SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                AMENDMENT NO. 2

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                         COMMISSION FILE NUMBER 1-15863

                                 IA GLOBAL, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)

                    DELAWARE                           13-4037641
                    --------                           ----------
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)            Identification No.)

                        533 AIRPORT BOULEVARD, SUITE 400
                              BURLINGAME, CA 94010
                              --------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (650) 685-2403

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

                          COMMON STOCK, $.01 PAR VALUE
         COMMON STOCK PURCHASE WARRANTS, EXPIRATION DATE APRIL 12, 2004
         --------------------------------------------------------------
                                (Title of class)

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

                                      NONE

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

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

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

         The aggregate market value of the common equity held by non-affiliates
of the registrant as of March 31, 2003 was approximately $1,887,000.

         The number of shares of the registrant's common stock outstanding as of
March 31, 2003: 51,797,556 shares of Common Stock.

<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I

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

Item 2.  Properties .........................................................10

Item 3.  Legal Proceedings ..................................................10

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


                                     PART II

Item 5.  Market for Registrant's Common Stock and
         Related Stockholder Matters ........................................11

Item 6.  Selected Financial Data ............................................12

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations ..........................................13

Item 7A. Quantitative and Qualitative Disclosures about Market Risk .........27

Item 8.  Financial Statements and Supplementary Data ........................27


                                    PART III

Item 10. Directors and Executive Officers of the Registrant .................28

Item 11. Executive Compensation .............................................29

Item 12. Security Ownership of Certain Beneficial Owners
         and Management and Related Stockholder Matters .....................31

Item 13. Certain Relationships and Related Transactions .....................32

Item 14. Controls and Procedures ............................................37


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K ....38

SIGNATURES

                                        2
<PAGE>
                                     PART I

Item 1.  Business

GENERAL DEVELOPMENT OF BUSINESS

         We were incorporated in Delaware on November 12, 1998 under the name
foreignTV.com, Inc. to pursue opportunities arising out of the Internet's
emergence as a broadcast medium, which resulted, in large part, from the advent
of streaming video technology and the availability of high speed Internet
access.

         We have not achieved profitability since inception in 1999. As of the
end of fiscal year 2002, we had negligible cash and we will need to obtain
additional financing in 2003 in order to continue our current operations and to
sustain our cash flow needs, including the cash flow needs of the business we
recently acquired. Under our current strategy, we may seek to acquire one or
more companies in other areas of media technology. Any such acquisition would
require equity or debt financing. Our inability to obtain additional financing
will materially adversely affect us, including possibly requiring us to
significantly curtail or cease business operations. See "- Recent Developments"
and "- Strategy."

         Our auditors have qualified their report on our financial statements on
a "going concern" basis; that is to say, our financial statements have been
prepared assuming that we will continue as a going concern. Given our recurring
losses from operations, including a net loss of approximately $1.5 million for
the year ended December 31, 2002, and our working capital deficiency as of
December 31, 2002, there is substantial doubt of our ability to continue as
going concern.

         We commenced our operations in 1999 with a website on the Internet that
simulated a single TV network, which distributed location-specific programming
using streaming video technology. This technology enabled an Internet user to
select and view this "stream" of programming on demand, 24 hours a day. Seeking
to expand this "video-on-demand" business, we increased the breadth of our
programming on the Internet by establishing new content-specific networks, each
hosting and featuring numerous channels offering unique thematic streaming audio
and video content and special-interest programming, or "niche programming," to
select and view from our website.

         During 2001 we refocused our business model to de-emphasize the
offering of thematic video-on-demand networks in favor of a single network of
special interest, continuously streaming broadband entertainment channels, using
a previously unavailable technology called Simulated Live Stream, or SLS. As
further discussed under "- Strategy," we have recently revised our business plan
to expand into other areas of media technology. As we are revising our business
plan, we will only be offering a few video clips on our single network.

         Our executive offices are located at 533 Airport Blvd. Suite 400
Burlingame, CA 94010. Our telephone number is (650) 685-2403 and our primary
website is located at www.iaglobalinc.com. The information on our website is not
a part of this Report.

                                        3
<PAGE>

RECENT DEVELOPMENTS

         On September 30, 2002, Inter Asset Japan ("IAJ") consummated a series
of related transactions pursuant to which IAJ, together with its affiliates,
became the majority stockholder of our company. As of such date, IAJ converted
1,000 shares of our Series A convertible preferred stock (the "Series A
Preferred Stock") for 20,000,000 shares of our common stock (the "Conversion
Shares"). IAJ had acquired the Series A Preferred Stock from us on October 30,
2001, in a private transaction for an aggregate consideration of $1,000,000. No
additional consideration was due from or paid by IAJ for the exercise of its
right to convert the Series A Preferred Stock into Conversion Shares.

         In connection with these transactions, Jonathan Braun, our President
and Chief Executive Officer at that time, resigned as a director of our company
effective September 30, 2002. On October 18, 2002, Mr. Braun resigned as our
President and Chief Executive Officer. Mr. Braun's resignation was not the
result of any disagreement with us on any matter relating to our operations,
policies or practices. Immediately following Mr. Braun's resignation as our
President and Chief Executive Officer, our Board of Directors elected Alan
Margerison to serve as one of our directors and appointed Mr. Margerison,
President of IAJ, to serve as our President and Chief Executive Officer.

         On January 3, 2003, we changed our name to IA Global, Inc. We have also
acquired the domain names iaglobalinc.com and iaglobalcorp.com for non-product
use.

         On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $830,000 based on the Japanese Yen/US dollar exchange rate on that
date. See Item 13. Certain Relationships and Related Transactions.

STRATEGY

         We have in the past concentrated our business on being an Internet
broadcaster of special interest, continuously streaming broadband entertainment
channels. More recently we have revised our business plan to expand into other
areas of media technology. We are anticipated shifting the revenue model from
broadband entertainment channels and revenues derived from advertising, to a
renewed focus on developing media technology products and services and on
licensing revenues. To this end, we may develop such media technology products
and services internally, or acquire them from other parties.

         In the initial stage of the revision of our business plan, we have made
an acquisition of a 76.9% equity interest in iAccele Co., Ltd., a privately held
Japanese corporation. iAccele is engaged in the business of providing an
Internet data transmission acceleration service. Its main product offering is
named after the company, iAccele. This service allows narrow band users, as well
as broadband users, to accelerate their access to the Internet, enabling them to
increase the speed of downloading and uploading data from their local machine to
the Internet. This speeds up web browsing and network services and accelerates
email services. There is no need for the user to change his provider network
connection. The iAccele product is based on a repeat subscriber business model.
The subscriber to the service signs up for a 3 month or 1 year license, which
provides them with a copy of the iAccele software and full access to the
acceleration server.

                                        4
<PAGE>

         We are also looking at a number of licensing opportunities with
international companies closely related to Internet based services and products.
At this stage, we have had discussions with companies involved with digital
watermarking for music CD's, data mining service providers, and commodity
trading data service providers amongst others. There can be no assurance that we
will enter into license agreements with any of these companies.

         As well as pursuing these new areas of revenue sources, we still own
the proprietary rights to the vToob software, and are looking into the
possibility of licensing this software to other companies. The vToob software is
discussed in Description of Business section below. We also believe that the
combination of Vtoob and iAccele may bring us new business opportunities in the
media technology industry. We may develop such software in-house or outsource
its development to third parties.


DESCRIPTION OF BUSINESS

     STREAMING TECHNOLOGY

         In contrast with video-on-demand channels, which require viewers to
choose from an online portfolio of specific videos and then click onto each
video clip they decide to view, viewers of SLS channel simply click on a given
link to tune into a channel's in-progress, continuously-streaming entertainment
programming. The viewer is then able to view/listen to and enjoy the continuous
stream of music contained on the SLS channel and may continue to listen to the
music even after exiting our website and while working on or surfing the
Internet. We believe SLS channels are less cumbersome and more viewer-friendly
than video-on-demand channels and come closer to a true TV experience.

         All of our content can be accessed through streaming technology.
Streaming multimedia takes standard videotape formats and digitizes and
compresses the information using encoder software. When a user opens or accesses
an audio or video file, a portion of the data is downloaded in a matter of
seconds into a form of computerized holding pens or "buffers" when the data
starts to play, additional data is continuously downloaded to keep the holding
pen full. Streaming technology thereby enables the simultaneous transmission and
reception--or "broadcast"--of continuous "streams" of audio and video content.

         Streaming technologies have evolved to deliver content over narrow
bandwidth modems. At such narrow or "low bandwidth" the quality of broadcasts
over the Internet, such as videos, is still inferior to conventional television
broadcasts. Streaming technologies are now using high speed Internet access that
is provided by DSL, cable modems, T1 lines, and other emerging broadband
technologies. The use of high speed Internet access has helped improve the
picture quality of streaming videos. We believe the continuing improvement of
broadband technologies will soon allow streaming video quality to equal that of
conventional TV broadcasting, and consequently will cause the number of viewers
of streaming content to increase.

     THE VTOOB

         StreamingUSA is presented in a specially designed "player," called the
vToob, which has the look and feel of a virtual appliance--specifically, an
online multimedia TV set. All content is "channelized" and formatted for viewing
in a single TV-like screen. The vToob is designed to make room for click-through
banner advertising; TV-like advertising "spots" played before, during and after
programs on the SLS channel. Our video content is encoded for high-speed
(broadband) viewers only. The photos, text, and animation are encoded for low-,
medium-, and high-band users. Viewers can download and install the vToob
(presently at no charge) by visiting the streamingusa.com website. The process
takes just seconds with a high-speed (DSL, T1, cable modem) connection, and only
a little longer with a dial-up connection.

                                        5
<PAGE>

         The vToob is based on a publicly available media player that we
acquired for a one-time nominal payment of approximately $150, and no further
licensing fees are due. Our in-house programmers then modified the base code for
the media player to customize it as the vToob, designing it to be directly
launched--at the click of a mouse--from the viewer's browser toolbar, favorites
menu, or computer screen desktop. This addresses the central marketing challenge
confronting nearly every website today--that a large majority of Internet
traffic now goes to a handful of sites. The vToob positions StreamingUSA as an
always-on-top Internet-based multimedia network with easy, one-click access.

         Moreover, because it is essentially a website packaged as a "player,"
the vToob makes it possible for a small staff of website professionals (content
managers, designers, programmers, etc.) to more cost-effectively and efficiently
manage and update the content.

         We believe the vToob, as applied to StreamingUSA, represents a timely
and appropriate content delivery solution, strategy and methodology than may
have commercial potential for other content provides and publishers. We are
exploring the feasibility of offering customized applications on a
fee-for-service and/or joint venture basis.

         We inaugurated the vToob in October 2002. We expect that the "always-on
top" feature of the vToob will attract more users than our video-on-demand
model, because of its convenience and its ability to allow a user to multitask
while viewing our content.

         As for StreamingUSA's revenue model, current banner advertisements are
free and simply used to generate interest and demonstrate viability and
potential. In fiscal year 2001, we did not realize any significant revenue from
advertising and did not enter into any revenue-producing relationship with
advertisers. Though the worldwide advertising slump shows early signs of
recovery, we believe that advertising will not be sufficient to support the
network in the foreseeable future; instead, we are considering a hybrid
subscription/ advertising revenue model.

     OUR CONTENT STRATEGY

         We have changed the way we develop our unique content. We no longer
engage in the costly production of content for our channels. Instead, we have
begun to purchase content produced by others, which has allowed us to
consolidate our facilities and reduce our staff significantly. We believe that
by purchasing our content, we will reduce our operating costs and strengthen our
overall business.

         The experience of the cable networks as a broadcast medium has shown
that they can increase revenues by narrowing the overall TV audience (i.e., with
niche, or special interest, channels). This practice can be thought of as
"narrowcasting" as opposed to "broadcasting." Given the growth and success of
the cable TV industry, we believe there exist market opportunities to launch and
build next-generation cable-style niche programming on the Internet, especially
after the convergence of the Internet and digital/satellite TV.

         In the last three years we have attempted to extend cable TV's
successful niche program model to our SLS broadband entertainment channels and
to our video-on-demand channels. We are currently providing only "American"
content on our StreamingUSA network, but may further seek content outside the
United States.

         Currently, our programming and content is available to viewers of our
channels free of charge. We are reviewing and testing the possibility of
providing certain content on a pay-per-view basis or a subscriber basis.

                                        6
<PAGE>

INTERNET ACCELERATION PRODUCTS

         On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co. Ltd. ("iAccele'), a privately held Japanese corporation engaged in the
business of providing an Internet data transmission acceleration product that
targets narrowband users, as well as broadband users, for 100.0 million Japanese
Yen, or approximately $830,000 based on the Japanese Yen/US dollar exchange rate
on that date.

         We acquired iAccele with the intent to become a wholesale distributor
of an Internet acceleration product to value added resellers in Japan. Its main
product offering is named after the company, iAccele. This service allows narrow
band users, as well as broadband users, to accelerate their access to the
Internet, enabling them to increase the speed of downloading and uploading data
from their local machine to the Internet. This speeds up web browsing and
network services and accelerates email services. There is no need for the user
to change his provider network connection. The iAccele product is based on a
repeat subscriber business model. The subscriber to the service signs up for a 3
month or 1 year license, which provides them with a copy of the iAccele software
and full access to the acceleration server.

DISTRIBUTION

         We are currently having discussions with other companies in the United
States, Japan and other countries in Asia for the licensing of the iAccele
software. These discussions have not resulted in any definitive agreement and we
can provide no assurance that we will be able to enter into an agreement.

         iAccele software is currently marketed through software distributors,
including retail stores, and through the Internet in Japan.

COMPETITION

     CONTENT STRATEGY

         We compete against a variety of businesses that provide content through
one or more mediums, such as print, radio, television, cable television and the
Internet. Moreover, our viewers must make an investment in technology, including
a computer with an acceptable minimal configuration for comfortable Internet
surfing (approximate retail cost $1,500) and a connection to the Internet
(approximate monthly expense $18.00 for a 56kb dial-up connection and $45.00 for
a high-speed broadband connection). Although approximately half of the US
population currently has a computer in their homes, this figure is dwarfed by
the fact that over 95% of the households in the US already own a television. To
compete successfully, we have to provide sufficiently compelling and popular
content to attract viewers. We believe that the principal competitive factors in
attracting Internet users include the quality of service and the relevance,
timeliness, depth and breadth of content and services offered.

         The Internet broadcasting market is highly competitive. Many of our
major competitors of streaming video have ceased operations during the last year
or two. However, we believe that we will be able to compete against or partner
with a variety of content-based Internet companies, including Yahoo, MSN and
AOL. Some of the principal competitive factors in this market include the
ability to adapt to new technologies and enhance the quality of content
transmission, the ability to deliver quality content to your target viewers and
the ability to have available financial resources.

                                        7
<PAGE>

         We believe that our business focus of providing entertainment niche
programming on a streaming basis through the use of our vToob has differentiated
us from other content-based Internet companies. We also believe that the
combination of Vtoob and iAccele may bring us new business opportunities in the
media technology industry. We may develop such software in-house or outsource
its development to third parties. We believe we do not have any direct
competitors in this new market. However, we can give no assurance that other
companies will not develop competing technology and business strategies and
directly compete in the streaming multimedia entertainment programming.

     INTERNET ACCELERATON PRODUCTS

         The market for our Internet acceleration products is competitive and is
subject to rapid technological change, frequent product introductions with
improved performance, competitive pricing and changing industry standards.

         We believe that the principal factors on which iAccele will compete
include:

      -  Product performance,
      -  Product quality,
      -  Product reliability,
      -  Value,
      -  Customer service and support and
      -  Length of operating history, industry experience and name recognition.

         Our direct competitors in the data acceleration market for the Internet
include Propel, Artera and Slipstream. We are aware that other companies are
currently providing an Internet data transmission acceleration service that
targets Internet users. We can give no assurance that those companies will
accept the software created by us over the acceleration services provided by
other companies or created by themselves, or that these or other companies will
not develop technology that surpasses the technology of ours.

         Due to our lack of operating history and limited experience in the data
acceleration business, it may be possible for a competitor to enter the market
and compete directly against us.

         We compete not only against companies in the broadband marketplace, but
also against those companies offering various forms of Internet access. This may
include, but is not limited to DSL, ISDN, broadband and dial-up access. It may
also be possible for competitors to package our data acceleration service into
their current Internet access product, and therefore, become resellers for us.
This situation may lead to our competitors becoming allies.

         The market for data acceleration products is still at an early stage.
We anticipate that the consumer will become better educated as to the merits of
data acceleration over time. Currently, many consumers are unaware as to the
differences between the various Internet connection services provided. It may
appear to consumers as if our product is in competition with other vendors, when
in fact the two products may be complimentary. This perceived competition may
limit our ability to make sales.

         Many of our competitors and certain prospective competitors have
significantly longer operating histories, larger installed bases, greater name
recognition and significantly greater technical, financial, manufacturing and
marketing resources. A number of these competitors have long established
relationships with our customers and potential customers.

