purchase cards
that are custom merchant branded. GTL is a growing provider of lease financing
services for POS equipment in amounts generally ranging from $400 to $5,000,
with an average amount financed of approximately $1,600 and an average lease
term of 48 months.


                                      39.


<PAGE>


CRITICAL ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States,
which require that management make numerous estimates and assumptions. Actual
results could differ from those estimates and assumptions, impacting our
reported results of operations and financial position. Our significant
accounting policies are more fully described in Note 1 to our consolidated
financial statements included in Item 7. The critical accounting policies
described here are those that are most important to the depiction of our
financial condition and results of operations and their application requires
management's most subjective judgment in making estimates about the effect of
matters that are inherently uncertain.

ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS. In July 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
"SFAS" No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires business combinations initiated after
June 30, 2001 to be accounted for using the purchase method of accounting, and
broadens the criteria for recording intangible assets separate from goodwill.
Recorded goodwill and intangibles will be evaluated against these new criteria
and may result in certain intangibles being subsumed into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a non-amortization approach to account for purchased goodwill and certain
intangibles. Under a non-amortization approach, goodwill and certain intangibles
will not be amortized into results of operations, but instead would be reviewed
for impairment and written down and charged to results of operations only in the
periods in which the recorded value of goodwill and certain intangibles is more
than its fair value. The Company recorded intangible assets in the amount of
$2,050,000 and goodwill in the amount of $2,685,213 in the acquisition of
GlobalTech Leasing, Inc. Goodwill is the excess of the acquisition costs of the
acquired entity over the fair value of the identifiable net assets acquired. The
Company is required to test goodwill and intangible assets that are determined
to have an indefinite life for impairment at least annually. The provisions of
SFAS No. 142 require the completion of an annual impairment test with any
impairments recognized in current earnings. The acquisition of GlobalTech
Leasing, Inc. closed on December 29, 2003, and it was determined that no
impairment to the assigned values had occurred.


                                      40.


<PAGE>


We recognize revenue when it is earned and record accounts receivable at that
time. We do not account for revenue based on contractual arrangements in advance
of their being earned.

We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required which
would result in an additional general and administrative expense in the period
such determination was made.

We do not have any of the following:

* Off-balance sheet arrangements.

* Certain trading activities that include non-exchange traded contracts
  accounted for at fair value.

* Relationships and transactions with persons or entities that derive benefits
  from any non-independent relationships other than related party transactions
  discussed herein.

RESULTS OF OPERATIONS
2003 COMPARED WITH 2002

For the year ended December 31, 2003, the company generated net revenues of
$1,192,582 as compared to net revenues of $297,997 for the year ended December
31, 2002. The company's cost of revenues aggregated $409,830 as compared to
$70,903 for the year ended December 31, 2002 and yielded a gross profit of
$782,752 as compared to $227,094 for the year ended December 31, 2002. The
company's operating, general and administrative costs aggregated approximately
$1,323,996 for the year ended December 31, 2003 as compared to $244,475 for the
year ended December 31, 2002 resulting in a net operating loss of $(541,244) for
the year ended December 31, 2003 as compared to a net operating loss of
$(17,381) for the year ended December 31, 2002.

The company increased its cash position to $12,408 at December 31, 2003 from a
balance of $-0- as of December 31, 2002. The company continued to be funded in
part from an increase in accounts payable and accrued expenses, which increased


                                      41.


<PAGE>


in the aggregate to $753,446 as of December 31, 2003, from $89,039 as of
December 31, 2002. The company expended cash to increase accounts receivable
from $103,663 as of December 31, 2002 to $160,914 as of December 31, 2003. The
company received $263,100 in proceeds from the sale of its common stock in 2003.
Management believes that it will be able to fund the company through its present
cash position and the continuation of revenue producing activities by its
subsidiaries ICE and GTL. We will need to seek further capital through the sale
of our capital stock and/or the issuance of debt in order to continue to grow
the company.

Management believes that it is moving toward profitability. We plan to attain
profitability and meet cash flow needs going forward as follows:

1. Management believes that the increase in revenue we have experienced will
continue as a result of the operations of its subsidiaries, ICE and GTL.

2. We are actively seeking additional financing to implement measures that
Management believes will increase our operating margins and for additional
acquisitions that will increase our overall revenue base. There is no assurance
that we will be able to obtain additional capital as required, or obtain the
capital on acceptable terms and conditions.

3. We are seeking to control overall operating expenses while increasing our
gross revenue base through the integration of existing acquisitions and future
acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

We are currently seeking to expand our merchant services offerings in bankcard,
gift and loyalty and POS equipment leasing. In addition, we are investigating
additional business opportunities and potential acquisitions; accordingly we
will require additional capital to complete the expansion and to undertake any
additional business opportunities.

We have financed our development during the current year primarily through the
sale of common stock and short-term debt. As of December 31, 2003, we had
$78,650 in notes payable outstanding and total current liabilities of $969,692.

We had $12,408 cash on hand as of December 31, 2003. We had a bank overdraft as
of December 31, 2003 of $132,596.
We will continue to need additional cash during the following twelve months and
these needs will coincide with the cash demands resulting from our general
operations and planned expansion. There is no assurance that we will be able to
obtain additional capital as required, or obtain the capital on acceptable terms
and conditions.


                                      42.


<PAGE>


ITEM 7.   FINANCIAL STATEMENTS.






             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES


                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
                                DECEMBER 31, 2002






<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES


                                    CONTENTS


INDEPENDENT  AUDITOR'S  REPORT  ON THE  CONSOLIDATED  FINANCIAL
STATEMENTS                                                                     1
________________________________________________________________________________

CONSOLIDATED FINANCIAL STATEMENTS

   Consolidated Balance Sheet                                                F-2

   Consolidated Statement of Income                                          F-3

   Consolidated Statement of Stockholders' Equity                            F-4

   Consolidated Statement of Cash Flows                                      F-5

   Notes to Consolidated Financial Statements                             F-6-17
________________________________________________________________________________



<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
International Card Establishment, Inc. and Subsidiaries
Oxnard, California


I have audited the  accompanying  consolidated  balance sheets of  International
Card Establishment,  Inc. and Subsidiaries as of December 31, 2003 and 2002, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows  for the year  ended  December  31,  2003  and the  period  July 26,  2002
(inception) through December 31, 2002. These consolidated  financial  statements
are the  responsibility  of the Company's  management.  My  responsibility is to
express an opinion on these consolidated financial statements based on my audit.

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

In my opinion,  the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
International Card Establishment,  Inc. and Subsidiaries as of December 31, 2003
and 2002 and the results of its  consolidated  operations and cash flows for the
year ended  December 31, 2003 and the period July 26, 2002  (inception)  through
December 31, 2002, in conformity with generally accepted accounting principles.