                                        8
<PAGE>

INTELLECTUAL PROPERTY

         We regard our copyrights, trademarks, trade secrets, domain name rights
and similar intellectual property as significant to our growth and success. We
rely upon a combination of copyright and trademark laws, trade secret
protection, domain name registration agreements confidentiality and
non-disclosure agreements and contractual provisions with our employees and with
third parties to establish and protect our proprietary rights. We have applied
for federal trademark protection for our networks and channels and intend to
apply for federal trademark protection for certain of the marks and names that
we use in the course of our business.

         We assumed a license agreement for the non-exclusive use of certain
internet acceleration technology from InfoshowerX as part of the iAccele
acquisition. This technology forms the basis of our only product offering, and
was originally licensed by InfoshowerX in July 2002. The license agreement is
renewable annually and requires fixed royalties in the amount of approximately
$13 per twelve month license sold during the period. We pay the royalties within
twenty days after the Company has collected from its customers.

GOVERNMENT REGULATION

         There are few laws or regulations directly applicable to the Internet.
For example, the Digital Millennium Copyright Act, enacted into law in 1998,
protects certain qualifying online service providers from copyright infringement
liability, the Internet Tax Freedom Act, also enacted in 1998, placed a three
year moratorium on new state and local taxes on Internet access and commerce,
and under the Communications Decency Act, an Internet service provider will not
be treated as the publisher or speaker of any information provided by another
information content provider. The appeal of the Internet makes it likely,
however, that state, national or international laws may be implemented in the
future covering such issues as user privacy, defamatory speech, copyright
infringement, pricing and characteristics and quality of products and services.
Any new law or regulation may have the effect of limiting the use of the
Internet and its growth as a new medium to communicate could harm our business.

         We historically have not collected sales or other taxes with respect to
the sale of services or products on the Internet in states and countries where
we believe we are not required to do so. One or more states or countries have
sought to impose sales or other tax obligations on companies that engage in
online commerce within their jurisdictions. A successful assertion by one or
more states or countries that we should collect sales or other taxes on products
and services, or remit payment of sales or other taxes for prior periods, could
adversely affect our business.

         The Child Online Protection Act of 1998 imposes criminal penalties and
civil liability on anyone engaged in the business of selling or transferring
material that is harmful to minors, by means of the Internet, without
restricting access to this type of material by underage persons. Numerous states
have adopted or are currently considering similar types of legislation. The
imposition upon us of potential liability for broadcasting content that is
harmful to minors could require us to implement measures to reduce exposure to
liability, which may require the expenditure of substantial resources, or to
discontinue various content offerings. Further, the costs of defending against
any claims and potential adverse outcomes of these claims could have a material
adverse effect on our business.

                                        9
<PAGE>

EMPLOYEES

         As of December 31, 2002, we had no full-time employees. In January
2003, we hired a controller on a part-time basis. Our two executive officers
spend approximately thirty hours per week on our business. Accordingly,
conflicts of interest may arise in the allocation of management time among their
various business activities.

ITEM 2.  PROPERTIES

         In October 2002, we relocated our executive offices to Burlingame,
California and terminated our lease for the premises located in Miami Beach,
Florida. The rent payable by us for our Burlingame offices and facilities is
approximately $1,000 per month. We believe our offices and operating facilities
are adequate for our current purposes.

ITEM 3.  LEGAL PROCEEDINGS

         On July 10, 2002, the Company and certain related parties entered into
a Settlement Agreement with Cavendish Asset Management, LTD, a British Virgin
Islands corporation (`Cavendish"), pursuant to which the action brought by
Cavendish against the Company and the related parties in the courts of the State
of New York were terminated with no payment or compensation of any kind to the
plaintiff. Cavendish brought the action in September, 2000, alleging breach of
contract and fraud by a party it alleged was controlled by the Company in
connection with the sale of a certain political and travel publication. All
parties to the litigation exchanged mutual releases.

         Also in July 2002, the Company settled an arbitration claim brought by
an affiliate of Cavendish, Windfire International Corporation, Ltd., which is
also a British Virgin Islands Corporation. The claim also was settled on the
basis of mutual releases and no compensation.

         We believe there are no pending legal proceedings that, if adversely
determined, would have a material adverse effect on us.

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

         The Annual Meeting of Stockholders was held on December 30, 2002. At
that meeting, Alan Margerison, Satoru Hirai, Raymond Christinson and I. William
Lane were elected as directors of our company. At that meeting, the shareholders
also voted to amend our certificate of incorporation to change our name to "IA
Global, Inc."

The results of the Annual Meeting were as follows:

                                      Votes                     Votes
       Director                        For                    Abstained
 --------------------------         ----------                ----------

 Alan Margerison                    33,016,242                16,781,314

 Satoru Hirai                       33,016,242                16,781,314

 Raymond Christinson                33,016,242                16,781,314

 I. William Lane                    33,016,242                16,781,314

 Change in the company name         33,016,242                16,781,314

                                       10
<PAGE>
                                     PART II

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

         Our common stock trades on the American Stock Exchange ("Amex") under
the symbol IAO. The following table sets forth the range of the high and low
sales prices of the common stock for the periods indicate:

         QUARTER ENDED                        HIGH            LOW
         -------------                        ----            ---
         March 31, 2001                      $0.313          $0.140
         June 30, 2001                       $0.700          $0.150
         September 30, 2001                  $0.390          $0.120
         December 31, 2001                   $0.590          $0.140

         March 31, 2002                      $0.500          $0.260
         June 30, 2002                       $0.540          $0.200
         September 30, 2002                  $0.130          $0.060
         December 31, 2002                   $0.140          $0.060

         As of March 31, 2003, the closing price of the Company's common stock
was $.10 per share. As of March 31, 2003, there were approximately 188
stockholders of record of our common stock. The number of stockholders does not
include beneficial owners holding shares through nominee names.

         We have currently 1,678,433 common stock purchase warrants outstanding
(the "warrants"), which are listed on Amex under the symbol IAO.WS. There has
been virtually no trading activity for the warrants during the past two fiscal
years. On March 31, 2003, we announced that the expiration date of the warrants
was extended to April 12, 2004 and the exercise price of the warrants was
reduced to $3.50 per share.

DIVIDEND POLICY

         We have never paid any cash dividends and intend, for the foreseeable
future, to retain any future earnings for the development of our business. Our
future dividend policy will be determined by the Board of Directors on the basis
of various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

         The following table provides information as of December 31, 2002 about
our common stock that may be issued upon the exercise of options, warrants and
rights under all of our existing equity compensation plans.
<TABLE>
<CAPTION>
                               NUMBER OF SECURITIES TO        BE WEIGHTED AVERAGE -
                               ISSUED UPON EXERCISE OF         EXERCISE PRICE OF          NUMBER OF SECURITIES
                                 OUTSTANDING OPTIONS,         OUTSTANDING OPTIONS,       REMAINING AVAILABLE FOR
     PLAN CATEGORY               WARRANTS AND RIGHTS          WARRANTS AND RIGHTS            FUTURE ISSUANCE
     -------------             -----------------------        --------------------       -----------------------
<S>                                  <C>                             <C>                          <C>
Equity compensation plans
   approved by security
   holders ....................      2,550,000                       $5.70                        0

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

TOTAL .........................      2,550,000                       $5.70                        0
</TABLE>

                                       11
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

         As of September 16, 2002, we issued an aggregate of 125,000 shares of
our common stock to Advanced Multimedia Group. They provided knowledge, contacts
and potential acquisition targets in Latin America and Asia to assist in the
development of the content business. Such shares were recorded at a value of
$10,000, or $0.08 per share. The common stock was not registered under the
Securities Act of 1933 because such shares were offered and sold in a
transaction not involving a public offering, exempt from registration under the
Securities Act pursuant to Section 4(2).

         Pursuant to a consulting services agreement effective December 1, 2001,
Mr. Badner provided consulting services to us at a fixed monthly rate of
$15,000, plus reimbursement for the actual cost of all reasonable expenses of
travel and entertainment, promotional activities and other expenses incurred on
behalf of us and our subsidiaries and our affiliates in connection with the
performance of Mr. Badner's services under the agreement. We and Mr. Badner
terminated this agreement as of September 25, 2002. Mr. Badner generally
released us and IAJ and its affiliates from all liabilities, and we and Mr.
Badner agreed to cooperate with each other in regard to maintaining our AMEX
listing and in the development of our business and enhancement of the value of
our company. In consideration of such cooperation and release and in full
satisfaction of our obligations to Mr. Badner under the consulting agreement, we
agreed to issue to Mr. Badner 2,000,000 shares of our common stock and agreed to
effectuate a registration of such shares with the SEC. This issuance and sale
was exempt from registration under the Securities Act by reason of the exemption
afforded by Section 4(2) of that Act as a transaction not involving a public
offering.

         On September 30, 2002, IAJ consummated a series of related transactions
pursuant to which IAJ, together with its affiliates, became the majority
stockholder of our company. As of such date, IAJ converted 1,000 shares of our
Series A convertible preferred stock (the "Series A Preferred Stock") for
20,000,000 shares of our common stock (the "Conversion Shares"). IAJ had
acquired the Series A Preferred Stock from us on October 30, 2001, in a private
transaction for an aggregate consideration of $1,000,000. No additional
consideration was due from or paid by IAJ for the exercise of its right to
convert the Series A Preferred Stock into Conversion Shares. This issuance and
sale was exempt from registration under the Securities Act by reason of the
exemption afforded by Section 4(2) of that Act as a transaction not involving a
public offering.

ITEM 6.  SELECTED FINANCIAL DATA

         In the following table, we provide you with our selected consolidated
historical financial and other data. We have prepared the consolidated selected
financial information using our consolidated financial statements for the five
years ended December 31, 2002. When you read this selected consolidated
historical financial and other data, it is important that you read along with it
the historical financial statements and related notes in our consolidated
financial statements included in this report, as well as Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                        ------------------------------------------------------------
                                                            2002         2001        2000        1999       1998*
                                                        ------------------------------------------------------------
STATEMENT OF OPERATIONS DATA:                                   (dollars in thousands, except per share data)
<S>                                                      <C>          <C>         <C>         <C>            <C>

     Revenue ........................................... $   406      $   709     $   390     $    46         --
     Net loss ..........................................  (1,493)      (6,239)     (9,531)     (3,760)        --
     Net loss to common shareholders ...................  (1,493)      (7,239)     (9,531)     (3,760)        --
     Net loss per share ................................   (0.04)       (0.39)      (0.91)      (0.41)        --

</TABLE>
                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                        ------------------------------------------------------------
                                                            2002         2001        2000        1999        1998
                                                        ------------------------------------------------------------
BALANCE SHEET DATA:                                                         (dollars in thousands)
<S>                                                          <C>          <C>       <C>         <C>          <C>
     Total assets ......................................     451          240       2,132       6,482          7
     Long-term liability - deferred revenues ...........      --          305         785          --         --
 ----------

 * No operations existed for the short-year ended December 31, 1998.

<CAPTION>
                    SUMMARIZED QUARTERLY FINANCIAL DATA (Unaudited)

                                                 QUARTER ENDED, (in thousands)
                                                 -----------------------------
                                          March 31    June 30     Sept 30     Dec 31
                                          --------    -------     -------     -------
YEAR ENDED DECEMBER 31, 2002
<S>                                         <C>       <C>         <C>         <C>
Net revenues ...........................    $ 138     $    88     $   180     $     -
Gross profit (loss) ....................      103          64         180         (25)
Net income (loss) ......................     (170)       (260)        258      (1,321)
Net income (loss) to common shareholders     (170)       (260)        258      (1,321)
Net income (loss) per share to common
    shareholders .......................    (0.01)      (0.01)       0.01       (0.03)

YEAR ENDED DECEMBER 31, 2001

Net revenues ...........................    $ 195     $    85     $   447     $   (18)
Gross profit (loss) ....................      (40)       (160)        255         (47)
Net loss ...............................     (687)     (1,382)     (1,876)     (2,294)
Net loss to common shareholders ........     (687)     (1,382)     (1,876)     (3,294)
Net loss per share to common
    shareholders .......................    (0.06)      (0.09)      (0.10)      (0.14)

</TABLE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

INTRODUCTION

         We commenced our operations in April 1999 under the name foreignTV.com,
Inc. Our website on the Internet simulated a single TV network, which
distributed location-specific programming using streaming video technology. We
then expanded our website to provide streaming audio and video content over six
Internet "television" networks, which in the aggregate hosted over 100 distinct
channels targeted to various market and segments and niches. In December 1999,
we changed our name to Medium4.com, Inc., to reflect the diversification of our
programming and to underscore the Internet's role as the fourth medium for
television broadcasting, after cable, satellite and traditional television
transmission.

         During 2001, we refocused our business model to de-emphasize the
offering of thematic video-on-demand networks in favor of a single network of
special interest, continuously streaming broadband entertainment channels, using
a previously unavailable technology called Simulated Live Stream, or SLS. In
2002 and 2003, we further revised our business plan to expand into other areas
of media technology. We are shifting our revenue model from broadband
entertainment channels and revenues derived from advertising, to a renewed focus
on developing media technology products and services and on licensing revenues.

         We had total revenues in 2002 of $406,000, which was from license fees.
We do not expect these license fees to recur in 2003. Our current business plan
assumes that we will not derive any significant revenues during the first half
of 2003. Due to our limited operating history, in particular, under our new
business model, it is very difficult to predict our revenues beyond the first
half of 2003.

                                       13
<PAGE>

         We have incurred net losses of $1.5 million, $6.2 million and $9.5
million for the years ended December 31, 2002, 2001 and 2000. We have generated
very little revenue during the last three years. Our losses have been financed
primarily by the sale of equity in our company and through the issuance of
equity for services. We expect our net losses to continue, and possibly to
increase, for the foreseeable future.

         In order to remain a going concern will require additional financing
until such time as sufficient cash flows are generated from operations. We
expect to incur operating losses through 2003 and we will need to obtain
substantial additional financing in order to continue and expand our operations
and to meet our cash flow needs. We do not know if additional financing, in
excess of what is currently anticipated, will be available to us on commercially
reasonable terms, or at all. Moreover, if we raise additional capital through
borrowing or other debt financing, we would incur substantial interest expense.
Sales of additional equity securities will dilute on a pro rata basis the
percentage ownership of all holders of common stock. If we do raise more equity
capital in the future, it is likely that it will result in substantial dilution
to our present stockholders. Any inability to obtain additional financing will
materially adversely affect us, including possibly requiring us to significantly
curtail or cease business operations.

         On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $830,000 based on the Japanese Yen/US dollar exchange rate on that
date. The acquisition of iAccele is a key component to our strategy of shifting
our revenue model from broadband entertainment channels and revenues derived
from advertising to a renewed focus on developing media technology products and
services and on licensing revenues.

RESULTS OF OPERATIONS

The following table presents certain consolidated statement of operations
information and presentation of that data as a percentage of change from
period-to-period.
<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31,                  2002             2001
                                        --------------------------------------         COMPARED TO     COMPARED TO
                                          2002           2001            2000             2001             2000
                                          ----           ----            ----             ----             ----
                                                (dollars in thousands)
<S>                                     <C>            <C>             <C>              <C>               <C>
Revenue ..............................  $   406        $   709         $   390            (42.7)%           81.8%
Cost of sales ........................       84            701           2,249            (88.0)           (68.8)
Gross profit (loss) ..................      322              8          (1,859)         3,925.0           (100.4)

Expenses:
   Selling, general and
     administrative expenses .........      903          5,420           7,424            (83.3)           (27.0)
   Write down of fixed assets ........       38            250             335            (84.8)           (25.4)
   Write down of capitalized
     development costs ...............       --            535              --                *                *
         Total expenses ..............      941          6,205           7,759            (84.8)           (20.0)

Loss from operations .................     (619)        (6,197)         (9,618)           (90.0)           (35.6)
Total other income ...................      211             17              87          1,141.1            (80.5)
Total other expense ..................   (1,085)           (59)             --          1,739.0                *
Net loss .............................   (1,493)        (6,239)         (9,531)           (76.1)           (34.5)
 ----------
 * Not meaningful.

</TABLE>
                                       14
<PAGE>

     YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

         We sustained a net loss of approximately $1,493,000 for the year ended
December 31, 2002 on revenues of approximately $406,000, derived from earned
licensing fees. Revenues for the year ended December 31, 2001 are comprised of
earned license fees, which were $500,000 and the sale of encoding mechanisms,
amounted to approximately $200,000. The sale of the encoding mechanisms is a
one-time sale arrangement with an affiliate licensee.

         Cost of sales of approximately $84,000 for the year ended December 31,
2002 and approximately $701,000 for the year ended December 31, 2001 is
predominantly comprised of depreciation and amortization of software and
equipment used in the production of the website and content production of
$49,000 and $561,000, respectively. Production costs for the development of our
original content for the year ended December 31, 2002 were approximately $22,000
as compared to approximately $81,000 for the year ended December 31, 2001. The
production costs incurred in 2002 were residual costs incurred after the
cessation of our own content production efforts in fiscal year 2001.
Depreciation and amortization was reduced significantly for 2002 from 2001 due
to the write down of assets used for content production written off during 2001
and the relocation of our executive offices from Miami, Florida to Burlingame,
California, in the amounts of approximately $38,000 for the year ended December
31, 2002 and $250,000 for year ended December 31, 2001. We wrote down
capitalized development expenses in the amount of approximately $534,000 during
2001.

         Our selling, general and administrative expenses were approximately
$903,000 for the year ended December 31, 2002, consisting primarily of
approximately $6,000 of depreciation and amortization, $526,000 in personnel
costs, $90,000 in professional and consulting fees and the balance of $281,000
is for general administrative expenses such as rent, travel, and telephone, as
compared to approximately $5.4 million for 2001, consisting of approximately
$4.1 million in personnel costs (including $2.2 million of equity compensation),
$340,000 in professional and consulting fees,$366,000 of depreciation and
amortization and $535,000 in general administrative expenses such as rent,
travel and telephone. The reduction in personnel costs, professional and
consulting fees and other general and administrative costs from fiscal year 2001
to fiscal year 2002 is direct result of our not producing content. We recorded
approximately $211,000 of other income during the year ended December 31, 2002
relating to the forgiveness of indebtedness due to negotiated settlements with
several creditors.

         We incurred approximately $1.1 million as an interest expense during
the year ended December 31, 2002. This expense was attributable to the
beneficial conversion rights of funds loaned to us by a related party.


     YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

         We sustained a net loss of approximately $6.2 million for the year
ended December 31, 2001 on revenues of approximately $700,000, derived from
earned licensing fees and the sale of PLS encoding mechanisms. Revenues for the
year ended December 31, 2001 are comprised of earned license fees, which were
$500,000, and the sale of encoding mechanisms, which amounted to approximately
$200,000, while revenues for the year ended December 31, 2000 are comprised of
$400,000 of earned license fees. The sale of the encoding mechanisms was a
one-time sale arrangement with an affiliate licensee.

                                       15
<PAGE>

         Cost of sales of approximately $701,000 for the year ended December 31,
2001 and approximately $2.2 million for the year ended December 31, 2000 is
predominantly comprised of depreciation and amortization of software and
equipment used in the production of the website and content production of
$561,000 and $603,000, respectively. Production costs for the development of our
original content for the year ended December 31, 2001 were approximately $81,000
as compared to approximately $1.5 million for the year ended December 31, 2000.
The reduction in production costs reflects the cessation of our own content
production efforts in fiscal year 2001. Production costs include (i) data
communications, (ii) software license fees, (iii) content license fees, where
necessary in order to acquire additional content, and (iv) expenses of hiring
and compensating employees who handle production and delivery of our content.
Depreciation and amortization was reduced marginally for 2001 from 2000 due to
the write down of assets being placed in service for content production. We have
also written down certain of our fixed assets no longer employed in the
production of content due to technological changes with the digitalization
equipment utilized for content production and the relocation of our executive
offices from New York City to Miami, Florida, in the amounts of $250,000 for the
year ended December 31, 2001 and $335,000 for year ended December 31, 2000,
which includes the closure of the Paris operations. We wrote down capitalized
development expenses in the amount of approximately $535,000 during 2001.

         Our selling, general and administrative expenses were approximately
$5.4 million for the year ended December 31, 2001, consisting primarily of
approximately $4.1 million in personnel costs (including $2.2 million of equity
compensation), $340,000 in professional and consulting fees, $366,000 of
depreciation and amortization and the balance of $535,000 is for general
administrative expenses such as rent, travel and telephone, as compared to
approximately $7.4 million for 2000, consisting of approximately $3.9 million in
personnel costs (including $1.2 million of equity compensation), $303,000 in
professional and consulting fees, $3.2 million in general administrative
expenses such as rent, travel and telephone.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have financed our operations primarily through
sales of our equity securities in our initial public offering and from
several private placements, loans and capital contributions, primarily
from related parties. Net cash proceeds from  these items have totaled
approximately $12.4 million as of December 31, 2002, with approximately
$8.8 million raised in the initial public offering, $3.5 million raised
in private placements and $.1 million raised from a capital contribution.
In addition, we have issued equity for non-cash items totaling $7.4 million,
including $6.4 million issued for services and $1.0 million related to a
beneficial conversion feature. Additional funding was obtained in the form
of loans from related parties, of which approximately $1.1 million was
outstanding at December 31, 2002.

         For the year ended December 31, 2002, we used approximately $582,000 in
connection with our operating activities. Such amount was primarily attributable
to net losses, plus reductions in accounts payable, deferred revenue and accrued
expenses offset by decreases in depreciation, stock and options issued for
services and unearned compensation expenses. For the year ended December 31,
2002, $885,000 was provided by financing activities. This reflects a loan from a
related party. For the year ended December 31, 2002, approximately $122,000 was
provided by investing activities. This reflects $100,000 from the sale of our
investment in foreignTVJapan.com, an affiliated entity.

         We believe that the growth of our operations will depend on our ability
to develop and market the iAccele software. During the year ended December 31,
2002, we made no capital investments. We expect to have capital expenditures of
approximately $830,000 in 2003 for the development of iAccele. We will need
additional financing in order to finance a portion or all of these capital

                                       16
<PAGE>

expenditures. Under our current strategy, we may seek to acquire one or more
companies in other areas of media technology. Any such acquisition would require
equity or debt financing. Our inability to obtain additional financing will
materially adversely affect us, including possibly requiring us to significantly
curtail or cease business operations.

         On September 30, 2002, IAJ consummated a series of related transactions
pursuant to which IAJ, together with its affiliates, became the majority
stockholder of our company. As of such date, IAJ converted 1,000 shares of our
Series A convertible preferred stock (the "Series A Preferred Stock") for
20,000,000 shares of our common stock (the "Conversion Shares"). IAJ had
acquired the Series A Preferred Stock from us on October 30, 2001, in a private
transaction for an aggregate consideration of $1,000,000. No additional
consideration was due from or paid by IAJ for the exercise of its right to
convert the Series A Preferred Stock into Conversion Shares.

         We owed David Badner, a stockholder and a former consultant of our
company, $563,857 as of September 25, 2002 pursuant to a convertible promissory
note dated May 31, 2002 (the "Convertible Promissory Note"). We have been
informed by IAJ that as of September 25, 2002, IAJ LBO Fund, our largest
stockholder, acquired the Convertible Promissory Note from Mr. Badner. The
interest rate under the Convertible Promissory Note was 10% per annum.

         During the three months ended December 31, 2002, IAJ LBO Fund loaned us
an additional $500,000 under the Convertible Promissory Note, thereby increasing
the principal amount to $1,063,857. The proceeds from this additional loan were
used for working capital purposes.

         The debt under the Promissory Note is convertible into our Series B
preferred stock, which is convertible into shares of our common stock. The
issuance of the Series B preferred stock is subject to certain conditions
including an amendment to our certificate of incorporation increasing our
authorized common stock to at least 100,000,000 shares. As of December 31, 2002,
the principal amount of the Promissory Note was convertible into 10,638,570
shares of our common stock.

         As of October 15, 2002, all employees still on the payroll were
terminated. Additionally, we relocated our offices to Burlingame, California.

         On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $830,000 based on the Japanese Yen/US dollar exchange rate on that
date.

         In order to finance this purchase, we borrowed 100.0 million Japanese
Yen from PBAA Fund Ltd., a British Virgin Islands limited liability company. The
principal amount of this loan, together with interest thereon at 4.50% per
annum, is due and payable on January 31, 2004. We may defer payment of the
principal amount of this loan, but not accrued interest, for one additional year
with the consent of PBAA. We may prepay all or specified minimum portions of
this loan at any time after March 31, 2003 upon payment of certain prepayment
penalties.

         If this loan is not repaid by January 31, 2004, PBAA will be afforded
the right to convert any portion of the then unpaid principal amount of the
loan, as well as any then accrued but unpaid interest thereon, into shares of
our common stock at a per share conversion price equal to the Japanese Yen
equivalent of 80% of the average of the US dollar closing price of our common
stock on the American Stock Exchange in the 20 consecutive trading days
immediately prior to the date upon which PBAA gave us notice of conversion, or,

                                       17
<PAGE>

if our common stock is not then traded on the American Stock Exchange, the
closing bid price for our common stock as reported by the Nasdaq Stock Market or
such other primary exchange or stock bulletin board on which our common stock is
then traded. By way of illustration, had such conversion occurred on February
10, 2003, PBAA would have received 7,335,145 shares of our common stock which,
when added to those shares currently beneficially owned by PBAA and its
affiliates would increase their collective ownership of our common stock to
approximately 78.9%.

         At December 31, 2002, we had $444,000 in cash. We will need to obtain
additional financing in order to continue our current operations, including the
cash flow needs of iAccele, and to acquire businesses. Any inability to obtain
additional financing will materially adversely affect us, including possibly
requiring us to significantly curtail or cease business operations. Our major
shareholder has indicated a willingness to support the Company in its financing
efforts. However, there can be no assurance that the Company will be able to
secure additional funding, or that if such funding is available, whether the
terms or conditions would be acceptable to the Company, from our major
shareholder or otherwise.

         Moreover, if we raise additional capital through borrowing or other
debt financing, we will incur substantial interest expense. Sales of additional
equity securities will dilute on a pro rata basis the percentage ownership of
all holders of common stock. If we raise more capital through equity financing
in the future, it is likely that it will result in substantial dilution to our
present stockholders.

Other Material Commitments:

The Company's contractual cash obligations as of February 1, 2003, are
summarized in the table below.
<TABLE>
<CAPTION>
                                                           Less Than                 Greater Than
 Contractual Cash Obligations      Total       1 Year      1-3 Years    3-5 Years      5 Years
 ----------------------------    ---------    ---------    ---------    ---------    ------------
<S>                              <C>          <C>            <C>          <C>           <C>
 Operating leases                $   1,000    $   1,000      $   -        $   -         $   -

 Capital lease obligations               -            -          -            -             -

 Long term debt repayment        1,063,857    1,063,857          -            -             -

 Acquisitions                      830,000      830,000          -            -             -

 Capital expenditures                    -            -          -            -             -
</TABLE>

CRITICAL ACCOUNTING POLICIES

         The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure on contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions and conditions.

                                       18
<PAGE>

         Critical accounting policies are defined as those that are reflective
of significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe that
our critical accounting policies are limited to those described below. For a
detailed discussion on the application of these and other accounting policies
see our note 2 to our consolidated financial statements.

     REVENUE RECOGNITION

         Revenues are predominately from the license fees earned over the term
of the license agreement, unless terminated earlier. Prepaid license fees were
deferred until earned on a ratable straight line basis over the term on the
agreement. The revenues from the sale of encoding machines sold were recognized
when sold encoding machines were delivered. Cost of sales related to us were
comprised predominately of depreciation and amortization costs of the
capitalized software and equipment costs, as well as the costs attributed to the
assembly of the encoding machines sold.

         We apply judgment to ensure that the criteria for recognizing revenues
are consistently applied and achieved for all recognized sales transactions.

     LONG-LIVED ASSETS (INCLUDING TANGIBLE AND INTANGIBLE ASSETS)

         We acquired and built content for our website to conduct our global
business operations. Such costs affected the amount of future period
amortization expense and impairment expense that we incur and record as cost of
sales. The determination of the value of such intangible assets requires
management to make estimates and assumptions that affect our consolidated
financial statements. We assess potential impairment to the intangible and
tangible assets on a quarterly basis or when evidence that events or changes in
circumstances indicate that the carrying amount of an asset may not be
recovered. Our judgments regarding the existence of impairment indicators and
future cash flows related to these assets are based on operational performance
of our business, market conditions and other factors. Future events could cause
us conclude that impairment indicators exist and that other tangible or
intangible assets is impaired.

     ACCOUNTING FOR INCOME TAXES

         As part of the process of preparing our consolidated financial
statements, we are required to estimate our income taxes. Management judgment is
required in determining our provision of our deferred tax asset. We recorded a
valuation for the full deferred tax asset from our net operating losses carried
forward due to us not demonstrating any consistent profitable operations. In the
event that the actual results differ from these estimates or we adjust these
estimates in future periods, we may need to adjust such valuation recorded.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB issued SFAS No. 141, "Business Combination",
SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143,
"Accounting for Asset Retirement Obligations",. SFAS No. 141 requires the use of
the purchase method of accounting and prohibits the use of the
pooling-of-interest method of accounting for business combinations initiated
after June 30, 2001. It also requires that we recognize acquired intangible
assets apart from goodwill. SFAS No. 142 requires, among other things, that
companies no longer amortize goodwill, but instead test goodwill for impairment
at least annually. In addition, SFAS No. 142 requires that we identify reporting
units for the purposes of assessing potential future impairments of goodwill,
reassess the useful lives of other existing recognized intangible assets, and
cease amortization of intangible assets with an indefinite useful life. SFAS No.

                                       19
<PAGE>

143 establishes accounting standards for recognition and measurement of a
liability for an asset retirement obligation and the associated asset retirement
cost, which will be effective for financial statements issued for fiscal years
beginning after June 15, 2002.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" which basically further clarifies
SFAS No. 121 and methods of quantifying potential impairments or disposal of
assets as well as the related reporting of such impairments or disposals. We
have adopted SFAS No. 144.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This SFAS applies to costs
associated with an "exit activity" that does not involve an entity newly
acquired in a business combination or with a disposal activity covered by SFAS
No. 144. These costs include, but are not limited to the following: termination
benefits associated with involuntary terminations, terminating contracts that
are not capital leases and costs to consolidate facilities or relocate
employees. SFAS No. 146 will be effective for exit or disposal activities
initiated after December 31, 2002 with early application encouraged.

         During 2002, the FASB issued SFAS No. 145, 147 and 148, which were
amendments to existing SFAS's or other accounting pronouncements.

         The adoption of SFAS No. 141, SFAS No. 142, SFAS No. 143, SFAS No. 144
and SFAS No. 146 is not expected to have a material effect on our financial
position, results of operations and cash flows.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         The following factors, in addition to the other information contained
in this report, should be considered carefully in evaluating us and our
prospects. This report (including without limitation the following factors that
may affect operating results) contains forward-looking statements (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934) regarding us and our business, financial
condition, results of operations and prospects. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions or variations of such words are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements in this report. Additionally, statements concerning future matters
such as the development of new products, enhancements or technologies, possible
changes in legislation and other statements regarding matters that are not
historical are forward-looking statements.

         Forward-looking statements in this report reflect the good faith
judgment of our management and the statements are based on facts and factors as
we currently know them. Forward-looking statements are subject to risks and
uncertainties and actual results and outcomes may differ materially from the
results and outcomes discussed in the forward-looking statements. Factors that
could cause or contribute to such differences in results and outcomes include,
but are not limited to, those discussed below and in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" as well as those
discussed elsewhere in this report. Readers are urged not to place undue
reliance on these forward-looking statements which speak only as of the date of
this report. We undertake no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may arise after
the date of the report.

                                       20
<PAGE>

     - WE HAVE A LIMITED OPERATING HISTORY

         We have a limited operating history on which to base an evaluation of
our business and prospects, having only commenced our initial business
operations in April 1999. In addition, We anticipate shifting the revenue model
from broadband entertainment channels and revenues derived from advertising, to
a renewed focus on developing media technology products and services and on
licensing revenues. Our prospects must be considered in light of the risks,
difficulties and uncertainties frequently encountered by companies in an early
stage of development, particularly companies in new and rapidly evolving markets
such as the market for media technology products and services as well as
Internet broadcasting.

         As we have such a limited history of operations, investors will be
unable to assess our future operating performance or our future financial
results or condition by comparing these criteria against their past or present
equivalents.

     - WE HAVE EXTREMELY LIMITED CASH FLOW

         Our business requires substantial capital to continue operations. At
the present time, we have not generated material revenues from operations. To
date, our cash flow has primarily come from intermittent sales of our securities
and from loans from an affiliated person. We also have minimal cash on hand. We
can give no assurance our cash flow will be sufficient to allow us to continue
our operations at present levels, if at all.

     - WE EXPECT TO INCUR SIGNIFICANT LOSSES FOR THE FORESEEABLE FUTURE

         We have only recently recognized material revenues from services or
advertising and we have experienced net losses since inception. We expect to
incur significant losses on both a quarterly and an annual basis for the
foreseeable future. There can be no assurance that we will ever achieve
profitability.

     - WE WILL NEED SIGNIFICANT ADDITIONAL FINANCING TO CONTINUE OPERATIONS

         We will require substantial additional financing in order to be able to
continue operations beyond the first quarter of 2003, including the cash flow
needs of iAccele and to acquire businesses. Our major shareholder has indicated
a willingness to support the Company in its financing efforts. However, we have
no current definitive arrangements with respect to additional financing and
there can be no assurance that any such financing will be available to us on
commercially reasonable terms, or at all. Moreover, if we raise additional
capital through borrowing or other debt financing, we may incur substantial
interest expense. Sales of additional equity securities will result in
substantial pro rata dilution to our present stockholders. Our inability to
obtain additional financing will materially adversely affect us, including
possibly requiring us to significantly curtail operations or to cease operations
altogether.