Kyle L. Tingle, CPA, LLC


April 21, 2004
Las Vegas, Nevada


                                      F-1


<PAGE>

<TABLE>
<CAPTION>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                                 December 31,     December 31,
                                                                                         2003             2002
                                                                                 ____________     ____________
<S>                                                                               <C>              <C>

                                     ASSETS

CURRENT ASSETS
     Cash                                                                         $   12,408           $    0
     Accounts receivable, trade, net of allowance                                    160,914          103,663
     Inventory                                                                        12,832                0
     Other receivables                                                               168,016                0
        Prepaid assets                                                                 8,347            8,543
                                                                                  __________       _________
            Total current assets                                                     362,517          112,206
                                                                                  __________       _________

OFFICER RECEIVABLE                                                                    44,967                0
FIXED ASSETS, Net                                                                     18,095                0
INTANGIBLE ASSETS                                                                  2,050,000                    0
GOODWILL                                                                           2,685,213                0
DEFERRED INCOME TAXES                                                                114,000                0
                                                                                  __________       _________

            Total assets                                                          $5,274,792       $ 112,206
                                                                                  ==========       =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Outstanding checks in excess of bank balance                                 $  132,596       $    20,583
     Accounts payable                                                                256,224           67,187
     Accrued expenses                                                                497,222           21,852
     Notes payable, related parties                                                   78,650                0
     Due to related party                                                              5,000                0
                                                                                  __________       _________

            Total current liabilities                                             $  969,692     $    109,622
                                                                                  __________       _________

                   Total liabilities                                              $  969,692       $ 109,622

STOCKHOLDERS' EQUITY
     Preferred stock:  $.0005 par value; authorized 5,000,000 shares;
        issued and outstanding:  no shares at December 31, 2003 and 2002
     Common stock: $.0005 par value; authorized 100,000,000 shares;
        issued and outstanding: 12,630,250 and 7,000,000 shares
        at December 31, 2003 and 2002, respectively                               $    6,315       $   3,500
     Common stock subscribed, 375,857 shares at $0.70 per share
          at December 31, 2003                                                       263,100                0
     Common stock to be issued in acquisition of GlobalTech
        Leasing, Inc., 5,000,000 shares at December 31, 2003                       4,520,000                0
     Additional paid-in capital                                                            0           16,500
     Accumulated deficit                                                            (484,315)         (17,416)
                                                                                  __________       _________
            Total stockholders' equity                                            $4,305,100       $   2,584
                                                                                  __________       _________

                   Total liabilities and
                   stockholders' equity                                           $5,274,792       $ 112,206
                                                                                  ==========       =========


See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                      F-2


<PAGE>

<TABLE>
<CAPTION>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME



                                                                                          July 26, 2002
                                                                                         (inception) to
                                                                        December 31,       December 31,
                                                                                2003               2002
                                                                        ____________     ______________
<S>                                                                       <C>              <C>

Revenues                                                                  $1,283,210       $  339,647
Less:  sales returns and allowances                                          (90,628)         (41,650)
                                                                          __________       __________
   Net revenue                                                            $1,192,582       $  297,997


Cost of revenue
   Commissions                                                            $  146,865       $   34,402
   Cost of sales                                                             252,628           35,956
   Other                                                                      10,337              545
                                                                          __________       __________
           Cost of revenue                                                   409,830           70,903

           Gross profit                                                   $  782,752       $  227,094
                                                                          __________       __________


Operating, general, and administrative expenses
   General, administrative, and selling expenses                          $1,322,783       $  244,475
   Depreciation and amortization                                               1,213                0
                                                                          __________       __________

           Total operating, general, and administrative expenses          $1,323,996       $  244,475
                                                                          __________       __________


                         Net operating loss                               $ (541,244)      $  (17,381)
                                                                          __________       __________

Non-operating expense
   Interest expense                                                            5,652               35
                                                                          __________       __________

   Net loss before income taxes                                           $ (546,896)      $  (17,416)
                                                                          ==========       ==========

Provision for income taxes                                                  (114,000)               0
                                                                          __________       __________

Net loss                                                                  $ (432,896)      $  (17,416)
                                                                          ==========       ==========

   Net loss per share, basic
   and diluted (Note 2)                                                   $    (0.04)      $    (0.00)
                                                                          ==========       ==========

   Average number of shares
   of common stock outstanding                                             9,716,250        7,000,000
                                                                          ==========       ==========


  See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                      F-3


<PAGE>

<TABLE>
<CAPTION>



             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


                                      Common Stock         Additional     Common          Common
                                 ______________________      Paid-In       Stock        Stock for      Accumulated
                                   Shares       Amount       Capital    Subscribed     Acquisition       Deficit        Total
                                 __________     _______    __________   __________     ___________     ___________    __________
<S>                               <C>           <C>         <C>          <C>            <C>             <C>           <C>

Issuance of Common Stock,
   July 28, 2002                  7,000,000     $ 3,500     $ 16,500     $       0      $        0      $       0     $   20,000

Net loss, December 31, 2002                                                                               (17,416)       (17,416)
                                 __________     _______     ________     _________      __________      _________     __________

Balance, December 31, 2002        7,000,000     $ 3,500     $ 16,500     $       0      $        0      $ (17,416)    $    2,584

Contribution of Capital by
    Shareholders                                              60,000                                                      60,000

Recapitalization of common
    stock in connection with
    merger, iNetEvents, Inc.      5,630,250       9,130      (82,815)                                     (34,003)      (107,688)

July 30, 2003 reverse stock
    split 1:2 shares                             (6,315)       6,315

December 17, 2003, Common
  stock subscribed through
  private placement                                                        263,100                                       263,100

Acquisition of GlobalTech
   Leasing, Inc.                                                                         4,520,000                     4,520,000

Net loss, December 31, 2003                                                                              (432,896)      (432,896)
                                 __________     _______     ________     _________      __________      _________     __________

Balance, December 31, 2003       12,630,250     $ 6,315     $      0     $ 263,100      $4,520,000      $(484,315)    $4,305,100
                                 ==========     =======     ========     =========      ==========      =========     ==========


See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       F-4


<PAGE>

<TABLE>
<CAPTION>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                       July 26, 2002
                                                                      (inception) to
                                                                        December 31,
                                                               2003             2002
                                                         __________    _____________
<S>                                                      <C>              <C>

Cash Flows From
Operating Activities
    Net loss                                             $ (432,896)      $ (17,416)
    Depreciation and amortization                             1,213               0
    Provision for income taxes                             (114,000)              0
    Adjustments to reconcile net loss to cash
         used in operating activities:
    Changes in assets and liabilities
    Increase in accounts receivable                         (57,251)       (103,663)
    Increase in inventories                                 (12,832)              0
    Increase in other receivables                          (168,016)              0
    (Increase) decrease in prepaid expenses                     196          (8,543)
    Increase in bank overdraft                              112,013          20,583
    Increase in accounts payable                            189,037          67,187
    Increase in accrued expenses                            475,370          21,852
                                                         __________       _________

         Net cash (used in) operating activities         $   (7,166)      $ (20,000)
                                                         __________       _________

Cash Flows From Investing Activities
Acquisitions, net of cash acquired                       $ (298,217)      $       0
Purchase of property and equipment                           (5,309)              0
                                                         __________       _________

         Net cash (used in) investing activities         $ (303,526)      $       0
                                                         __________       _________

Cash Flows From Financing Activities
Proceeds from
Issuance of common stock                                 $        0       $  20,000
Proceeds from additional paid-in capital                     60,000
Proceeds from common stock subscribed                       263,100               0
                                                         __________       _________

         Net cash provided by financing activities       $  323,100       $  20,000
                                                         __________       _________

         Net increase in cash                            $   12,408       $       0

Cash, beginning of period                                $        0       $       0
                                                         __________       _________

Cash, end of period                                      $   12,408       $       0
                                                         ==========       =========


Supplemental disclosure of cashflow information
Cash paid for interest                                   $       66       $      35
                                                         ==========       =========


          See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                      F-5


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

International Card Establishment,  Inc.  ("Company") was organized July 26, 2002
under  the laws of the  State of  Nevada.  Operations  of the  Company  began in
October 2002.

As further  discussed in Note 8., the Company  agreed to a  reorganization  with
iNetEvents  ("INET"), a Delaware  corporation.  The Company exchanged all issued
and outstanding stock for fourteen million (14,000,000) shares of stock of INET.
The Company closed the  transaction  with INET on July 18, 2003. The transaction
is accounted for as a reverse acquisition with International Card Establishment,
Inc. the surviving registrant.  As a result,  International Card Establishment's
former  stockholders  exercised  control over INET. The transaction is a capital
transaction  where INET is  treated as a  non-business  entity.  Therefore,  the
accounting for the merger is identical to that resulting from a reverse  merger,
except no goodwill  or other  intangible  assets are  recorded.  For  accounting
purposes,  International  Card  Establishment has been treated as the accounting
acquirer and, accordingly, is presented as the continuing entity. The historical
financial statements are those of International Card Establishment.  INetEvents,
Inc. changed its name to International  Card  Establishment,  which is the legal
entity going forward and is referred to hereafter as the "Company."

In order for the  International  Card  Establishment to properly account for the
issued and outstanding shares of common stock,  International Card Establishment
effectively received a 1 for 2 reverse split  contemporaneously with the merger.
Accordingly,  the  accompanying  consolidated  financial  statements  have  been
retroactively  restated  to  reflect  the 1 for 2 reverse  stock  split as if it
occurred as of International Card Establishment's date of inception.

On January 15, 2003,  the Company  entered into a binding  letter of intent with
GlobalTech Leasing ("GTL"), a California corporation. GTL provides lease funding
for  equipment  supplied  by the Company to its  customers,  as well as numerous
other unrelated  merchant service  providers.  On December 15, 2003, the Company
entered into a "Plan and  Agreement of  Reorganization"  with GTL and closed the
transaction  on  December  29,  2003.  The  Company  is to  issue  five  million
(5,000,000)  shares of common stock in exchange of 100% of the shares of GTL. It
is the  intention  of the Company  and GTL that the  transaction  constitutes  a
tax-free  "reorganization"  as defined in the Internal  Revenue Code of 1986, as
amended.  The  shares  were  issued in 2004.  The  shares  are  included  in the
determination of computing earnings per share

Upon the completion of the above transactions, International Card Establishment,
Inc. a Nevada  Corporation,  INET and GTL are wholly owned  subsidiaries  of the
Company.  Accordingly, the accompanying financial statements include the results
of International Card Establishment for all periods presented and the results of
INET and GTL from the date of the acquisitions.

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant  intercompany  transactions and accounts have
been eliminated.


                                      F-6


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BUSINESS OPERATIONS

The Company is a provider of diversified products and services to the electronic
transaction processing industry, offering merchant accounts for the acceptance
and processing of credit and debit cards, as well as a proprietary "smart card"
based gift and loyalty program. The Company's Merchant Card Services division,
establishes "merchant accounts" for businesses that enable those businesses to
accept credit cards, debit cards, and other forms of electronic payments from
their customers; supplies the necessary card readers and other point-of-sale
transaction systems; facilitates processing for the accounts; and, provides
e-commerce solutions. Through its WorldWide Gift & Loyalty division, ICE also
markets a proprietary "Smart Card"-based system that enables merchants to
economically offer store-branded gift and loyalty cards - one of the fastest
growing product categories in the industry. GTL is an equipment leasing firm
that specializes in financing point-of-sale transaction systems.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

ESTIMATES

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

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents as of December 31, 2003 and 2002.

INVENTORY

Inventories are stated at the lower of cost or market.  Cost is determined using
the first in, first out method. The Company's  inventories  consist primarily of
electronic merchant processing machines.

Property and  equipment  are stated at cost less  accumulated  depreciation  and
amortization.   Depreciation  and  amortization  are  provided  for  in  amounts
sufficient to relate the cost of  depreciable  assets to  operations  over their
estimated service lives, principally on a straight-line basis. Estimated service
lives of property and equipment are as follows:

         Computer equipment                3 years
         Office equipment                  5 years
         Automobiles                       3 years


                                      F-7


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance  with  Statement of  Financial  Accounting  Standards  (SFAS) No. 109
"ACCOUNTING FOR INCOME TAXES." A deferred tax asset or liability is recorded for
all  temporary  differences  between  financial  and  tax  reporting.  Temporary
differences  are the  differences  between  the  reported  amounts of assets and
liabilities and their tax basis.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of  management,  it is more likely than not that
some portion or all of the  deferred  tax assets will not be realized.  Deferred
tax assets and  liabilities  are  adjusted for the effect of changes in tax laws
and rates on the date of enactment.

REPORTING ON COSTS FOR START-UP ACTIVITIES

Statement  of Position  98-5 ("SOP  98-5),  "REPORTING  ON THE COSTS OF START-UP
ACTIVITIES" which provides  guidance on the financial  reporting of start-up and
organization costs,  requires most costs of start-up activities and organization
costs to be expensed as incurred.  With the adoption of SOP 98-5, there has been
little to no effect on the Company's financial statements.

GOODWILL AND LONG-LIVED ASSETS

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142,  "Goodwill and Other  Intangible  Assets."  SFAS No. 141 requires  business
combinations  initiated  after  June 30,  2001 to be  accounted  for  using  the
purchase  method  of  accounting,   and  broadens  the  criteria  for  recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated  against  these new criteria and may result in certain  intangibles
being subsumed into goodwill,  or alternatively,  amounts initially  recorded as
goodwill may be separately  identified and recognized apart from goodwill.  SFAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles.  Under a non-amortization  approach,  goodwill
and certain  intangibles  will not be amortized into results of operations,  but
instead would be reviewed for impairment and written down and charged to results
of  operations  only in the periods in which the recorded  value of goodwill and
certain intangibles is more than its fair value.

The  Company  recorded  intangible  assets and  goodwill in the  acquisition  of
GlobalTech Leasing,  Inc. Goodwill is the excess of the acquisition costs of the
acquired entity over the fair value of the identifiable net assets acquired. The
Company is required to test goodwill and  intangible  assets that are determined
to have an indefinite life for impairment at least  annually.  The provisions of
SFAS No.  142  require  the  completion  of an annual  impairment  test with any
impairments recognized in current earnings.