         Technological stock in general have recently experienced significant
downturns on the financial markets, and the trend is expected to continue
indefinitely. Negative investor sentiment for technology stocks will adversely
affect our ability to secure additional financing.

         The price and volume at which our stock has recently traded on the
American Stock Exchange does not meet its criteria for continued listing.
Although the AMEX has not officially communicated any intention to us to delist

                                       21
<PAGE>

our stock, if our stock were to be delisted, it would materially affect the
ability of an investor to dispose of their shares of our stock, and further
reduce the liquidity of their investment.

     - WE WILL BE UNABLE TO ATTRACT VIEWERS TO OUR NETWORKS AND THEIR CHANNELS
IF THE PUBLIC REJECTS STREAMING TECHNOLOGY

         Our success will depend upon market acceptance of streaming technology
as an alternative to broadcast television. Without streaming technology, viewers
would not be able to initiate playback of our programming until such programming
is downloaded in its entirety, resulting in significant waiting times. The
acceptance of streaming technology will depend upon a number of factors,
including market acceptance of streaming players such as Microsoft's Windows
Media Player(TM), Real Networks' Real Player(TM), and Medium4.com Player,
technological improvements to the Internet infrastructure to allow for improved
video and audio quality and a reduction in Internet usage congestion. In
addition, Internet congestion may interrupt audio and video streams, resulting
in user dissatisfaction. Our prospects will be adversely affected if streaming
media technology fails to achieve or maintain broad acceptance.

     - WE ARE DEPENDENT ON PROVIDERS OF STREAMING MEDIA PRODUCTS

         We currently license software products that enable the broadcast of
streaming media from such companies and others. We may need to acquire
additional licenses to meet our future needs. Users are currently able to
download electronically copies of Microsoft's Windows Media Player(TM), Real
Network's Real Player(TM), and our Medium4.com software free of charge. If
providers of streaming media products substantially increase license fees
charged to us for the use of their products or refuse to license such products
to us, our ability to provide streaming audio and video will be adversely
affected.

     - WE ARE DEPENDENT ON PROVIDERS OF BROADBAND AND HIGH SPEED INTERNET ACCESS

         We rely on providers of broadband and high speed Internet access to
facilitate the viewing of our SLS channels. Because our Medium4.com Player,
which is the software used to play the SLS channels, can only play SLS channels
using high speed Internet access, without such access viewers would not be able
to download our SLS programming. If providers of broadband and high speed
Internet access do not sustain existing operations, or fail to maintain current
access speeds, our ability to provide streaming video will be adversely
affected.

     - WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS

         We regard our copyrights, trade secrets, trademarks, patents, and
similar intellectual property as significant to our growth and success. We rely
upon a combination of copyright and trademark laws, trade secret protection,
confidentiality and non-disclosure agreements and contractual provisions with
our employees and with third parties to establish and protect our proprietary
rights. We have applied for federal trademark protection for our networks and
other channels and brands and intend to apply for federal trademark protection
for other marks and names used in our business. Legal standards relating to the
validity, enforceability and scope of protection of certain proprietary rights
in Internet-related industries are uncertain and still evolving. We are unable
to assure investors as to the future viability or value of any of our
proprietary rights or those of other companies within the industry. We are also
unable to assure investors that the steps taken by us to protect our proprietary
rights will be adequate. Furthermore, we can give no assurance that our business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against us.

                                       22
<PAGE>

     - GOVERNMENT REGULATION OF THE INTERNET COULD HARM OUR BUSINESS

         There are few laws or regulations directly applicable to the Internet.
For example, the Digital Millennium Copyright Act, enacted into law in 1998,
protects certain qualifying online service providers from copyright infringement
liability, the Internet Tax Freedom Act, also enacted in 1998, placed a three
year moratorium on new state and local taxes on Internet access and commerce,
and under the Communications Decency Act, an Internet service provider will not
be treated as the publisher or speaker of any information provided by another
information content provider. The appeal of the Internet makes it likely,
however, that state, national or international laws may be implemented in the
future covering such issues as user privacy, defamatory speech, copyright
infringement, pricing and characteristics and quality of products and services.
Any new law or regulation may have the effect of limiting the use of the
Internet and its growth as a new medium to communicate could harm our business.

         We currently do not collect sales or other taxes with respect to the
sale of services or products in states and countries where we believe we are not
required to do so. One or more states or countries have sought to impose sales
or other tax obligations on companies that engage in online commerce within
their jurisdictions. A successful assertion by one or more states or countries
that we should collect sales or other taxes on products and services, or remit
payment of sales or other taxes for prior periods, could adversely affect our
business.

         The Child Online Protection Act of 1998 imposes criminal penalties and
civil liability on anyone engaged in the business of selling or transferring
material that is harmful to minors, by means of the Internet, without
restricting access to this type of material by underage persons. Numerous states
have adopted or are currently considering similar types of legislation. The
imposition upon us of potential liability for broadcasting content that is
harmful to minors could require us to implement measures to reduce exposure to
liability, which may require the expenditure of substantial resources, or to
discontinue various content offerings. Further, the costs of defending against
any claims and potential adverse outcomes of these claims could have a material
adverse effect on our business.

     - WE ARE DEPENDENT ON CERTAIN THIRD PARTY PROVIDERS

         Our future success depends upon our ability to aggregate and deliver
compelling content over the Internet. We rely exclusively on third party content
providers, such as television stations and networks, businesses and other
organizations, film producers and distributors, and record labels for compelling
and entertaining content. Our ability to maintain and build relationships with
content providers is critical to our success. Although many of our agreements
with third party content providers are for initial terms of more than one year,
such agreements may not be renewed or may be terminated prior to the expiration
of their terms if we do not fulfill our contractual obligations. Our inability
to secure licenses from content providers or the termination of a significant
number of content provider agreements would decrease the availability of content
that we can offer users. Such inability or termination may result in decreased
traffic on our websites and, as a result, decreased advertising revenue, which
could adversely affect our business.

         We also rely on certain technologies we license from third parties.
There can be no assurance these third-party technology licenses will continue to
be available to us on commercially reasonable terms. The loss of such technology
could require us to obtain substitute technology of lower quality or performance
standards or at greater cost, which could harm our business. However, other than
our trademarks and service marks, we do not believe that the loss of any
particular one of our intellectual property rights would materially harm our
business.

                                       23
<PAGE>

         The Company entered into two license agreements with related parties
for the sole and absolute use of certain Internet domain names. One of the
agreements is with an officer and director of the Company and the other is with
a not-for-profit organization whose board of directors is substantially
identical to that of the Company. The term of the agreements is twenty-five
years through December 31, 2023 with an additional renewal period of twenty-five
years thereafter. The agreements require the Company to pay license fees, which
begin at $600 per domain name and escalate to $2,500 per domain name through the
twenty fifth year of the agreement. Thereafter, the fee increase is based on the
Consumer Price Index. The agreement with the not-for-profit organization also
requires the Company to provide office space, on its premises, for up to four
employees of the not-for-profit organization for up to three years. We did not
make any payments to the Center or Mr. Braun in 2001 and 2002, and any licensing
fees that we owed the Center or Mr. Braun were either waived prior to September
25, 2002 or were waived pursuant to the terms of the termination agreement.

         In May 2000, the Company entered into a master affiliate agreement with
Windfire International Corporation, Ltd.("Windfire"), a British Virgin Islands
Corporation, pursuant to which the Company granted Windfire the exclusive right
for an initial term of five years to grant licenses solely to persons and
entities acceptable to the Company for the establishment and operation within
the nations of Brunei, Indonesia, Kenya, Malaysia, the Philippines, Singapore,
South Africa, Tanzania, Thailand and Uganda of Internet sites that will comprise
discrete channels upon one or more of our network of web sites.

         The master affiliate agreement required Windfire to pay us a one time
fee of $1,500,000, of which $500,000 was received in 2000. Revenues were
recognized initially on a straight line basis over the sixty month term of this
agreement. The Company terminated its master affiliate agreement in 2002 with
mutually acceptable terms, requiring no additional services or monies to be
exchanged or refunded in 2002.

         This recognition was accelerated in 2002 and 2001 based on management's
analysis of the legal proceedings. The Company recognized revenue of $175,000
and $250,000 in 2002 and 2001, respectively.

         In 2001, the Company received $34,000 for the purchase of a foreignTV
network. In 2002, our equity interest in foreignTVJapan.com, an affiliated
entity, was sold for $200,000.

     - THE COMPANY IS EXPOSED TO LEGAL CLAIMS

         The Company has been, currently is, or in the future may be involved in
legal proceedings or claims. Such claims are detailed in Part 1, Item 3, Legal
Proceedings. Such claims, whether with or without merit, could be time-consuming
and expensive to defend and could divert management's time and attention. There
can be no guarantee that the Company will be successful in resolving such
claims.

     - WE ARE DEPENDENT ON KEY PERSONNEL

         Our success depends to a significant degree upon the continued
contributions of key management and other personnel, some of whom could be
difficult to replace. We do not maintain key man life insurance covering our
officers. Our success will depend on the performance of our officers, our
ability to retain and motivate our officers, our ability to integrate new
officers into our operations and the ability of all personnel to work together
effectively as a team. Our failure to retain and recruit officers and other key
personnel could have a material adverse effect on our business, financial
condition and results of operations.

                                       24
<PAGE>

     - THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE

         The market price of our common stock has been and is likely in the
future to be highly volatile. Our common stock price may fluctuate significantly
in response to factors such as:

         -  Quarterly variations in our operating results,

         -  Announcements of technological innovations,

         -  New product introductions by us or our competitors,

         -  Competitive activities,

         -  Announcements by us regarding significant acquisitions, strategic
            relationships, capital expenditure commitments, liquidity and our
            AMEX listing,

         -  Additions or departures of key personnel,

         -  Issuance of convertible or equity securities for general or merger
            and acquisition purposes,

         -  Issuance of debt or convertible debt for general or merger and
            acquisition purposes,

         -  General market and economic conditions, and

         -  Defending significant litigation.

         The stocks of technology companies have experienced extreme price and
volume fluctuations. These fluctuations often have been unrelated or
disproportionate to the operating performance of these companies. These broad
market and industry factors may have a material adverse effect on the market
price of our common stock, regardless of our actual operating performance.
Factors like this could have a material adverse effect on our business,
financial condition and results of operations.

     - OUR PRINCIPAL STOCKHOLDER HAS SUBSTANTIAL INFLUENCE OVER OUR COMPANY

         As of December 31, 2002,Inter Asset Japan LBO No. 1 Fund ("IAJ LBO
Fund"), PBAA Fund Ltd. ("PBAA"), Terra Firma Fund Ltd. ("Terra Firma") and Inter
Asset Japan Co. Ltd. ("IAJ") collectively hold approximately 78.9% of the common
stock. Such entities stated in a Schedule 13D that they may be deemed to
constitute a "group" for the purposes of Rule 13d-3 under the Exchange Act. Mr.
Margerison, our Director, President and Chief Executive Officer, currently
serves as the President of Inter Asset Japan Co. Ltd, a Japanese venture capital
company.

         IAJ has the ability to cause a change of control of the board of
directors of the Company by electing candidates of its choice to the board at a
stockholder meeting, approve or disapprove any matter requiring stockholder
approval, regardless of how our other stockholders may vote. Further, under
Delaware law, IAJ has significant influence over our affairs, including the
power to cause, delay or prevent a change in control or sale of the Company,
which in turn could adversely affect the market price of our common stock.

                                       25
<PAGE>

     - THE SALE OF A SIGNIFICANT NUMBER OF OUR SHARES COULD DEPRESS THE PRICE OF
OUR STOCK.

         Sales or issuances of a large number of shares of common stock in the
public market or the perception that sales may occur could cause the market
price of our common stock to decline. As of December 2, 2002, 51.8 million
shares of common stock were outstanding. Significant shares were held by our
principal stockholder and other company insiders. As an "affiliate" (as defined
under Rule 144 of the Securities Act ("Rule 144") of the Company, they may only
sell his shares of common stock in the public market in compliance with the
volume limitations of Rule 144.

     - WE MAY ENGAGE IN ACQUISITIONS, MERGERS, STRATEGIC ALLIANCES, JOINT
       VENTURES AND DIVESTITURES THAT COULD RESULT IN FINANCIAL RESULTS THAT ARE
       DIFFERENT THAN EXPECTED.

         In the normal course of business, we may engage in discussions relating
to possible acquisitions, mergers, strategic alliances, joint ventures and
divestitures. As part of our business strategy, we completed one acquisition
during early 2003. Such transactions are accompanied by a number of risks,
including:

         -  Use of significant amounts of cash,

         -  Potentially dilutive issuances of equity securities on potentially
            unfavorable terms,

         -  Incurrence of debt on potentially unfavorable terms as well as
            amortization expenses related to goodwill and other intangible
            assets, and

         -  The possibility that we may pay too much cash or issue too much of
            our stock as the purchase price for an acquisition relative to the
            economic benefits that we ultimately derive from such acquisition.

         The process of integrating any acquisition may create unforeseen
operating difficulties and expenditures and is itself risky. The areas where we
may face difficulties include:

         -  Diversion of management time (at both companies) during the period
            of negotiation through closing and further diversion of such time
            after closing from focus on operating the businesses to issues of
            integration and future products,

         -  Decline in employee morale and retention issues resulting from
            changes in compensation, reporting relationships, future prospects
            or the direction of the business,

         -  The need to integrate each company's accounting, management
            information, human resource and other administrative systems to
            permit effective management, and the lack of control if such
            integration is delayed or not implemented,

         -  The need to implement controls, procedures and policies appropriate
            for a larger public company at companies that prior to acquisition
            had been smaller, private companies,

         -  The need to incorporate acquired technology, content or rights into
            our products and unanticipated expenses related to such integration,
            and

         -  The need to successfully develop an acquired in-process technology
            to achieve the value currently capitalized as intangible assets.

                                       26
<PAGE>

         From time to time, we have also engaged in discussions with candidates
regarding the potential acquisitions of our product lines, technologies and
businesses. If such divestiture does occur, we cannot be certain that our
business, operating results and financial condition will not be materially and
adversely affected. A successful divestiture depends on various factors,
including our ability to:

         -  Effectively transfer liabilities, contracts, facilities and
            employees to the purchaser,

         -  Identify and separate the intellectual property to be divested from
            the intellectual property that we wish to keep, and

         -  Reduce fixed costs previously associated with the divested assets or
            business.

         In addition, if customers of the divested business do not receive the
same level of service from the new owners, this may adversely affect our other
businesses to the extent that these customers also purchase other Company
products. All of these efforts require varying levels of management resources,
which may divert our attention from other business operations. Further, if
market conditions or other factors lead us to change our strategic direction, we
may not realize the expected value from such transactions.

         If we do not realize the expected benefits or synergies of such
transactions, our consolidated financial position, results of operations, cash
flows and stock price could be negatively impacted.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the year ended December 31, 2002, we do not engage in trading market risk
sensitive instruments and do not purchase hedging instruments or "other than
trading" instruments that are likely to expose us to market risk, foreign
currency exchange, commodity price or equity price risk. We have purchased no
options and entered into no swaps. We have no bank borrowing facility that could
subject us to the risk of interest rate fluctuations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Reference is made to our consolidated financial statements beginning on
page F-1 of this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

                                       27
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Our current executive officers and directors are as follows:

     NAME                       AGE     POSITION
     ----                       ---     --------

     Alan Margerison            32      President and Chief Executive Officer
                                        and Director
     Satoru Hirai               37      Chief Operating Officer, Chief Financial
                                        Officer, Secretary and Director
     Hiroshi Kubori             55      Chief Technical Officer and Director
     Raymond Christinson        31      Director
     Masazumi Ishii             55      Director
     Jun Kumamoto               35      Director
     Chinin Tana                60      Director

         ALAN MARGERISON has been President, Chief Executive Officer and a
director of our company since October 2002. Mr. Margerison has also been
President of Inter Asset Japan, a Japanese venture capital company, since 2001.
Since 2001, he has also served as President and Chief Executive Officer of both
Inter Asset Japan Co., Ltd. and Inter Asset Japan Animation Ltd., as Director
and Partner of Inter Asset Europe Investment Advisory Ltd., as Director of
Activated Content Corporation Ltd. and as Director of Inter Asset Japan Capital
(Hong Kong) Ltd. Since 2002, Mr. Margerison has served as President and Chief
Executive Officer of Inter Asset Japan REIT Holdings Co. Ltd, as Chairman of
Alan Charles Margerison Golf Resort Co., Ltd, and as Audit Committee Director of
both InfoshowerX Ltd. and Inter Asset Japan Investment Advisory. Mr. Margerison
served as Partner of Japan Private Banking Consultants since 1999 and served as
its President and Chief Executive Officer from 2001 to 2002. He served as an
Associate with Magellan Tressider Tuohy, Japan from 1998 to 1999 and worked as
an individual management consultant serving in private practice from 1997 to
1998.

         SATORU HIRAI has been our Chief Operating Officer and Chief Financial
Officer since February 2003 and Secretary and a director of our company since
October 2002. Mr. Hirai has also been Chief Executive Manager of Pacific United
Partners, LLC, a consulting firm, since June 2001. Mr. Hirai was President of
Pacific United Partners, Ltd (HK) from June 2000 to March 2001, when it ceased
operations. He served as Manager, Asia Desk, of Cargill Investor Services from
June 1999 to June 2000, as Vice President, Foreign Fixed Income, of Salomon
Smith Barney (Japan) Ltd. from June 1996 to September 1998 and as Assistant
Manager (Analyst), Financial Marketing, of Jardine Matheson K.K. from June 1991
to May 1996.

         HIROSHI KUBORI has been President and Chief Executive Officer of
InfoShowerX Co., Ltd. since April 1999 and President and Chief Executive Officer
of iAccele Co., Ltd since October 2002. iAccele has been a subsidiary of our
company since February 10, 2003. Mr. Kubori served as a management director of
Direct Internet Co., Ltd. from 1996 to 1999.

         RAYMOND CHRISTINSON has been a director of Intermedia Entertainment
Co., Ltd since 2001. He served as a Manager of Y's International Co., Ltd. from
1995 to 2001 and as a Director and Chief Operating Officer from 1999 to 2001.

                                       28
<PAGE>

         MASAZUMI ISHII is founder and Managing Director of AZCA, Inc., a
professional firm based in Menlo Park, California that provides consulting and
investment banking services to technology based companies to achieve their
corporate development objectives in the Asia-Pacific markets. Mr. Ishii is also
active as an investor in emerging high technology companies. Prior to
establishing AZCA in 1985, Mr. Ishii was a senior management consultant at
McKinsey & Company, Inc. in Tokyo and Los Angeles. At McKinsey, he planned and
managed projects for more than fifteen major corporations in Japan, Europe and
the United States, focusing on international diversification strategies. Prior
to joining McKinsey, Mr. Ishii was involved in the computer industry for more
than a decade, including eight years with IBM in Japan. Mr. Ishii serves on the
board and the advisory board of several multinational companies. Mr. Ishii is a
board member of various associations, including the Japan Society of Northern
California and the Japanese Chamber of Commerce in Northern California.

         JUN KUMAMOTO has been a lecturer at the Department of Humanities &
Culture, Tokai University and at the International Education of Students (Tokyo)
since April 2002. Prior thereto and from April 1995, Mr. Kumamoto was a research
associate at the Institute of Administrative Management, Ministry of Public
Management, Home Affairs, Posts and Telecommunications.

         CHININ TANA has been a partner of the law firm Arter & Hadden LLP since
October 2000. Prior thereto and from 1993, Mr. Tana was a partner of the law
firm of Pillsbury Madison & Sutro LLP.

         Messrs. Margerison and Hirai also currently serve as executives of
entities affiliated with IAJ, the owner of a majority of our common stock. See
"Certain Relationships and Related Transactions--Relationships with Inter Asset
Japan."

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and persons who own beneficially more than 10%
of our common stock to file reports of ownership and changes in ownership of
such common stock with the SEC, and to file copies of such reports with us.
Based solely upon a review of the copies of such reports filed with us, we
believe that during 2002 such reporting persons complied with the filing
requirements of said Section 16(a), except that Alan Margerison and Satoru Hirai
each failed to file on a timely basis a Form 3 (Initial Statement of Beneficial
Ownership of Securities).

ITEM 11. EXECUTIVE COMPENSATION

         The following table shows the compensation of our Chief Executive
Officers (the Named Officers"). None of our executive officers' total annual
compensation exceeded $100,000 for the year ended December 31, 2002.

                                       29
<PAGE>
<TABLE>
<CAPTION>

                                             SUMMARY COMPENSATION TABLE
                                                                                      LONG TERM
                                                                                     COMPENSATION
                                                                                        AWARDS
                                                                                     ------------
                                                  ANNUAL COMPENSATION                  NUMBER OF
                                          -------------------------------------       SECURITIES
       NAME AND                                                    OTHER ANNUAL       UNDERLYING       ALL OTHER
  PRINCIPAL POSITION        YEAR          SALARY        BONUS      COMPENSATION        OPTIONS        COMPENSATION
  ------------------        ----          ------        -----      ------------      ------------     ------------
<S>                         <C>         <C>              <C>            <C>               <C>              <C>
Alan Margerison,            2002        $      0         $0             $0                $0               $0
President and Chief
Executive Officer(1)

Jonathan Braun,             2002        $      0         $0             $0                $0               $0
President and Chief         2001        $ 22,500         $0             $0                $0               $0
Executive Officer(2)        2000        $183,150         $0             $0                $0               $0

</TABLE>
-----------

(1) Commenced as President and Chief Executive Officer, effective October 18,
2002. During the period from October 18, 2002 to December 31, 2002, Mr.
Margerison was compensated by, and for his services to, Inter Asset Japan Co.,
Ltd., an affiliate of the controlling stockholder of our company. We entered
into an employment agreement with Mr. Margerison on February 3, 2003. See below
"Employment Agreements."

(2) Resigned as President and Chief Executive Officer, effective October 18,
2002.

EMPLOYMENT AGREEMENTS

         On February 3, 2003, we entered into an employment agreement with Alan
Margerison to serve, for a term of three years, as our President and Chief
Executive Officer at a annual base salary of $60,000 and eligibility to receive
compensation, including options, at the discretion of our Compensation
Committee. On February 3, 2003, we entered into an employment agreement with
Satoru Hirai to serve, for a term of three years, as our Chief Operating Officer
and Chief Financial Officer at a annual base salary of $91,200 and eligibility
to receive compensation, including options, at the discretion of our
Compensation Committee. Such agreements also contain provisions for
confidentiality for the term of each agreement and thereafter. Each employment
agreement also provides for a severance payment in the amount of 25% of the
executive's annual base salary in the event that the employee is terminated by
us without cause.

         Our two executive officers spend approximately thirty hours per week on
our business. Accordingly, conflicts of interest may arise in the allocation of
management time among their various business activities.

COMPENSATION OF DIRECTORS

         Our directors who are not otherwise our employees are compensated at
the rate of $1,000 per month.

                                       30
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The following table sets forth certain information regarding the
ownership of our common stock as of March 31, 2003 by:

         o        each director;

         o        each person known by us to own beneficially 5% or more of our
                  common stock;

         o        each officer named in the summary compensation table elsewhere
                  in this report; and

         o        all directors and executive officers as a group.

         The amounts and percentages of common stock beneficially owned are
reported on the basis of regulations of the Securities and Exchange Commission
governing the determination of beneficial ownership of securities. Under the
rules of the SEC, a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power," which includes the power to vote or to
direct the voting of such security, or "investment power," which includes the
power to dispose of or to direct the disposition of such security. A person is
also deemed to be a beneficial owner of any securities of which that person has
the right to acquire beneficial ownership within 60 days. Under these rules more
than one person may be deemed a beneficial owner of the same securities and a
person may be deemed to be a beneficial owner of securities as to which such
person has no economic interest.

         Unless otherwise indicated below, each beneficial owner named in the
table has sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable. Unless
otherwise indicated, the address of each beneficial owner of more than 5% of
common stock is IA Global. Inc., 533 Airport Boulevard, Suite 400, Burlingame,
California 94010.

          NAME OF BENEFICIAL OWNER                     NUMBER           PERCENT
          ------------------------                     ------           -------

Directors and Officers

Alan Margerison..............................       55,083,515 (1)       78.9%
Satoru Hirai.................................            --                --
Hiroshi Kubori...............................            --                --
Raymond Christinson .........................            --                --
Masazumi Ishii...............................            --                --
Jun Kumamoto.................................            --                --
Chinin Tana..................................            --                --

Total Directors and Officers as a Group
     (7 Total) ..............................       55,083,515           78.9%

The symbol - means less than 1%

Greater Than 5% Ownership

Inter Asset Japan Co., Ltd.-

Inter Asset Japan LBO No. 1 Fund
  35F Atagao Greenhills Mori Tower
  2-5-1 Atago, Minato-Ku
  Tokyo 105-6235 Japan.......................       30,638,570 (2)(3)    43.8%

                                       31
<PAGE>

          NAME OF BENEFICIAL OWNER                     NUMBER           PERCENT
          ------------------------                     ------           -------

PBAA Fund Ltd.
  Woodbourne Hall
  P.O. Box 3162
  Road Town, Tortola
  British Virgin Islands ....................       11,344,945 (2)(4)    16.3%

Terra Firma Fund Ltd.
  Woodbourne Hall
  P.O. Box 3162
  Road Town, Tortola
  British Virgin Islands.....................       13,100,000 (2)       18.8%
---------
(1) Reflects the shares beneficially owned by IAJ LBO No. 1, PBAA and Terra
Firma. These entities stated in a Schedule 13D filed with the SEC on March 3,
2003, and have subsequently confirmed orally, that they may be deemed to
constitute a "group" for the purposes of Rule 13d-3 under the Exchange Act. Mr.
Margerison, who currently serves as President of IAJ, together with his business
partner, Mr. Hiroki Isobe, control each of IAJ, IAJ LBO Fund, PBAA and Terra
Firma. The share ownership reflected in the Schedule 13D has been adjusted to
include (a) the 10,638,570 shares related to the convertible promissory note
held by IAJ LBO No. 1 (b) the 7,335,145 shares related to the PBAA loan.

(2) Although IAJ LBO Fund, PBAA and Terra Firma stated in a Schedule 13D filed
with the SEC on July 17, 2003, that they may be deemed to constitute a "group"
for the purposes of Rule 13d-3 under the Exchange Act, each entity stated in
such schedule that it had sole voting and dispositive power with respect to all
of the shares reported on the Schedule 13D. The share ownership reflected in the
Schedule 13D has been adjusted to include (a) the 10,638,570 shares related to
the convertible promissory note held by IAJ LBO No. 1 (b) the 7,335,145 shares
related to the PBAA loan.

(3) IAJ LBO Fund directly owned, as of March 31, 2003, 20,000,000 shares of our
common stock, or approximately 28.7% of the outstanding shares of our common
stock. Should IAJ choose to convert the principal amount of the Promissory Note
that was outstanding on December 31, 2002 ($1,063,857), then IAJ LBO Fund would
beneficially own 30,638,570 shares of our common stock, or approximately 43.8%
of the outstanding common stock. Such conversion is subject to certain
conditions including an amendment to our certificate of incorporation increasing
our authorized common stock to at least 100,000,000 shares.

(4) PBAA directly owned as of March 31, 2003, 4,009,800 shares of our common
stock, or approximately 5.7% of our common stock. Had PBAA converted its loan on
February 10, 2003, PBAA would have received 7,335,145 shares of our common stock
which, when added to its shares currently beneficially owned by PBAA, would
increase its ownership to 11,344,945 shares or approximately 16.3% of our common
stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIPS WITH INTER ASSET JAPAN

         Mr. Alan Margerison, our Director, President and Chief Executive
Officer, currently serves as the President of IAJ, and together with his
business partner, Mr. Hiroki Isobe, they control each of IAJ, IAJ LBO Fund, PBAA
and Terra Firma.

                                       32
<PAGE>

         In order to help you understand the various transactions that are
described in this section, the following table provides details on the
affiliated parties owned or controlled by each of our Controlling Stockholders
and certain other entities, as of February 1, 2003, that are relevant for
purposes of understanding the related party transactions that have taken place:

         Inter Asset Japan LBO No. 1 Fund owns:

                                    Foreign TV Japan Co., Ltd..............66.7%
                                    InfoshowerX Co., Ltd...................42.7%
                                    IA Global, Inc.........................43.8%

         PBAA Fund Ltd. owns:
                                    IA Global, Inc.........................16.3%

         Terra Firma Fund Ltd. owns:
                                    IA Global, Inc.........................18.8%

         IA Global, Inc.
                                    iAccele Co., Ltd........................0.0%

         InfoshowerX Co., Ltd.
                                    iAccele Co., Ltd......................100.0%

Conversion of Preferred A Shares

         On September 30, 2002, IAJ consummated a series of related transactions
pursuant to which IAJ, together with its affiliates, became the majority
stockholder of our company. As of such date, IAJ converted 1,000 shares of our
Series A convertible preferred stock (the "Series A Preferred Stock") for
20,000,000 shares of our common stock (the "Conversion Shares"). IAJ had
acquired the Series A Preferred Stock from us on October 30, 2001, in a private
transaction for an aggregate consideration of $1,000,000. No additional
consideration was due from or paid by IAJ for the exercise of its right to
convert the Series A Preferred Stock into Conversion Shares.

         In connection with these transactions, Jonathan Braun, our President
and Chief Executive Officer at that time, resigned as a director of our company
effective September 30, 2002. On October 18, 2002, Mr. Braun resigned as our
President and Chief Executive Officer. Mr. Braun's resignation was not the
result of any disagreement with us on any matter relating to our operations,
policies or practices. Immediately following Mr. Braun's resignation as our
President and Chief Executive Officer, our Board of Directors elected Alan
Margerison to serve as one of our directors and appointed Mr. Margerison to
serve as our President and Chief Executive Officer.

Debt to Preferred B Shares Conversion

         We owed David Badner, a stockholder and a former consultant of our
company, $563,857 as of September 25, 2002 pursuant to a convertible promissory
note dated May 31, 2002 (the "Convertible Promissory Note"). We have been
informed by IAJ that as of September 25, 2002, IAJ LBO Fund, our largest
stockholder, acquired the Convertible Promissory Note from Mr. Badner. The
interest rate under the Convertible Promissory Note was 10% per annum.

         During the three months ended December 31, 2002, IAJ LBO Fund loaned us
an additional $500,000 under the Convertible Promissory Note, thereby increasing
the principal amount to $1,063,857. The proceeds from this additional loan were
used for working capital purposes.

                                       33
<PAGE>

         The Convertible Promissory Note was convertible into our Series B
convertible preferred stock. Each share of Series B convertible preferred stock
is convertible into 10,000 shares of our common stock.

Acquisition of iAccele Co., Ltd.

         On February 10, 2003, we acquired a 76.9% equity interest in iAccele
Co., Ltd., a privately held Japanese corporation engaged in the business of
providing an Internet data transmission acceleration service that targets
narrowband users, as well as broadband users, for 100.0 million Japanese Yen, or
approximately $830,000 based on the Japanese Yen/US dollar exchange rate on that
date.

         In order to finance this purchase, we borrowed 100.0 million Japanese
Yen from PBAA Fund Ltd., a British Virgin Islands limited liability company. The
principal amount of this loan, together with interest thereon at 4.50% per
annum, is due and payable on January 31, 2004. We may defer payment of the
principal amount of this loan, but not accrued interest, for one additional year
with the consent of PBAA. We may prepay all or specified minimum portions of
this loan at any time after March 31, 2003 upon payment of certain prepayment
penalties.

         If this loan is not repaid by January 31, 2004, PBAA will be afforded
the right to convert any portion of the then unpaid principal amount of the
loan, as well as any then accrued but unpaid interest thereon, into shares of
our common stock at a per share conversion price equal to the Japanese Yen
equivalent of 80% of the average of the US dollar closing price of our common
stock on the American Stock Exchange in the 20 consecutive trading days
immediately prior to the date upon which PBAA gave us notice of conversion, or,
if our common stock is not then traded on the American Stock Exchange, the
closing bid price for our common stock as reported by the Nasdaq Stock Market or
such other primary exchange or stock bulletin board on which our common stock is
then traded. By way of illustration, had such conversion occurred on February
10, 2003, PBAA would have received 7,335,145 shares of our common stock which,
when added to those shares currently beneficially owned by PBAA and its
affiliates would increase their collective ownership of our common stock to
approximately 78.9%.

         iAccele used 70.0 million of the 100.0 million Japanese Yen that it
received from us to partially repay a contractual obligation of 150.0 million
Japanese Yen, since reduced by iAccele's payment of 30.0 million Japanese Yen,
that it owes to InfoShowerX, a Japanese public company, which was incurred by
iAccele in connection with a December 2002 reorganization by which iAccele,
previously an unincorporated operating division of InfoShowerX, acquired the
division's assets from InfoShowerX and became a stand-alone corporation. iAccele
was required to repay this contractual obligation to InfoShowerX in its entirety
by the end of April 2003. InfoShowerX has agreed to indemnify us for any damages
that may result from representations and warranties made to us by iAccele to
acquire our equity interest thereon.

         IAJ and its affiliates own an aggregate of 42.7% and Hiroshi Kubori, a
director of our company as well as CEO of iAccele, own approximately 5% of the
capital stock of InfoShowerX. InfoShowerX owns the balance of the capital stock
of iAccele or 23.1%.

         InfoShowerX had outstanding indebtedness owed to IAJ. A portion of the
payments that InfoShowerX received from iAccele, noted above, were used to repay
some or all of its indebtedness to IAJ and its affiliates.

                                       34
<PAGE>

         Pursuant to a one-year outsourcing agreement, dated as of December 20,
2002, iAccele had provided business services to InfoShowerX and InfoShowerX had
provided technology services and office space to iAccele. A new agreement was
signed between the two companies for the term April 1, 2003 to July 31, 2003.