                                      F-8



<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The FASB also recently  issued SFAS No. 144,  "Accounting  for the Impairment or
Disposal of  Long-Lived  Assets,"  that is  applicable  to financial  statements
issued for fiscal years  beginning after December 15, 2001. The FASB's new rules
on asset  impairment  supersede SFAS No. 121,  "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of," and portions of
Accounting   Principles   Bulletin   Opinion  30,   "Reporting  the  Results  of
Operations."  This Standard  provides a single  accounting  model for long-lived
assets to be disposed of and significantly  changes the criteria that would have
to be met to classify an asset as held-for-sale. Classification as held-for-sale
is an important distinction since such assets are not depreciated and are stated
at the lower of fair value and carrying  amount.  This  Standard  also  requires
expected future operating losses from discontinued operations to be displayed in
the  period(s)  in  which  the  losses  are  incurred,  rather  than  as of  the
measurement date as presently required.  The provisions of this Standard are not
expected to have a  significant  effect on the Company's  financial  position or
operating results.

REVENUES

The Company  provides  merchant  services and customer support for merchants and
other Merchant Services providers.  Revenues are recognized as customer services
are provided.

The  Company  provides   merchant  services  to  customers  for  acceptance  and
processing  of  electronic  payments,  and the  sales  and  leasing  of  related
equipment used for the processing of electronic payments. Credit card processing
fees are  recognized  as  incurred.  Sales  and cost of sales of  equipment  are
recognized   when  the   equipment  is  provided   and  the   customer   accepts
responsibility for the payment of the equipment. Lease income is recognized on a
monthly  basis as incurred.  For leasing of merchant  processing  equipment,  an
allowance  of 25% of the current  month's  leases is recorded.  Each month,  the
allowance is reconciled  against  collections,  recording actual losses to sales
allowances.

The Company  provides  web hosting  services,  merchant  services,  and customer
support for Usestore Worldwide, LLC ("USE") internet customers. Maintenance fees
are  recognized  as  incurred.  An  allowance  of  25% of  the  current  month's
maintenance fees is recorded.  Each month,  the allowance is reconciled  against
collections, recording actual losses to sales allowances.

The Company,  through the  acquisition of GTL acquires  leases from  Independent
Sales Organizations that sells merchant services to customers.  GTL packages and
resells the leases to financing institutions for administration of the leases.

ADVERTISING

Advertising  costs are charged to operations as incurred.  Advertising costs for
the years ended December 31, 2003 and 2002 were $44,176 and $5,328.


                                      F-9


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities"  ("SFAS  146").  This  Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This
Statement  requires  that a  liability  for  costs  associated  with  an exit or
disposal  activity be recognized and measured  initially at fair value only when
the liability is incurred.  This pronouncement is effective for exit or disposal
activities that are initiated after December 31, 2002.

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS") No. 148,  "Accounting  for  Stock-Based  Compensation,  Transition  and
Disclosure."  SFAS No. 148  provides  alternative  methods of  transition  for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  SFAS No. 148 also requires that  disclosures of the pro
forma  effect  of using the fair  value  method of  accounting  for  stock-based
employee  compensation  be displayed more  prominently  and in a tabular format.
Additionally,  SFAS No.  148  requires  disclosure  of the  pro-forma  effect in
interim financial statements.  The transition and annual disclosure requirements
of SFAS No. 148 are  effective  for fiscal years ended after  December 15, 2002.
The interim disclosure  requirements are effective for interim periods beginning
after December 15, 2002. The Company believes that the adoption of this standard
will have no material impact on its financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that an issuer  classify a financial  instrument that is within
its scope as a liability or, in some circumstances,  as an asset, with many such
financial  instruments  having been previously  classified as equity. We adopted
SFAS No.  150 on July 1,  2003.  The  adoption  of SFAS  No.  150 did not have a
material impact on our financial condition or results of operations.

In November 2002, the FASB issued  Financial  Interpretation  No. 45 ("FIN 45"),
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others. The Interpretation expands on the
accounting  guidance of SFAS 5, Accounting for  Contingencies,  SFAS 57, Related
Party  Disclosures,  and SFAS 107,  Disclosures  about Fair  Value of  Financial
Instruments,   and  incorporates  without  change  the  provisions  of  FIN  34,
Disclosure of Indirect  Guarantees of Indebtedness of Others,  an interpretation
of SFAS No. 5, which is being  superseded.  FIN 45  elaborates  on the  existing
disclosure requirements for most guarantees,  including loan guarantees, such as
standby letters of credit. It also clarifies that at the time a company issues a
guarantee,  the company must recognize an initial  liability for the fair value,
or market value,  of the  obligations  it assumes under that  guarantee and must
disclose that information in its interim and annual financial statements. FIN 45
will be effective to the Company on a prospective  basis to guarantees issued or
modified after December 31, 2002. The Company believes that the adoption of this
standard will have no material impact on its financial statements.


                                      F-10


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2003, the Financial  Accounting Standards Board issued FASB Financial
Interpretation  No. 46,  Consolidation of Variable Interest Entities ("FIN 46").
Under  that  interpretation,   certain  entities  known  as  "Variable  Interest
Entities"  ("VIE")  must be  consolidated  by the "primary  beneficiary"  of the
entity.  The primary  beneficiary is generally defined as having the majority of
the risks and rewards  arising  from the VIE.  For VIE's in which a  significant
(but not majority) variable interest is held, certain  disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements
issued  after  January 31, 2003,  if it is  reasonably  possible  that as of the
transition date: (1) the Company will be the primary  beneficiary of an existing
VIE that will require  consolidation or, (2) the Company will hold a significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIEs  created  after  January  31,  2003,   are   immediately   subject  to  the
consolidation   guidance  in  FIN  46.  The   measurement   principles  of  this
interpretation  will be effective for the Company's 2003  financial  statements.
The  Company  does  not  have  any  entities  that  require  disclosure  or  new
consolidation as a result of adopting the provisions of FIN 46.

In November 2002, the "EITF" reached a consensus on EITF 00-21,  "Accounting for
Revenue  Arrangements  with  Multiple   Deliverables."  EITF  00-21  establishes
criteria for whether revenue on a deliverable can be recognized  separately from
other deliverables in a multiple deliverable arrangement.  The criteria consider
whether the delivered item has  stand-alone  value to the customer,  whether the
fair value of the delivered  item can be reliably  determined  and the rights of
returns for the delivered item.  EITF 00-21 is effective for revenue  agreements
entered into in fiscal years  beginning  after June 15, 2003 with early adoption
permitted.  The Company believes that the adoption of this standard will have no
material impact on its financial statements.

NOTE 2.  ACCOUNTS RECEIVABLE

Accounts receivable and allowance for doubtful accounts consist of the following
at December 31,

                                                       2003         2002
                                                   ________     ________

         Accounts Receivable                       $162,859     $111,163

         Less: allowance for doubtful accounts       (1,945)      (7,500)
                                                   ________     ________
                                                   $160,914     $103,663
                                                   ========     ========

NOTE 3.    FIXED ASSETS

Fixed assets and accumulated  depreciation consists of the following at December
31,

                                                       2003         2002
                                                   ________     ________

         Equipment                                 $ 19,308     $      0

         Accumulated                                 (1,213)           0
                                                   ________     ________
                                                   $ 18,095     $      0
                                                   ========     ========


                                      F-11


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 4.  GOODWILL AND INTANGIBLE ASSETS

As described in Note 1, goodwill and  intangible  assets were purchased with the
acquisition of GlobalTech  Leasing,  Inc. The purchase price  allocation at fair
market  values  included  values  assigned  to  intangible  assets and a portion
allocated to goodwill. The company has determined that the intangibles purchased
have an  indefinite  useful  life.  The  provisions  of SFAS No. 142 require the
completion  of an annual  impairment  test with any  impairments  recognized  in
current  earnings.  The  acquisition  closed on December  29,  2003,  and it was
determined that no impairment to the assigned values had occurred. The Company's
intangible assets and accumulated amortization consisted of the following:

                               2003                          2002
                    ___________________________     ______________________
                                    Accumulated                Accumulated
                      Gross        Amortization     Gross     Amortization
                    __________     ____________     _____     ____________

Merchant list       $1,500,000         $  0         $  0          $  0
Tradename              500,000
Internet Domain         50,000            0            0             0
                    __________         ____         ____          ____
                    $2,050,000         $  0         $  0          $  0
                    ==========         ====         ====          ====

Goodwill            $2,685,213         $  0         $  0          $  0
                    ==========         ====         ====          ====


NOTE 5.  ACCRUED EXPENSES

Accrued expenses consist of the following at December 31,

                                                       2003         2002
                                                   ________     ________

         Wages payable                             $275,375     $  5,695
         Accrued expenses                            97,829       15,957
         Lease funding payable                       85,182            0
         Taxes payable                               38,836          200
                                                   ________     ________
                                                   $497,222     $ 21,852
                                                   ========     ========

NOTE 6.  STOCKHOLDERS' EQUITY

The authorized  common stock of the Company  consists of  100,000,000  shares of
common  shares  with par  value of  $0.0005  and  10,000,000  shares  of  serial
preferred  stock.  The company has stock issued and  outstanding on December 31,
2003 and  December  31, 2002 of  12,630,250  and  7,000,000,  respectively.  The
Company has not issued any preferred stock.

On January 16, 2003, a "Plan and Agreement of  Reorganization"  was entered into
between  International  Card  Establishment,   Inc.  ("ICE  Nevada"),  a  Nevada
corporation and iNetEvents, Inc, a Delaware company (INET Delaware). The Company
issued fourteen millions (14,000,000) shares of common stock in exchange of 100%
of the  shares of ICE  Nevada.  The  14,000,000  shares  represent  54.0% of the
outstanding stock of the Company,


                                      F-12


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 6.  STOCKHOLDERS' EQUITY (CONTINUED)

establishing  a change in control of the  Company.  It is the  intention  of the
Company   and  ICE  Nevada   that  the   transaction   constitutes   a  tax-free
"reorganization"  as defined in the Internal  Revenue Code of 1986,  as amended.
The  Company  closed  the  transaction  on July 18,  2003.  The  transaction  is
accounted for as a reverse  acquisition with International  Card  Establishment,
Inc. the surviving  registrant.  For  accounting  purposes,  International  Card
Establishment has been treated as the accounting acquirer and,  accordingly,  is
presented as the  continuing  entity.  The historical  financial  statements are
those of International Card Establishment.  INetEvents, Inc. changed its name to
International Card Establishment, which is the legal entity going forward and is
referred to hereafter as the "Company." The trading symbol has been changed from
IEVT to ICRD.

On July 30, 2003,  the  Company's  shareholders  approved a reverse split of its
common stock at one share for every two shares of the existing stock. The number
of common stock shares  outstanding  decreased  from  25,520,500 to  12,630,250.
Prior period information has been restated to reflect the stock split.

On January 15, 2003,  the Company  entered into a binding  letter of intent with
GlobalTech  Leasing,  a California  corporation.  GTL provides lease funding for
equipment  supplied by the Company to its  customers,  as well as numerous other
unrelated merchant service providers.  On December 15, 2003, the Company entered
into  a  "Plan  and  Agreement  of  Reorganization"  with  GTL  and  closed  the
transaction  on  December  29,  2003.  The  Company  is to  issue  five  million
(5,000,000)  shares of common stock in exchange of 100% of the shares of GTL. It
is the  intention  of the Company  and GTL that the  transaction  constitutes  a
tax-free  "reorganization"  as defined in the Internal  Revenue Code of 1986, as
amended.  The  shares  were  issued in 2004.  The  shares  are  included  in the
determination of computing earnings per share.

On October 15, 2003, the Company approved a private placement of Common Stock in
accordance  with  Delaware  General  Corporation  Law. The placement was to sell
through a purchase  agreement up to 2,857,143  shares at $0.70 per share.  As of
December 31, 2003,  subscriptions for 375,857 shares were sold for $263,100. The
shares were issued in 2004.  As all rights and  obligations  for the shares were
completed,  the shares are included in the  determination of computing  earnings
per share.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128,  "EARNINGS PER
SHARE." The  weighted-average  number of common shares  outstanding  during each
period  is used to  compute  basic  loss per  share.  Diluted  loss per share is
computed  using the weighted  averaged  number of shares and dilutive  potential
common shares  outstanding.  Dilutive  potential  common  shares are  additional
common shares assumed to be exercised.

Basic  net loss per  common  share is based on the  weighted  average  number of
shares  of  common  stock   outstanding.   Weighted  average  number  of  shares
outstanding  for the year ended  December 31, 2003 and period ended December 31,
2002 was  9,716,250  and  7,000,000,  respectively.  As of December 31, 2003 the
Company had no dilutive potential common shares.


                                      F-13


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 7.  INCOME TAXES

The provision for income taxes is composed of the following:

                                             2003       2002
                                        _________     ______

         Federal                        $ (83,000)    $    0

         State                            (31,000)         0
                                        _________     ______

         Total deferred tax asset       $(114,000)    $    0
                                        =========     ======



The provision for income taxes differs from the amount  computed by applying the
statutory federal income tax rate as follows:

The  provision  for  income  taxes  is  composed  of the  following:

                                             2003        2002
                                        _________     _______

Income tax at the federal statutory
rate of 35 percent                      $(191,210)    $(6,096)
State, net of federal benefit             (31,391)     (1,000)
Nondeductible accruals and other            6,296           0
Change in valuation allowance             102,305       7,096
                                        _________     _______
Total provision for income taxes        $(114,000)    $     0
                                        =========     =======

NOTE 8.  BUSINESS COMBINATIONS

Acquisition of iNetEvents. "Pursuant to a "Plan and Agreement of Reorganization"
with iNetEvents,  a Delaware  corporation,  the Company exchanged all issued and
outstanding  stock for fourteen millions  (14,000,000)  shares of stock of INET.
The  14,000,000  shares  represent  54.0%  of the  outstanding  stock  of  INET,
establishing a change in control of the INET. It is the intention of the Company
and INET that the transaction constitutes a tax-free "reorganization" as defined
in the  Internal  Revenue  Code of 1986,  as  amended.  The  Company  closed the
transaction  with INET on July 18, 2003.  The  transaction is accounted for as a
reverse  acquisition with International Card  Establishment,  Inc. the surviving
registrant. As a result,  International Card Establishment's former stockholders
exercised  control over INET. The accounting for the merger is identical to that
resulting from a reverse merger,  except no goodwill or other intangible  assets
are recorded. For accounting purposes, International Card Establishment has been
treated  as the  accounting  acquirer  and,  accordingly,  is  presented  as the
continuing   entity.   The   historical   financial   statements  are  those  of
International  Card  Establishment.   INetEvents,   Inc.  changed  its  name  to
International Card Establishment,  Inc., which is the legal entity going forward
and is referred to hereafter as the "Company."