INVESTMENT IN FOREIGNTVJAPAN.COM

         We acquired a 10% ownership interest on January 8, 2000 for $159,000
when we signed a Local Affiliate Agreement ("Agreement") with
foreignTVJapan.com. This company was formed to develop associations with foreign
entities with such foreign entities paying us for the use of one our domain
names, a link to our website and the use of some content on our website. The
agreement had a ten year term.

         In July 2000, we entered into an amended agreement with
foreignTVJapan.com, which addressed their needs for additional content for their
channel. Under the amended agreement, foreignTVJapan.com agreed to double the
affiliate license fees payable under the original agreement, from $10,000 month
to $20,000 per month and to prepay $300,000 of this increased licensing fees in
a single lump sum. We received the $300,000 lump sum payment in September 2000.
Junichi Watanabe, one of our directors, has the right to attend the meetings of
the board of directors of foreignTVJapan.com. We do not exercise significant
influence over the operating or financial policies of this entity. A portion of
such investment was believed to be unrecoverable by management and was written
down in 2001 by $59,000. The remaining recorded value of such ownership in
foreignTVJapan.com of $100,000 was repurchased by them on September 25, 2002 for
$100,000.

         In May-December 2002, IAJ LBO No 1 acquired a 66.7% ownership interest
in foreignTVJapan Co., Ltd.

RELATIONSHIP WITH DAVID BADNER

         During the years ended December 31, 2001 and 2002, David Badner, a
stockholder of our company and a consultant to our company from December 1, 2001
to September 25, 2002, either directly or through Raebrook Inc., a New York
corporation and an investment consulting firm owned by Mr. Badner and Joseph N.
Savasta, advanced us an aggregate of approximately $873,866 to help defray our
cash flow needs. These advances were in the form of loans directly to us and
direct payments to our creditors and suppliers. During the years ended December
31, 2001 and 2002, we repaid Mr. Badner approximately $355,009 of such advances.
During the year ended December 31, 2002, Mr. Badner performed consulting
services for which he was owed $45,000. By, September 25, 2002, we owed Mr.
Badner an aggregate of $563,857 for such advances and consulting services under
the terms and conditions of the Promissory Note, which is discussed in further
detail under "Relationships with Inter Asset Japan." On September 25, 2002,
IAJ acquired the right, title and interest to the Promissory Note.

         In addition to the financing efforts of Mr. Badner discussed above, in
2000, Mr. Badner assisted us in identifying inefficiencies in our operations and
in reducing or eliminating redundant overhead and unnecessary expenses. During
the year ended December 31, 2001, Mr. Badner also assisted us in negotiating the
reduction of our accounts payable to various unaffiliated third parties, with
resultant savings to us of approximately $500,000. J.N. Savasta Corp., an
insurance brokerage, owned by Mr. Badner and Mr. Savasta, also paid
approximately $75,000 of our insurance premiums and replaced several of our
insurance policies in effect at various times during that year with comparable
coverages at substantially lower rates, with resultant savings to us in excess
of $135,000 over an 18-month period. For these and other services rendered on
our behalf during the year ended December 31, 2001, as well as in the
immediately preceding year, and in recognition of the fact that Mr. Badner had
essentially acted as our lender of last resort when we had exhausted all other
possibilities for short-term financing, we privately issued to Mr. Badner and

                                       35
<PAGE>

J.N. Savasta Corp. 11,911,650 and 1,500,000 shares, respectively, of our common
stock. We valued 12,411,650 of these shares at approximately $0.15 per share,
which represented the approximate market price of our common stock on their
respective dates of issuance during fiscal year 2001. We valued 1,000,000 of
these shares at approximately $0.18 per share, which represented the approximate
market price of our common stock on the date of issuance during fiscal year
2001.

         Pursuant to consulting services agreement effective December 1, 2001,
Mr. Badner provided consulting services to us at a fixed monthly rate of $15,000
plus reimbursement for the actual cost of all reasonable expenses of travel and
entertainment, promotional activities and other expenses incurred on behalf of
us and our subsidiaries and our affiliates in connection with the performance of
the Mr. Braun's services under the agreement. We and Mr. Badner terminated this
agreement on September 25, 2002. Mr. Badner generally released us and IAJ and
their affiliates from all liabilities, and we and Mr. Badner agreed to cooperate
with each other in regard to our American Stock Exchange listing and in the
development of our business and enhancement of the value of our company. In
consideration of such cooperation, we have issued to Mr. Badner 2,000,000 shares
of our common stock and agreed to effectuate a registration of such shares with
the SEC. We valued the remaining 2,000,000 shares at $.08 per share, which
represented the market price of our common stock on the respective dates of
issuance on September 25,2002.

CORPORATE APARTMENT

         In February 2001, we leased a corporate apartment in Miami, Florida for
the use of Jonathan Braun, our President and Chief Executive Officer at the
time, and David Badner. These individuals used the apartment while in the
process of relocating our executive offices to Miami. The monthly rental expense
was approximately $3,800. The corporate apartment was justified as being more
cost effective than hotel expense for those two individuals while in Miami on
business for the Company. In mid-2001, David Badner began paying for two-thirds
of the monthly rental expense and using the apartment for his personal use in
such promotion. Mr. Badner began paying 100% of the monthly rental expense in
April, 2002.

DOMAIN NAME LICENSE AGREEMENTS

         Prior to September 25, 2002, we had separate license agreements with
the Center of Contemporary Diplomacy, Inc., an organization founded by I.
William Lane, our former Chairman, and with Jonathan Braun, a former director
and our former President and Chief Executive Officer. The agreements afforded us
a 25-year exclusive license for unlimited use of certain Internet Web site
addresses (domain names) owned by the Center and by Mr. Braun, including the
name of our corporate home page, medium4.com. We actively used only three of the
131 domain names that we licensed: Medium4.com, foreignTV.com and
StreamingUSA.com. The annual fee for maintaining each of those other
registrations was approximately $35 per domain name. As of September 25, 2002,
we, the Center and Mr. Braun agreed to the termination of these license
agreements. Pursuant to the terms of the termination agreement, we retained the
domain names: Medium4.com, Medium4TV.com, foreignTV.com and StreamingUSA.com.

         Each of these licenses included the right to sublicense the use of the
licensed Internet names to others. These agreements required us to pay the
Center or Mr. Braun, as the case may be, an annual license fee of $600 per
address for each of the first five years of the 25-year term. We were also
obligated to indemnify the Center and Mr. Braun against any and all claims
asserted against either of them relating to our use of the addresses. We did not
make any payments to the Center or Mr. Braun in 2001 and 2002, and any licensing
fees that we owed the Center or Mr. Braun were either waived prior to September
25, 2002 or were waived pursuant to the terms of the termination agreement.

                                       36
<PAGE>

RELEASE AND INDEMNITY AGREEMENT

         As of September 25, 2002, we, IAJ and Jonathan Braun executed a Release
and Indemnity Agreement, pursuant to which Mr. Braun agreed to resign as a
director and as President and Chief Executive Officer of the Company. Mr. Braun
further agreed to the termination of his five-year employment agreement with us.
The employment agreement commenced on January 1, 1999 and was in effect until
October 18, 2002. Under the terms of Mr. Braun's employment agreement, his
annual base salary was set at $150,000, with annual increases at a rate of not
less than 10%. Mr. Braun also would have received a one-time bonus of $25,000 if
we had achieved profitability during his employment. The agreement also provided
for the payment of severance to Mr. Braun in the event of our terminating his
employment other than for "cause." The severance was required to be an aggregate
lump sum equal to one year of Mr. Braun's minimum base salary at the date of
termination, augmented by a like amount for each year of prior employment.
Pursuant to the Release and Indemnity Agreement, we and Mr. Braun agreed that,
notwithstanding the terms of Mr. Braun's employment agreement, Mr. Braun's
salary for 2001 and 2002 would be $22,500 and $0, respectively, and that Mr.
Braun would not receive any severance in connection with the termination of his
employment. Mr. Braun also agreed to continue to assist us with certain SEC
filing duties subsequent to his resignation. No compensation was paid to Mr.
Braun or any affiliate of Mr. Braun in consideration for his execution of the
Release and Indemnity Agreement, the performance of any of the provisions
thereunder, or the termination of Mr. Braun's employment agreement or the
license agreements with us.

 MISCELLANEOUS TRANSACTIONS

         In 2001, I. William Lane, the then Chairman and a current shareholder
of our company, loaned us $64,719. As of September 30, 2002, the loan was
contributed to our capital.

ITEM 14. CONTROLS AND PROCEDURES

         Within the 90 days prior to the date of this report, under the
supervision and with the participation of management, including our Chief
Executive Officer and our Chief Financial Officer, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our
Chief Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated subsidiaries)
required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of their
evaluation.

                                       37
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (A) FINANCIAL STATEMENTS:

         Our financial statements, as indicated by the Index to Consolidated
Financial Statements set forth below, begin on page F-1 of this Form 10-K, and
are hereby incorporated by reference. Financial statement schedules have been
omitted because they are not applicable or the required information is included
in the financial statements or notes thereto.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           Page

Report of Independent Auditors .............................................F-1

Consolidated Balance Sheets as of
     December 31, 2002 and 2001.............................................F-2

Consolidated Statements of Operations
     for the years ended December 31, 2002,
     2001 and 2000 .........................................................F-3

Consolidated Statement of Stockholders' Equity
     (Deficiency) for the years ended December 31,
     2002, 2001 and 2000....................................................F-4

Consolidated Statement of Cash Flows
     for the years ended December 31, 2002,
     2001 and 2000 .........................................................F-5

Notes to Consolidated Financial
     Statements ............................................................F-6

         (B) REPORTS ON FORM 8-K:

         We filed the following reports on Form 8-K during the fourth quarter of
the year ended December 31, 2002:

         o        On October 7, 2002, we reported under Items 1 and 7 of Form
                  8-K, dated September 30, 2002, the change in control of our
                  company.

         (C) EXHIBITS:

     EXHIBIT
     NUMBER    EXHIBIT DESCRIPTION
     ------    -------------------

      2.1      Investment Agreement, dated as of February 10, 2003, between
               Registrant and iAccele Co., Inc. (1)

      2.2      Indemnification Agreement, dated as of February 10, 2003, among
               Registrant, iAccele Co., Inc. and InfoShowerX Co., Ltd. (1)

      2.3      Intercompany Loan Agreement, dated as of January 31, 2003,
               between Registrant and PBAA Fund Ltd. (1)

      3.1      Certificate of Incorporation, as amended, of Registrant (2)

                                       38
<PAGE>

      3.2      Certificate of Amendment, dated January 3, 2003, to the
               Certificate of Incorporation of the Registrant (3)

      3.3      Certificate of Designation of Preferences and Rights of the
               Registrant's Series A convertible preferred stock (4)

      3.4      By-laws of Registrant, as amended (5)

      4.1      Form of Certificate evidencing shares of common stock (2)

     10.1      1999 Stock Option Plan (2)

     10.2      Agreement and Assignment dated as of September 25, 2002 by and
               among David Badner, Inter Asset Japan Co., Ltd. and Medium4.com,
               Inc.(6)

     10.3      Release and Indemnity dated as of September 25, 2002 by and among
               Jonathan Braun, Inter Asset Japan Co., Ltd. and Medium4.com, Inc.
               (6)

     10.4      Employment Agreement of Alan Margerison

     10.5      Employment of Satoru Hirai

     10.6      2000 Stock Option Plan (7)

     21.1      Subsidiaries of the Registrant

     23.1      Consent of Radin, Glass & Co., LLP

     31.1      Rule 13a-14(a)/15d-14 (a) Certifications

     31.2      Rule 13a-14(a)/15d-14 (a) Certifications

     31.3      Rule 13a-14(a)/15d-14 (a) Certifications

     32.1      Section 1350 Certifications

     32.2      Section 1350 Certifications

     32.3      Section 1350 Certifications

-------------------
(1)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     February 25, 2003, and incorporated herein by reference.

(2)  Filed as an exhibit to Registrant's Registration Statement on Form S-1, as
     amended (File No. 333-71733), and incorporated herein by reference.

(3)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     January 3, 2003, and incorporated herein by reference.

(4)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     November 8, 2001, and incorporated herein by reference.

(5)  Filed as an exhibit to Registrant's Registration Statement on Form 8-A
     (File No. 1-15863), and incorporated herein by reference.

(6)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     September 30, 2002, and incorporated herein by reference.

(7)  Filed as an exhibit to Registrant's Definitive Form 14A filed on June 6,
     2000, and incorporated herein by reference.

                                       39
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

Shareholders and Directors
IA Global, Inc. (Formerly: Medium4.com, Inc.)

We have audited the accompanying consolidated balance sheets of IA Global, Inc.
(A development stage enterprise) as of December 31, 2002 and 2001, and the
related consolidated statements of operations, shareholders' equity (deficiency)
and cash flows for each of the three years ended December 31, 2002, 2001, 2000,
and the cumulative period November 12, 1998 (inception) to December 31, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IA Global, Inc.
(formerly: Medium4.com, Inc.) as of December 31, 2002 and 2001, and the results
of its operations and its cash flows for each of the three years ended December
31, 2002, 2001, 2000, and the cumulative period November 12, 1998 (inception) to
December 31, 2002 in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations, including a net loss of approximately $1.5 million for
the year ended December 31, 2002, and has a working capital deficiency as of
December 31, 2002. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 3, the Company restated its consolidated financial
statements for the years ended December 31, 2001 and 2000.


                                        /s/ Radin, Glass & Co., LLP
                                        Certified Public Accountants
New York, New York
February 28, 2003

                                       F-1
<PAGE>
                                 IA Global, Inc.
                        (A development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEETS

                                                           December 31,
                                                    ---------------------------
                                                        2002           2001
                                                    ------------   ------------
                                                                      Restated
                                                                       Note 3
                                     ASSETS

CURRENT ASSETS:
Cash .............................................  $    444,383   $     18,380
Other current assets .............................             -            376
                                                    ------------   ------------
Total current assets .............................       444,383         18,756

INVESTMENT IN FOREIGNTVJAPAN.COM                               -        100,000

LEASEHOLD IMPROVEMENTS and EQUIPMENT, NET ........           812         93,511

OTHER ASSETS .....................................         5,477         27,569
                                                    ------------   ------------
                                                    $    450,672   $    239,836
                                                    ============   ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Accounts payable .................................  $    246,352   $    343,960
Accrued expenses .................................        31,000        211,843
Loan payable - related party .....................     1,063,858        243,479
                                                    ------------   ------------
Total current liabilities ........................     1,341,210        799,282

LONG-TERM LIABILITY - deferred revenues ..........             -        305,000

STOCKHOLDERS' EQUITY (DEFICIENCY)
Convertible preferred stock $.01 par value
  5,000 shares authorized: Series A
  Preferred Stock - -0- and 1,000, issued
  outstanding, respectively (liquidation
  value of $1,000,000) ...........................             -             10
Series B preferred Stock -
  -0- issued and outstanding .....................             -              -
Common stock, $.01 par value; 75,000,000 shares
  authorized, 51,797,556 and 29,672,556 issued
  and outstanding, respectively ..................       517,976        296,726
Paid in capital ..................................    19,744,331     18,664,745
Deficit accumulated during development stage .....   (21,022,845)   (19,530,138)
Unearned compensation expense ....................       (80,000)      (245,789)
Treasury stock ...................................       (50,000)       (50,000)
                                                    ------------   ------------
Total stockholder's equity (deficiency) ..........      (890,538)      (864,446)
                                                    ------------   ------------
                                                    $    450,672   $    239,836
                                                    ============   ============

                 See notes to consolidated financial statements

                                       F-2
<PAGE>
<TABLE>
                                                 IA Global, Inc.
                                        (A Development Stage Enterprise)

                                      CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                                    Cumulative
                                                                                                   November 12,
                                                                                                      1998
                                                           Year ended December 31,                (inception) to
                                                ----------------------------------------------     December 31,
                                                    2002             2001             2000             2002
                                                ------------     ------------     ------------     ------------

                                                  Restated         Restated         Restated         Restated
                                                   Note 3           Note 3           Note 3           Note 3
<S>                                             <C>              <C>              <C>              <C>
REVENUE ....................................    $    406,046     $    708,803     $    390,354     $  1,551,003


COST OF SALES ..............................          84,280          700,443        2,249,397        4,266,459
                                                ------------     ------------     ------------     ------------

GROSS PROFIT (LOSS) ........................         321,766            8,360       (1,859,043)      (2,715,456)
                                                ------------     ------------     ------------     ------------

EXPENSES:
Selling, general and administrative expenses         903,001        5,420,437        7,423,915       16,533,734
Write down of fixed assets .................          37,759          250,000          334,922          622,681
Write down of capitalized development costs                -          534,498                -          534,498
                                                ------------     ------------     ------------     ------------
Total expenses .............................         940,760        6,204,935        7,758,837       17,690,913
                                                ------------     ------------     ------------     ------------

LOSS FROM OPERATIONS .......................        (618,994)      (6,196,575)      (9,617,880)     (20,406,369)
                                                ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE):
Interest income ............................             212            1,351           86,809          292,079
Write down of investments ..................               -          (59,000)               -          (59,000)
Interest expense ...........................      (1,084,620)               -                -       (1,084,620)
Loss on marketable securities ..............               -                -                -         (125,445)
Other income ...............................         210,695           15,332                -          228,640
                                                ------------     ------------     ------------     ------------
Total other income (expense) ...............        (873,713)         (42,317)          86,809         (748,346)
                                                ------------     ------------     ------------     ------------

LOSS BEFORE TAXES ..........................      (1,492,707)      (6,238,892)      (9,531,071)     (21,154,715)

INCOME TAX EXPENSE .........................               -                -                -           14,000
                                                ------------     ------------     ------------     ------------

NET LOSS ...................................      (1,492,707)      (6,238,892)      (9,531,071)     (21,168,715)
Deemed dividends (Note 7) ..................               -       (1,000,000)               -                -
                                                ------------     ------------     ------------     ------------
NET LOSS to common shareholders ............      (1,492,707)      (7,238,892)      (9,531,071)     (22,168,715)
Other comprehensive income, net of tax:
Foreign currency translation adjustments ...               -                -                -          (17,052)
                                                ------------     ------------     ------------     ------------
Comprehensive loss available to
    common shareholders ....................    $ (1,492,707)    $ (7,238,892)    $ (9,531,071)    $(22,185,767)
                                                ============     ============     ============     ============

Weighted average shares of common stock
outstanding ................................      36,480,248       18,334,433       10,494,789

Net loss per share to common shareholders...    $      (0.04)    $      (0.39)    $      (0.91)
                                                ============     ============     ============

                                 See notes to consolidated financial statements

                                                       F-3
</TABLE>
<PAGE>
<TABLE>
                                                       IA Global, Inc.
                                               (A Development Stage Enterprise)

                                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY)

<CAPTION>

                                               Preferred Stock           Common Stock            Additional
                                              ------------------    ------------------------      Paid in        Accumulated
                                              Shares     Amount       Shares       Amount         Capital          Deficit
                                              ------    --------    ----------   -----------    ------------    ------------
<S>                                           <C>       <C>         <C>          <C>            <C>             <C>
Balance as of November 12, 1998 (inception)        -    $      -     8,300,000   $    83,000     $         -     $         -
                                              ------    --------    ----------   -----------    ------------    ------------

Balance as of December 31, 1998 ...........        -           -     8,300,000        83,000               -               -

Receipt of stock subscription .............        -           -             -             -               -               -
Sale of common stock - initial
      public offering .....................        -           -     1,678,433        16,784       8,766,768               -
Sale of common stock - private placement ..        -           -       200,000         2,000         598,000               -
Stock options issued for services .........        -           -             -             -       2,424,246               -
Accumulated other comprehensive income ....        -           -             -             -               -               -
Unearned compensation expense .............        -           -             -             -               -               -
Net loss ..................................        -           -             -             -               -      (3,760,176)
                                              ------    --------    ----------   -----------    ------------    ------------

Balance as of December 31, 1999 ...........        -    $      -    10,178,433   $   101,784    $ 11,789,014    $ (3,760,176)

Proceed from sale of common
      stock, net of expenses ..............        -           -     1,727,763        17,278       1,363,104               -
Stock issued for services .................        -           -       360,000         3,600         356,400               -
Stock options issued for services .........        -           -             -             -       1,489,625               -
Accumulated other comprehensive income ....        -           -             -             -               -               -
Unearned compensation expense .............        -           -             -             -               -               -
Net loss ..................................        -           -             -             -               -      (9,531,071)
                                              ------    --------    ----------   -----------    ------------    ------------

Balance as of December 31, 2000 ...........        -    $      -    12,266,196   $   122,662    $ 14,998,143    $(13,291,247)

Proceeds from sale of preferred stock .....    1,000          10             -             -         995,990               -
Proceed from sale of common stock .........        -           -     2,821,360        28,214         446,562               -
Stock issued for services .................        -           -    14,585,000       145,850       2,224,050               -
Treasury stock ............................        -           -             -             -               -               -
Unearned compensation expense .............        -           -             -             -               -               -
Net loss ..................................        -           -             -             -               -      (6,238,892)
                                              ------    --------    ----------   -----------    ------------    ------------

Balance as of December 31, 2001 ...........    1,000    $     10    29,672,556   $   296,726    $ 18,664,745    $(19,530,139)

Proceeds from conversion of preferred
      shares ..............................   (1,000)        (10)   20,000,000       200,000        (199,990)              -
Stock issued for services .................        -           -     2,125,000        21,250         151,000               -
Valuation of beneficial conversion feature         -           -             -             -       1,063,857               -
Contribution of capital ...................        -           -             -             -          64,719               -
Unearned compensation expense .............        -           -             -             -               -               -
Net loss ..................................        -           -             -             -               -      (1,492,707)
                                              ------    --------    ----------   -----------    ------------    ------------

Balance as of December 31, 2002 ...........        -    $      -    51,797,556   $   517,976    $ 19,744,331    $(21,022,845)
                                              ======    ========    ==========   ===========    ============    ============

                                                                                                                (continued)
                                        See notes to consolidated financial statements

                                                             F-4A
</TABLE>
<PAGE>
<TABLE>
                                                       IA Global, Inc.
                                               (A Development Stage Enterprise)

                                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY)
                                                         (continued)
<CAPTION>
                                                               Accumulated                                        Total
                                                                 Other                         Unearned        Stockholders
                                               Subscription   Comprehensive    Treasury      Compensation         Equity
                                                Receivable       Income         Stock           Expense        (Deficiency)
                                               ------------   -------------    --------       -----------       -----------
<S>                                              <C>            <C>            <C>            <C>               <C>
Balance as of November 12, 1998 (inception)      $(83,000)      $      -       $      -       $         -       $         -
                                                 --------       --------       --------       -----------       -----------

Balance as of December 31, 1998 ...........       (83,000)             -              -                 -                 -

Receipt of stock subscription .............        83,000              -              -                 -            83,000
Sale of common stock - initial
      public offering .....................             -              -              -                 -         8,783,552
Sale of common stock - private placement ..             -              -              -                 -           600,000
Stock options issued for services .........             -              -              -                 -         2,424,246
Accumulated other comprehensive income ....             -        (17,052)             -                 -           (17,052)
Unearned compensation expense .............             -              -              -        (2,121,215)       (2,121,215)
Net loss ..................................             -              -              -                 -        (3,760,176)
                                                 --------       --------       --------       -----------       -----------

Balance as of December 31, 1999 ...........      $      -       $(17,052)      $      -       $(2,121,215)      $ 5,992,355

Proceed from sale of common
      stock, net of expenses ..............             -              -              -                 -         1,380,382
Stock issued for services .................             -              -              -                 -           360,000
Stock options issued for services .........             -              -              -                 -         1,489,625
Accumulated other comprehensive income ....             -         17,052              -                 -            17,052
Unearned compensation expense .............             -              -              -           720,547           720,547
Net loss ..................................             -              -              -                 -        (9,531,071)
                                                 --------       --------       --------       -----------       -----------

Balance as of December 31, 2000 ...........      $      -       $      -       $      -       $(1,400,668)      $   428,890

Proceeds from sale of preferred stock .....             -              -              -                 -           996,000
Proceed from sale of common stock .........             -              -              -                 -           474,776
Stock issued for services .................             -              -              -                 -         2,369,900
Treasury stock ............................             -              -        (50,000)                -           (50,000)
Unearned compensation expense .............             -              -              -                 -                 -
Net loss ..................................             -              -              -         1,154,880        (5,084,012)
                                                 --------       --------       --------       -----------       -----------

Balance as of December 31, 2001 ...........      $      -       $      -       $(50,000)      $  (245,788)      $  (864,445)

Proceeds from conversion of preferred
      shares ..............................             -              -              -                 -                 -
Stock issued for services .................             -              -              -          (160,000)           12,250
Valuation of beneficial conversion feature              -              -              -                 -         1,063,857
Contribution of capital ...................             -              -              -                 -            64,719
Unearned compensation expense .............             -              -              -           325,788           325,788
Net loss ..................................             -              -              -                 -        (1,492,707)
                                                 --------       --------       --------       -----------       -----------

Balance as of December 31, 2002 ...........      $      -       $      -       $(50,000)      $   (80,000)      $  (890,538)
                                                 ========       ========       ========       ===========       ===========

                                        See notes to consolidated financial statements

                                                             F-4B
</TABLE>
<PAGE>
<TABLE>
                                                        IA Global, Inc.
                                               (A Development Stage Enterprise)

                                             CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                                                                                                  Cumulative
                                                                                                                 November 12,
                                                                                                                     1998
                                                                       Year ended December 31,                  (inception) to
                                                           -----------------------------------------------       December 31,
                                                              2002              2001              2000              2002
                                                           -----------       -----------       -----------       ------------
                                                                              Restated          Restated           Restated
                                                                               Note 3            Note 3             Note 3
<S>                                                        <C>               <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................      $(1,492,707)      $(6,238,892)      $(9,531,071)      $(21,022,845)
Adjustments to reconcile net loss to net cash used in
 operating activities:
Depreciation ........................................           54,940           267,605           372,961            820,507
Amortization ........................................                -           659,559           297,264            977,690
Impairment of fixed assets / investment in
 foreignTVJapan.com .................................                -           309,000                 -            309,000
Write down of fixed assets ..........................           37,759                 -           334,922            372,681
Write down of software development costs ............                -           534,498                 -            534,498
Unearned compensation expense .......................          165,788         1,154,880           720,547          2,041,215
Valuation of beneficial conversion feature ..........        1,063,857                 -                 -          1,063,857
Common stock and options issued for services ........          172,250         2,369,900         1,849,625          4,694,806
Accounts receivable .................................                1                 -            12,800                  -
Other current assets ................................              376            13,761           364,686                  -
Accounts payable ....................................          (97,608)         (170,679)          258,245            246,352
Accrued expenses ....................................         (180,843)         (141,655)          120,191             31,000
Deferred revenue ....................................         (305,000)         (480,000)          785,000                  -
Due to related parties ..............................                -                 -                 -             (6,670)
                                                           -----------       -----------       -----------       ------------

NET CASH USED IN OPERATIONS .........................         (581,187)       (1,722,023)       (4,414,830)        (9,937,909)
                                                           -----------       -----------       -----------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in foreignTVJapan.com ....................          100,000                 -                 -            (59,000)
Other assets ........................................           22,092                 -          (147,201)          (301,897)
Purchases of capital expenditures ...................                -            75,466        (1,097,504)        (2,653,098)
Marketable securities ...............................                -               220         4,159,198                  -
                                                           -----------       -----------       -----------       ------------

NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES .          122,092            75,686         2,914,493         (3,013,995)
                                                           -----------       -----------       -----------       ------------

CASH PROVIDED BY FINANCING ACTIVITIES:
Sale of common stock ................................                -           474,776         1,380,382         11,238,710
Sale of preferred stock .............................                -           996,000                 -            996,000
Purchase of treasury stock ..........................                -           (50,000)                -            (50,000)
Change in subscription receivable ...................                -                 -                 -             83,000
Loan payable  - related party .......................          885,098           193,479            50,000          1,128,577
Accumulated other comprehensive income ..............                -                 -            17,052                  -
                                                           -----------       -----------       -----------       ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES ...........          885,098         1,614,255         1,447,434         13,396,287
                                                           -----------       -----------       -----------       ------------

NET (DECREASE) INCREASE IN CASH .....................          426,003           (32,082)          (52,903)           444,383

CASH, beginning of the period .......................           18,380            50,461           103,364                  -
                                                           -----------       -----------       -----------       ------------

CASH, end of the period .............................      $   444,383       $    18,380       $    50,461       $    444,383
                                                           ===========       ===========       ===========       ============

Supplemental disclosures of cash flow information:

Interest paid .......................................      $         -       $         -       $         -       $          -
Taxes paid ..........................................      $         -       $     4,889       $     4,600       $          -

Non cash financing activities:
Common stock and options issued for services ........      $   172,250       $ 2,369,900       $ 1,489,625       $          -
Contribution of debt to equity ......................      $    64,719       $         -       $         -       $          -
Conversion of preferred stock to common stock .......      $   200,000       $         -       $         -       $          -

                                        See notes to consolidated financial statements

                                                             F-5
</TABLE>
<PAGE>
                                 IA GLOBAL, INC.
                             (FORMERLY: MEDIUM4.COM)
                        (A DEVELOPMENT STAGE ENTERPRISE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       THREE YEARS ENDED DECEMBER 31, 2002


NOTE 1.  BUSINESS

IA Global, Inc. and Subsidiaries (the "Company) formerly known as Medium4.com,
Inc. and foreignTV.com, Inc. is a Delaware corporation formed on November 12,
1998. The Company was organized to develop opportunities as an Internet
broadcaster of international and niche content. In 2000, the Company relocated
its corporate offices to Miami, Florida. In 2002 the Company relocated again to
Burlingame, California.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has suffered recurring operating losses and at December
31, 2002 had negative working capital of approximately $897,000 and a
stockholders' deficit of approximately $891,000. Unless the Company raises
additional investment, there is substantial doubt about the Company's ability to
continue as a going concern. The Company is seeking additional funding. Our
major shareholder has indicated a willingness to support the Company in its
financing efforts. However, there can be no assurance that the Company will be
able to secure additional funding, or that if such funding is available, whether
the terms or conditions would be acceptable to the Company.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. Intercompany items and transactions have been
eliminated in consolidation.

DEVELOPMENT STAGE ENTERPRISE

Due to the start-up nature of the business, the financial statements are being
presented as a development stage enterprise pursuant to Statement of Financial
Accounting Standards No. 7. The Company is developing niche content to be used
for Internet broadcasting throughout the world.

CASH

The Company classifies highly liquid temporary investments with an original
maturity of three months or less when purchased as cash equivalents.

LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment are stated at cost. Maintenance and repairs
are charged to expenses as incurred. Depreciation is provided for over the
estimated useful lives of the individual assets using straight-line methods.

                                       F-6
<PAGE>

SOFTWARE DEVELOPMENT COSTS

The Company capitalized software development costs in accordance with SFAS 86
and EITF 00-2 and SOP 98-1. At December 31, 2000, the Company capitalized
$833,649 of such software development costs, net of accumulated amortization.
The costs were amortized over 30 months on a straight-line basis. At December
31, 2001, such costs were written off.

REVENUE RECOGNITION

The Company records revenues from its license agreements on a straight line
basis over the term of the license agreements. If a license agreement is
terminated then the remaining unearned balance of the deferred revenues are
recorded as earned if applicable. The Company has also sold an encoding machine
in 2001, which such revenues have been recorded upon delivery and set up of the
machine.

ADVERTISING COSTS

Advertising costs are expensed as incurred. There were no advertising costs
incurred for the years ending December 31, 2001 and 2002.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheet for cash, receivables,
accrued expenses and loan payable-related party approximate fair value based on
the short-term maturity of these instruments.

STOCK BASED COMPENSATION

The Company has a stock-based employee compensation plans, which are described
more fully in Note 8. The company accounts for those plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. No stock-based employee compensation
cost is reflected in the net loss, as all stock options granted under that plan
had an exercise price equal to the market value of the underlying common stock
on the date of grant. The following table illustrates the effect on net loss and
earnings per share if the company had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,
to stock-based employee compensation.

                                              Year ended December 31,
                                       2002            2001            2000
                                       ----            ----            ----
Net loss available to common
 shareholder, as reported ......   $(1,492,707)    $(7,238,892)    $ (9,531,071)

Deduct: Total stock-based
 employee compensation
 expense determined under
 fair value based method for
 all awards, net of related
 tax effects ...................         -            (487,502)      (3,114,982)

Pro-forma net loss available
 to common shareholder .........   $(1,492,707)    $(7,726,394)    $(12,646,053)

Earnings per share:
Basic - as reported ............   $      (.04)    $      (.39)    $       (.91)
Basic - pro-forma ..............   $      (.04)    $      (.42)    $      (1.20)

The Company accounts for non-employee stock transactions in accordance with SFAS
No. 123 and EITF 96-18.

                                       F-7
<PAGE>

COMPREHENSIVE INCOME

The Company adopted SFAS No. 130 Reporting Comprehensive Income. This statement
establishes rules for the reporting of comprehensive income and its components.
Comprehensive income consists of net loss to common shareholders and foreign
currency translation adjustments and is presented in the Statements of
Operations.

INCOME TAXES

The Company utilizes the liability method of accounting for income taxes as set
forth in SFAS 109, "Accounting for Income Taxes." Under the liability method,
deferred taxes are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. The
Company has a net operating loss carryforward of approximately $12 million,
which expires at various times through the year 2021.