                                      F-14


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 8.  BUSINESS COMBINATIONS (CONTINUED)

Acquisition of GlobalTech Leasing, Inc. On January 15, 2003, the Company entered
into  a  binding  letter  of  intent  with  GlobalTech   Leasing,  a  California
corporation. GTL provides lease funding for equipment supplied by the Company to
its customers,  as well as numerous other unrelated  merchant service providers.
On  December  15,  2003,  the  Company  entered  into a "Plan and  Agreement  of
Reorganization"  with GTL and closed the  transaction  on December 29, 2003. The
Company is to issue five million  (5,000,000) shares of common stock in exchange
of 100% of the shares of GTL.  It is the  intention  of the Company and GTL that
the  transaction  constitutes  a  tax-free  "reorganization"  as  defined in the
Internal Revenue Code of 1986, as amended. The shares were issued in 2004. After
careful  consideration of EIFT 99-12 and in review of the agreements between the
company and GTL, it was determined that the measurement date for the transaction
was July 21, 2003, the date the transaction was announced.

Under the terms of the  acquisition  agreement,  the  Company  acquired  GTL for
$4,520,000  in  consideration,  comprising  of 5,000,000  shares of common stock
having a fair value of  $4,520,000.  The shares  issued were  valued  based on a
price per share of $0.904 that  reflects the  weighted-average  closing price of
the Company during a five day period two, days prior to, the day of, and the two
days following the July 21, 2003 measurement date.

Purchase price allocation.  The allocation of purchase accounting under SFAS No.
141 requires that the total purchase price be allocated to the fair value of the
assets  acquired  and  liabilities  assumed  based on their  fair  values at the
acquisition  date.  The  amounts  assigned  to each  major  asset and  liability
category as of December 29, 2003 is as follows:

         Current assets                       $     116,740
         Fixed assets                                 7,000
         Intangible assets                        2,050,000
         Goodwill                                 2,685,213
         Related party receivables, net              39,966
         Liabilities                               (378,919)
                                              _____________

         Net assets acquired                  $   4,520,000
                                              =============


UNAUDITED PRO FORMA OPERATING RESULTS

The  accompanying  unaudited pro forma operating  results are prepared as if the
acquisitions  had  occurred at the  beginning  of the  respective  periods.  The
results have been adjusted for the elimination of intercompany transactions

The pro forma  operating  results may not be indicative of the actual results of
operations that would have occurred had the acquisition  been consummated on the
dates indicated and there can be no assurance that the foregoing results will be
obtained.  In particular,  the pro forma condensed combined financial statements
are based on  management's  current  estimates  of the exchange  agreement.  The
actual results may differ.


                                      F-15


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 8.  BUSINESS COMBINATIONS (CONTINUED)

                                                          2003            2002
                                                   ___________     ___________

Revenues                                           $10,208,436     $ 8,291,713
Less:  sales returns and allowances                   (114,347)        (41,650)
                                                   ___________     ___________
Net revenue                                        $10,094,089     $ 8,250,063

Cost of revenues                                   $ 8,642,966     $ 7,348,008
                                                   ___________     ___________

Gross margin                                       $ 1,451,123     $   902,055

Operating, general and administrative expenses     $ 2,014,043     $ 1,048,964
Depreciation                                             3,434           2,180
                                                   ___________     ___________
         Net operating loss                        $  (566,354)    $  (149,089)

Non-operating expenses                                  (5,718)           (35)
                                                   ___________     ___________

Net loss, before taxes                             $  (572,072)    $  (149,124)
Provision for income taxes                            (119,000)        (26,200)
                                                   ___________     ___________
Net loss, before taxes                             $  (453,072)    $  (122,924)
                                                   ===========     ===========

Net loss per share, basic and diluted              $     (0.04)    $     (0.01)
                                                   ===========     ===========

Weighted average number of shares                   12,315,195      12,000,000
                                                   ===========     ===========


NOTE 9.  COMMITMENTS AND CONTINGENCIES

On October 1, 2002,  the  Company  entered  into a  five-year  software  license
agreement for software pertaining to the gift and loyalty program.  License fees
are $400 per month for the first two  years,  with the final  three  years to be
renegotiated in 2004. Minimum licensing payments due are:

                                        2004             $  4,800
                                        2005                4,800
                                        2006                4,800
                                        2007                3,600
                                        2008                    0
                                                         ________
                                                         $ 18,000


                                      F-16


<PAGE>


             INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 9.  COMMITMENTS AND CONTINGENCIES

The Company leases furnished office space on a month-to-month  basis for $13,018
per month.  GTL leases  office  space on a  month-to-month  basis for $2,378 per
month.  The company also leases  office  equipment on a monthly basis at nominal
amounts.  Total lease costs in the years ended  December  31, 2003 and 2002 were
$121,537 and $25,783, respectively.

The  Company  entered  into a "Web Site  Maintenance  Agreement"  with  Usestore
Worldwide,  LLC ("USE") to provide web site hosting,  maintenance services,  and
management and customer support services for Usestore customers.  This agreement
is effective from October 1, 2002 through September 30, 2007.



NOTE 10. RELATED PARTY TRANSACTIONS

The President is the controlling  shareholder of Cardservice  Tri-County  (CST);
GlobalTech Leasing ("GTL"), a company that finances leased equipment to merchant
customers; and Worldwide Gift and Loyalty, Inc. ("WGL"), which licenses gift and
loyalty  software  used  by  the  Company  in  its  gift  and  loyalty  program.
Transactions and balances related to CST, GTL, and WGL are the following:


       Account                                    2003           2002
       ______________________________________________________________

       Revenues                              $ 321,611       $ 87,584
       Cost of sales                             4,800          1,200
       Other expenses                                0            939

       Accounts receivable                      32,252         87,673
       Allowance for doubtful accounts             757          2,404
       Accounts payable                         61,769          4,228

Amounts due to and from related parties are interest free and paid in the normal
course of business.


                                      F-17


<PAGE>


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

There have been no changes in, and no disagreements with, our company's public
accountants.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures . An evaluation was conducted
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures as of
December 31, 2003. Based on that evaluation, our principal executive officer and
principal financial officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")) were effective as of
such date to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms.

Changes in internal control over financial reporting . There was no change in
our internal control over financial reporting during our fourth fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The members of our board of directors serve until the next annual meeting of the
stockholders, or until their successors have been elected. The officers serve at
the pleasure of the board of directors. Information as to our directors and
executive officers is as follows:


                                      43.


<PAGE>


Name                Age                      Position
___________________________________________________________________________

Jonathan Severn      33     Chairman of the Board, President and Chief
                            Financial Officer

William Lopshire     40     Chief Executive Officer, Secretary and Director

Charles Salyer       51     Director and President of GlobalTech Leasing
                            subsidiary

Michael Fisher       40     Director

The principal occupation and business experience during the last five years for
each of our present directors and executive officers are as follows:


         JONATHAN R. SEVERN, Chairman of the Board, President and Chief
Financial Officer. Mr. Severn is a founder of both International Card
Establishment, Inc. and GlobalTech Leasing, Inc. In 1991, he formed Cardservice
Tri-Counties (Oxnard, CA), a credit card merchant acquiring business that he
built into one of the largest agent offices in the U.S. serving Cardservice
International Inc., a large privately held acquirer of Visa and MasterCard
merchant accounts in the country at that time. Cardservice International was
acquired by First Data Corporation in 2001. Mr. Severn was directly responsible
for Cardservice Tri-Counties' growth from start-up to approximately 20,000
merchant accounts and monthly processing revenues in excess of $10 million. In
1996, he founded Lease Technologies International to provide merchants with
lease financing for point-of-sale equipment. Lease Technologies International
was incorporated and its name changed to GlobalTech Leasing, Inc. in 2001.

         WILLIAM J. LOPSHIRE, Chief Executive Officer, Secretary, and a
director, also serves as Chief Executive Officer of the Company's International
Card Establishment, Inc. subsidiary. Mr. Lopshire co-founded International Card
Establishment, Inc. with Mr. Severn in 2002, bringing 15 years of diversified
experience in the fields of law, strategic planning, finance, securities, and
technology. He was appointed to his present positions in January 2003. In 1989,
Mr. Lopshire founded the law firm of Lopshire & Barkan (Woodland Hills, CA),
specializing in corporate and securities law. Mr. Lopshire subsequently accepted
a partnership in the law firm of Manning, Marder, Kass, Ellrod & Rameriz (Los


                                      44.


<PAGE>


Angeles, CA), where he specialized in corporate finance, securities law, mergers
and acquisitions, and international business transactions. In 1999, Mr. Lopshire
became a principal in a private equity group that invested in, and provided
managerial support to, several developing companies in the U.S. and abroad with
diverse interests ranging from automotive parts to software development. Mr.
Lopshire was graduated from Michigan State University in 1985, with a Bachelor
of Arts degree in Business Administration/ Accounting; and earned his Juris
Doctor degree from Pepperdine University School of Law in 1988. He is admitted
to practice law in California and before the United States Tax Court.

         CHARLES W. SALYER, Director, also serves as President of the Company's
GlobalTech Leasing, Inc. subsidiary. Mr. Salyer joined GlobalTech Leasing, Inc.
in 2001, bringing over 27 years of management experience in the equipment
leasing industry; most recently as Vice President, Sales & Strategic Initiatives
for CIT Financial's Lease Finance Group, the largest leasing company in the
point-of-sale equipment market. Mr. Salyer began his management career in 1982
at Digital Equipment Corporation (Maynard, MA), where he rose to the position of
Director of Operations for that company's Customer Finance division. From 1990
to 1993, he served as a Director at Philip Morris Capital Corporation (White
Plains, NY), where he managed a customer and supplier finance division. He left
to accept a position as Vice President, Division Manager for Steelcase
Corporation (Grand Rapids, MI), where he launched a new customer finance
operation. In early 1998, Mr. Salyer became President and Chief Operating
Officer of Global Finance & Leasing, Inc. (Grandville, MI), a micro-ticket
point-of-sale leasing company. Although that company was losing market share at
the time, he restructured the operation and built sales from $8 million to
approximately $24 million in under two years. Global Finance & Leasing was
acquired in 2000 by CIT Financial, and Mr. Salyer accepted the above noted
position with their Lease Finance Group subsidiary. Mr. Salyer was graduated
from Northern Arizona University with a Bachelor of Science degree in 1975, and
earned a Master of Science degree in Public Administration from Northern Arizona
University in 1976.

         MICHAEL S. FISHER, Director. Mr. Fisher has over 15 years of sales and
management experience in the electronic payment processing industry, including
involvement in a variety of technology development initiatives and international
sales programs. Mr. Fisher began working in the industry in 1987 as a Sales
Manager for Peripheral Resources, Inc. (Los Angeles, CA), a distributor of
point-of-sale equipment; and, rose to the position of President before leaving


                                      45.


<PAGE>


in 1995. From 1995 to 1998, he was a Regional Sales Manager for Cardservice
International, Inc. (Moorpark, CA). While at Cardservice International he was
responsible for management and sales training of more than 30 ISOs and more than
doubled sales in a one-year period by establishing in excess of 18,000 new
merchant accounts. In 1998, Mr. Fisher joined E-Commerce Exchange, Inc. (Irvine,
CA), a provider of credit card processing services and e-commerce websites,
where he rose to the position of Executive Vice President. While at E-Commerce
Exchange sales increased from $8.8 million to $29.9 million in 18 months. Since
2001, he has been a General Partner at Acquiring Solutions (San Marino, CA), a
credit card processing services and credit card risk management and compliance
consulting company; and, since January 2002, Mr. Fisher was formally President
of WorldWide Gift & Loyalty, Inc. (Oxnard, CA), the company that he co-founded
that developed the smart-card based gift/incentive purchase card system licensed
by International Card Establishment, Inc. Mr. Fisher was graduated from Harvard
College in 1984 with a Bachelor of Arts degree; and, is fluent in Mandarin
Chinese. He is a member of several industry organizations, including the
Electronic Transaction Association (ETA), and the International Association of
Financial Crimes Investigators (IAFCI).

The officers and directors may be deemed parents and promoters of the Company as
the Securities Act of 1933 defines those terms, as amended. All directors hold
office until the next annual stockholders' meeting or until their death,
resignation, retirement, removal, disqualification, or until their successors
have been elected and qualified. Officers of the Company serve at the will of
the board of directors.

There are no agreements or understandings for any of our officers or directors
to resign at the request of another person and none of the officers or directors
are acting on behalf of or will act at the direction of any other person.

Audit Committee Financial Expert.

The Company does not currently have an Audit Committee or Financial Expert
thereon.

Section 16(a) Beneficial Ownership Reporting Compliance.

Based upon a review of Forms 3, 4 and 5 filed pursuant to Section 16(a) of the
Exchange Act, a Form 3 required as a result of the Plan and Agreement of
Reorganization by and between iNetEvents, Inc. and International Card
Establishment, Inc. was not filed on a timely basis by Jonathan Severn; William


                                      46.


<PAGE>


Lopshire; and Michael Fisher. A Form 3 required by Charles Salyer and Form 4
required by Jonathan Severn as a result of the Plan and Agreement of
Reorganization by and between International Card Establishment, Inc. and
GlobalTech Leasing,Inc. was not filed on a timely basis. All required forms
referenced above have been filed as of April 30, 2004, with the exception of the
Form 3 required by Michael Fisher.

Code of Ethics.

The Company has not currently adopted a Code of Ethics.

ITEM 10.  EXECUTIVE COMPENSATION.

The following table sets forth compensation paid or awarded to all officers and
directors.

Name and
Principal Position               Year       Salary
__________________________       ____       ______

William Lopshire,                2001       $  -0-
Chief Executive Officer,         2002          -0-
Secretary and Director(1)        2003        180,000

Jonathan Severn, Chairman        2001       $  -0-
of the Board, President,         2002         48,000
Chief Financial Officer(2)       2003         48,000

Charles Salyer, Director,        2001       $ 49,500
President of GlobalTech          2002        136,500
Leasing, Inc.(3)                 2003        130,000

__________________

(1)  During 2003 Mr. Lopshire accrued $120,000 of his stated salary.

(2)  During fiscal years ended December 31, 2002 and December 31, 2003, Mr.
     Severn accrued an aggregate of $96,000 of his salary as an officer of
     GlobalTech Leasing, Inc.; Mr. Severn also received a car allowance from
     GlobalTech Leasing, Inc. in the aggregate amount of $13,982 for the fiscal
     year ended December 31, 2003.

(3)  During the fiscal year ended December 31, 2003 Mr. Salyer received: (i) a
     car allowance in the amount of $8,250; and life insurance premiums in the
     amount of $3,249. Mr Salyer also received a re-location allowance of
     $34,299.59 and $17,429, for the fiscal years ended December 31, 2002 and
     2001, respectively.


                                      47.


<PAGE>


No officer or director received any compensation, options or other securities
under the Company's 2003 Stock Option Plan for the periods indicated.

Other than the Company's 2003 Stock Option Plan, no retirement, pension, profit
sharing, stock option or insurance programs or other similar programs have been
adopted by the Company for the benefit of its employees.

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

         (a) Security Ownership of Certain Beneficial Owners.

The following table sets forth the security and beneficial ownership for each
class of our equity securities for any person who is known to be the beneficial
owner of more than five percent of the Company as of April 30, 2004.

           Name and                  Amount and
           Address of                Nature of
Title of   Beneficial                Beneficial      Percent
 Class     Owner                     Owner          of Class
____________________________________________________________

Common     Brandon Stauber             832,500        4.00%
           1880 Century Park East
           Suite 300
           Los Angeles, CA 90067

Common     Ronald J. Stauber         1,070,964        6.00%
           1880 Century Park East
           Suite 300
           Los Angeles, CA 90067

Common     Jonathan Severn           6,501,450       34.00%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036

Common     William Lopshire          1,600,000        8.00%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036


                               48.


<PAGE>


Common     Charles Salyer            2,250,000       12.00%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036

The total of our outstanding Common Shares as of April 30, 2003 are held by 73
shareholders of record (including Cede & Co. - "street" held securities).

         (b) Security Ownership of Management.

The following table sets forth the ownership for each class of our equity
securities owned beneficially and of record by all directors and officers of the
Company.


           Name and                  Amount and
           Address of                Nature of
Title of   Beneficial                Beneficial      Percent
 Class     Owner                     Owner          of Class
____________________________________________________________

Common     Jonathan Severn            6,501,450      34.0%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036

Common     Charles Salyer             2,250,000      12.0%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036

Common     William Lopshire           1,600,000       8.0%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036

Common     Michael Fisher               200,000       1.0%
           300 Esplanade Drive
           Suite 1950
           Oxnard, CA 93036

Common     All Officers and          10,551,450      56.0%
           Directors as a Group
           (Four [4] individuals)


                                      49.


<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On October 1, 2002 International Card Establishment, Inc. entered into a
Merchant Sales Agreement with Cardservice Tri-Counties which is wholly owned by
Jonathan Severn, our Chairman of the Board, President and Chief Financial
Officer. Pursuant to this Merchant Sales Agreement, we recognized approximately
$60,000 and $240,000 in revenues for merchant processing services for the fiscal
years ended December 31, 2002 and December 31, 2003, respectively.

Prior to our acquisition of GlobalTech Leasing, Inc. on December 29, 2003, we
utilized GlobalTech Leasing, Inc. for micro ticket POS equipment financing.
GlobalTech Leasing, Inc., during this period, was controlled by Jonathan Severn,
our Chairman of the Board, President and Chief Financial Officer and we
recognized approximately $27,584 and $81,611 in revenues for POS equipment sales
for the fiscal years ended December 31, 2002 and December 31, 2003,
respectively. Pursuant to a Plan and Agreement of Reorganization dated December
15, 2003 we acquired GlobalTech Leasing in exchange for 5,000,000 shares of our
Common Stock. Mr. Severn received 2,505,000 of these shares as a shareholder of
GlobalTech Leasing, Inc.

Except as stated above, there have been no related party transactions, or any
other transactions or relationships required to be disclosed pursuant to Item
404 of Regulation S-B.

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

     (a) Exhibits required by Item 601 of Regulation S-B:

The following documents are filed as part of this report:

     3.1  Amended and Restated Certificate of Incorporation of International
          Card Establishment,  Inc. (incorporated by reference to the
          Registrant's Schedule 14C Definitive Information Statement filed with
          the Commission on October 1, 2003).

    10.1  International Card Establishment, Inc. 2003 Stock Option Plan
          (incorporated by reference to the Registrant's Schedule 14C Definitive
          Information Statement filed with the Commission on October 1, 2003).

     31.1 Section 302 Certification - CEO

     31.2 Section 302 Certification - CFO

     32.1 Section 906 Certification - CEO

     32.2 Section 906 Certification - CFO

     (b) Reports on Form 8-K


                                      50.


<PAGE>


The following reports, with exhibits, on Form 8-K are incorporated herein by
reference.

     1. Form 8-K filed on  January  31,  2003  relating  to the  acquisition  of
GlobalTech  Leasing,  Inc.,  pursuant to a Plan and Agreement of  Reorganization
dated December 15, 2003.

     2. Form 8-K/A  filed on February 4, 2004  relating  to the  acquisition  of
GlobalTech  Leasing,  Inc.,  pursuant to a Plan and Agreement of  Reorganization
dated December 15, 2003


ITEM 14.  CONTROLS AND PROCEDURES

See Item 8A above for the information required by Item 307 of Regulation S-B.


ITEM 15.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Audit fees consist of fees billed for professional services rendered for the
audit of our financial statements and the review or audit of the interim
statements. The total fees billed for Kyle L. Tingle, CPA for the fiscal year
ended December 31, 2003 was $11,600.

AUDIT RELATED FEES

There were no audit related services and no fees billed for audited related
services for the fiscal year ended December 31, 2003.

ALL OTHER FEES

There was no tax preparation fees billed for the fiscal year ended December 31,
2003.


                                      51.


<PAGE>


                                   SIGNATURES


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


Date: April 30, 2004       International Card Establishment, Inc.



                           By: /s/ WILLIAM LOPSHIRE
                               ___________________________
                                   William Lopshire
                                   Chief Executive Officer


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


Date: April 30, 2004       International Card Establishment, Inc.


                           By: /s/ JONATHAN SEVERN
                               _________________________________________
                                   Jonathan Severn
                                   Chairman of the Board,
                                   President and Chief Financial Officer


Date: April 30, 2004      By: /s/ CHARLES SALYER
                              __________________________________________
                                  Charles Salyer
                                  Director


                                      52.