                                     2002          2001
                                 -----------   -----------
Deferred tax assets:
Net operating loss carryforward  $ 4,435,000   $ 4,400,000
Less valuation allowance ......   (4,435,000)   (4,400,000)
Net deferred tax asset ........  $         -   $         -


The reconciliation of the Company's effective tax rate differs from the Federal
income tax rate of 34% for the years ended December 31, 2002, 2001 and 2000 as a
result of the following:

                                          2002         2001           2000
                                          ----         ----           ----

Tax benefit at statutory rate ........  $(145,000)  $(2,433,000)  $(3,717,000)
Non deductible expenses - equity comp     110,000     1,375,000     1,002,000
Software development costs ...........          -       208,000      (209,000)
Recognition of license fees ..........          -             -       306,000
Depreciation .........................          -       168,000        50,000
State tax, net of federal benefit ....          -       (28,000)      (98,000)
Change in valuation allowance ........     35,000       710,000     2,666,000
                                        ---------   -----------   -----------
                                        $       -   $         -   $         -
                                        =========   ===========   ===========

NET LOSS PER SHARE

The Company has adopted SFAS 128, "Earnings per Share." Loss per common share is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period.

ACCOUNTING FOR LONG-LIVED ASSETS

The Company reviews long-lived assets, certain identifiable assets and any
goodwill related to those assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not be recoverable. At December 31, 2002 and 2001, respectively, the Company
believes that there has not been an impairment of long-lived assets, after
recording the write down of equipment and the investment in foreignTVJapan.com
during the year ended December 31, 2002. See Note 4.

                                       F-8
<PAGE>

INVESTMENT IN FOREIGNTVJAPAN.COM

We acquired a 10% ownership interest on January 8, 2000 for $159,000 when we
signed a Local Affiliate Agreement ("Agreement") with foreignTVJapan.com. This
company was formed to develop associations with foreign entities with such
foreign entities paying us for the use of one our domain names, a link to our
website and the use of some content on our website. The agreement had a ten year
term. and the Company has recorded this investment utilizing the cost method.
See Note 10(d)and 12.

We do not exercise significant influence over the operating or financial
policies of this entity. A portion of such investment was believed to be
unrecoverable by management and was written down in 2001 by $59,000. The
remaining recorded value of such ownership in foreignTVJapan.com of $100,000 was
repurchased by them on September 25, 2002 for $100,000.

In May-December 2002, IAJ LBO No 1 acquired a 66.7% ownership interest in
foreignTVJapan Co., Ltd.

ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued SFAS No. 141, "Business Combination", SFAS No.
142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for
Asset Retirement Obligations". SFAS No. 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interest method of
accounting for business combinations initiated after June 30, 2001. It also
requires that the Company recognize acquired intangible assets apart from
goodwill. SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. SFAS No. 143
establishes accounting standards for recognition and measurement of a liability
for an asset retirement obligation and the associated asset retirement cost,
which will be effective for financial statements issued for fiscal years
beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which basically further clarifies SFAS No. 121
and methods of quantifying potential impairments or disposal of assets as well
as the related reporting of such impairments or disposals. The Company has
adopted SFAS No. 144.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This SFAS applies to costs associated with an
"exit activity" that does not involve an entity newly acquired in a business
combination or with a disposal activity covered by SFAS No. 144. These costs
include, but are not limited to the following: termination benefits associated
with involuntary terminations, terminating contracts that are not capital leases
and costs to consolidate facilities or relocate employees. SFAS No. 146 will be
effective for exit or disposal activities initiated after December 31, 2002 with
early application encouraged.

                                       F-9
<PAGE>

During 2002, the FASB issued SFAS No. 145, 147 and 148, which were amendments to
existing SFAS's or other accounting pronouncements.

The adoption of SFAS No. 141, SFAS No. 142, SFAS No. 143, SFAS No. 144 and SFAS
No. 146 is not expected to have a material effect on the Company's financial
position, results of operations and cash flows.

NOTE 3.  RESTATEMENT OF 2002, 2001 AND 2000 CONSOLIDATED FINANCIAL STATEMENTS

We made certain the following adjustment and reclassifications to the prior
year's financial statements detailed as follows:

a.       Loans payable - related party of $243,479 and $50,000, as of December
         31, 2001 and 2000, respectively was previously recorded as long-term
         liabilities has been reclassified as current liabilities.

b.       The $1,000,000 valuation of the beneficial conversion feature of the
         sale of the Series A Preferred Stock in 2001 for $1,000,000 was not
         previously recorded. The $1,000,000 non-cash deemed dividend has now
         been recorded and shown as increasing the net loss to common
         shareholders with no net changes to the equity accounts.

c.       The "Write down of fixed assets" of $250,000 and $334,922 for the years
         ended December 31, 2001 and 2000, respectively, and $584,922 cumulative
         through December 31, 2001 were reclassed from "Other Income (Expense)"
         to "Expenses" as an increase to the sub-title "LOSS FROM OPERATIONS".

d.       The "Write down of capitalized development costs" of $534,498 for the
         year ended December 31, 2001 and cumulatively were reclassed from
         "Other Income (Expense)" to "Expenses" as an increase to the sub-title
         "LOSS FROM OPERATIONS".

e.       An allocation of depreciation of computer and other electronic
         equipment and amortization of capitalization software costs of $561,666
         and $603,202 for the years ended December 31, 2001 and 2000,
         respectively, and $1,323,149 cumulative through December 31, 2001 have
         been reclassed to "Cost of Sales" based on managements estimate of such
         costs attributed to the product lines developed from "Selling, general
         and administrative expenses".

f.       Amortization costs recorded as "Other assets" under investing
         activities in the consolidated statement of cash flows of $303,090 for
         the year ended December 31, 2001 and cumulatively were reclassed to
         Amortization as an "Adjustment to reconcile net loss to net cash used
         in operating activities".

g.       The write down of the $59,000 Investment in foreignTVJapan.com was
         reclassed from investing activities to "Impairment of fixed assets /
         investment in affiliate as an "Adjustment to reconcile net loss to net
         cash used in operating activities" for the year ended December 31,
         2001.

h.       Production expenses of $21,728 for the year ended December 31, 2002,
         previously reported as a separate line in the consolidated statement of
         operations under "expenses" have been reclassed to be included in "cost
         of sales".

                                      F-10
<PAGE>

NOTE 4.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

As of December 31, leasehold improvements and equipment consist of the
following:

                                                 2002            2001
                                              -----------    -----------
         Leasehold improvements ..........    $         -    $    25,053
         Furniture & fixtures ............              -        262,558
         Computer equipment ..............            812        421,946
         Camera equipment ................              -        178,424
         Other equipment .................              -        315,760
                                              -----------    -----------
                                                      812      1,203,741
         Less:  accumulated depreciation .              -       (860,230)
         Less:  impairment of fixed assets              -       (250,000)
                                              -----------    -----------
                                              $       812    $    93,511
                                              ===========    ===========

The company disposed of its leasehold improvements and equipment due to
relocation to California during 2002. The fixed assets written down represented
certain equipment noted above that is no longer being utilized due to the
Company reduced efforts to develop content. The impairment valuation was
determined by management estimating the resale value of the equipment not being
utilized. Due to the rapid technological changes in the computer industry most
of the equipment not being used has been rendered useless.

NOTE 5.  OTHER ASSETS

As of December 31, 2002 and 2001, other assets include prepaid legal fees of
$5,477 and security deposit of $27,569, respectively.

NOTE 6.  LOAN PAYABLE - RELATED PARTY

a.       As of December 31, 2000, a consultant of the Company made an advance of
         $50,000, bearing interest at 6% per annum and payable by March 21,
         2002. The same consultant made additional advances to the Company
         during calendar 2001 aggregating to $281,000. Approximately $152,000 of
         such advances were repaid during the year 2001. The remaining balance
         of such advances at December 31, 2001 was $178,759. In addition an
         officer of the Company advanced $64,720 to the Company during 2001.
         These advances are due on demand and bear interest at 6% per annum. All
         of these advances were repaid during 2002.

b.       During 2002, the consultant made additional advances to the Company in
         the amount of $563,857. Another shareholder purchased the loans made by
         the above employee and advanced additional $500,000 to the Company in
         the fourth quarter of 2002. These cumulative advances were formalized
         with a Mezzanine Financing Loan Agreement and a Convertible Promissory
         Note covering such cumulative advances made to the Company. The
         Convertible Promissory Note bears interest at 10% per annum and is
         payable upon five days notice. The Convertible Promissory Note is
         convertible into Series B Preferred Shares "Series B Shares" based on a
         price per share of $1,000 and the Series B Shares are convertible at
         any time by the holder into common stock at $.0001 per share.

                                      F-11
<PAGE>

c.       The amount outstanding to related party of $1,063,857 is due to a
         shareholder and a related party to the same shareholder. The beneficial
         conversion feature of this Series B Shares, pursuant to EITF 98-5 and
         as amended by EITF 00-27, has a recorded value of $1,063,857, which has
         been limited to the proceeds of the sale of this preferred pursuant to
         the EITF 98-5. This beneficial conversion feature was recorded as
         interest expense in 2002, since such Convertible Promissory Note is
         convertible immediately by the holder.

NOTE 7.  EQUITY TRANSACTIONS

a.       In November 1998, the founders of the Company issued 8,300,000 shares
         of common stock to themselves for $83,000. Such funds were received in
         1999.

b.       In April and May 1999 the Company sold 1,678,433 shares of common stock
         pursuant to an initial public offering registration at $6.00 per unit.
         Each unit consisted of one share of common stock and one warrant to
         purchase one share of common stock at an exercise price of $9.00. There
         are 1,678,433 of such warrants outstanding as of December 31, 2000 and
         1999. The warrants will be exercisable at any time, until they expire
         three years after the effective date of the Proposed Offering. The
         warrants may be redeemed by the Company, in whole or in part, at any
         time upon at least 30 days prior written notice to the registered
         holders, at a price of $.05 per warrant, provided that the closing bid
         price of the Common Stock was at least $12.00 for the 20 consecutive
         trading days ending on the third business day preceding the date of the
         Company's giving of notice of redemption to the warrant holders, and
         provided there is then a current registration statement in effect for
         the shares underlying the warrants. On March 31, 2003, we announced
         that the expiration date of the warrants was extended to April 12, 2004
         and the exercise price of the warrants was reduced to $3.50 per share.

         In connection with the initial public offering 167,843 units were
         issued to the underwriter with an exercise price of $6.60 for one share
         of common stock and a warrant to purchase another share of common stock
         at $9.00, expiring in May 2004. There were costs of $1,287,046 applied
         as a reduction to such offering proceeds.

c.       During the fourth quarter of 1999, the Company sold 200,000 shares of
         common stock for $3.00 per share pursuant to a private placement for
         the sale of such unregistered securities. The Company received $459,000
         of the sale of stock proceeds in 1999 and the remaining $141,000 by
         January 14, 2000. The $141,000 stock subscription was recorded as a
         other current asset as of December 31, 1999.

d.       During the first and second quarter of 2000, the Company sold 77,500
         shares of common stock pursuant to a private placement at $3.00 per
         share. During the third quarter, the Company sold 45,000 shares of
         common stock pursuant to a private placement at $2.00 per share.

e.       In March 2000, the Company entered into an "Investment Agreement",
         whereby an unaffiliated entity has purchased 105,263 shares of common
         stock for $4.75 and warrants to purchase another 105,263 shares of
         common stock for $9.00 per share over a period of four years. In
         addition this entity was issued warrants to purchase 600,000 shares of
         common stock for $1.00 per share subject to certain performance
         criteria, hereafter referred to as the "Performance Warrants". These
         Performance Warrants vest based on certain future performance criteria,
         therefore will be valued at the time such warrants vest based on the
         then trading prices of the Company's common stock.

                                      F-12
<PAGE>

f.       In June 2000, the Company began offering the sale of equity units in
         the Company pursuant to a Confidential Private Placement Memorandum.
         The Company has raised $840,000 through the sale of these units. The
         modified terms of the sale of units resulted in the sale of 1,500,000
         shares of common stock and 1,500,000 Series A redeemable common stock
         purchase warrants for $3.00 per share for three years and the issuance
         of units providing for the purchase 345,000 shares of common stock.

g.       During the year 2000, the Company issued 360,000 shares to several
         individuals for services rendered during the year. These shares were
         valued at $360,000 and expensed during the year 2000.

h.       During the first quarter of 2001, the Company sold 297,600 shares of
         common stock to a related party at $.25 per share. The per share price
         was the market price on the day of the sale.

i.       The Company issued 14,585,000 shares of common stock for services
         rendered at $.15 - $.50 per share during year 2001. The Company
         recorded $2,369,900 of compensation expense relating to such issuance.
         The per share price utilized for valuing such shares issued for
         services was the market price on the day such shares were determined to
         be earned for the services rendered.

j.       In the second, third and fourth quarters of 2001, the Company sold
         2,000,000 shares of common stock pursuant to a private placement at
         $.15 per share, 400,000 shares at $.20 per share, 100,000 shares at
         $.20 per share and 23,760 at $.01 per share all expenses relating to
         the shares sold have been deducted as a cost of raising such capital.

k.       On October 30, 2001, the Company sold 1,000 shares of Series A
         Convertible Preferred Stock to an institutional investor for
         $1,000,000. Each share of Series A Convertible Preferred Stock is
         convertible at any time or from time to time into 20,000 shares of
         common stock, or an aggregate of 20,000,000 shares of common stock if
         all of the Series A Convertible Preferred Stock is converted. The
         beneficial conversion feature of this preferred stock, pursuant to EITF
         98-5 and as amended by EITF 00-27, has a recorded value of $1,000,000,
         which has been limited to the proceeds of the sale of this preferred
         pursuant to the EITF 98-5. This beneficial conversion feature was
         recorded as a non-cash deemed dividend during 2001, resulting in an
         increase in the loss applicable to common shareholders. The paid in
         capital accounts as result of this adjustment was to record the value
         of the beneficial conversion feature to paid in capital by increasing
         such account by $1,000,000 and decreasing paid in capital for the
         deemed dividend of $1,000,000.

l.       On September 30, 2002, the Company converted its 1,000 of preferred
         shares into 20,000,000 shares of common stock. Also 2,125,000 shares
         were issued for services at $0.08 per share.

m.       A director and shareholder contributed $64,719 of indebtedness owed to
         capital as of September 30, 2002.

NOTE 8.  STOCK OPTION PLAN

The Company has two incentive stock option plans, which are authorized to issue
up to 500,000 and 1,000,000 shares of common stock, respectively, subject to
approval by the stockholders.

                                      F-13
<PAGE>

The Company accounts for its stock option plan under APB Opinion No. 25,
"Accounting for Stock Issued to Employees", under which no compensation expense
is recognized. The Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation", for disclosure purposes; accordingly, no compensation expense is
recognized in the results of operations for options granted at fair market value
as required by APB Opinion No. 25.

Stock option activity for the year ended December 31, 2002, 2001 and 2000 is
summarized as follows:

Employee Stock Option Plan:
                                                        Weighted Average
                                             Shares      Exercise Price
                                           ----------   ----------------
         Outstanding at December 31, 1999     499,500        $ 6.30
            Granted .....................   1,735,000          6.28
            Exercised ...................           -             -
            Expired or cancelled ........           -             -
                                           ----------        ------
         Outstanding at December 31, 2000   2,234,500          6.29
            Granted .....................           -             -
            Exercised ...................           -             -
            Expired or cancelled ........   1,224,500          5.55
                                           ----------        ------
         Outstanding at December 31, 2001   1,010,000          7.18
            Granted .....................           -             -
            Exercised ...................           -             -
            Expired or cancelled ........  (1,010,000)         7.18
                                           ----------        ------
         Outstanding at December 31, 2002           -        $    -
                                           ==========        ======

Non - Employee Stock Option Plan:
                                                        Weighted Average
                                             Shares      Exercise Price
                                           ----------   ----------------
         Outstanding at December 31, 1999     723,500        $ 6.63
            Granted                         1,826,500          5.33
            Exercised                               -             -
            Expired or cancelled                    -             -
                                           ----------        ------
         Outstanding at December 31, 2000   2,550,000          5.70
            Granted                                 -             -
            Exercised                               -             -
            Expired or cancelled                    -             -
                                           ----------        ------
         Outstanding at December 31, 2001   2,550,000          5.70
            Granted                                 -             -
            Exercised                               -             -
            Expired or cancelled                    -             -
                                           ----------        ------
         Outstanding at December 31, 2002   2,550,000        $ 5.70
                                           ==========        ======

                                      F-14
<PAGE>

Information, at date of issuance, regarding stock option grants for the year
ended December 31, 2002, 2001 and 2000:
                                                          Weighted    Weighted
                                                          Average     Average
                                                          Exercise     Fair
                                              Shares       Price       Value
                                             ---------    --------    --------
Year ended December 31, 2000:
   Exercise price exceeds market price ....  3,441,500     $ 6.00      $ 1.36
   Exercise price equals market price .....     20,000       5.13        2.35
   Exercise price is less that market price    100,000       1.00        4.17

Year ended December 31, 2001:
   Exercise price exceeds market price ....          -     $    -      $    -
   Exercise price equals market price .....          -          -           -
   Exercise price is less that market price          -          -           -

Year ended December 31, 2002:
   Exercise price exceeds market price ....          -     $    -      $    -
   Exercise price equals market price .....          -          -           -
   Exercise price is less that market price          -          -           -

The following table summarizes information about stock options outstanding and
exercisable at December 31, 2002:

                                       Outstanding and exercisable
                             ---------------------------------------------------
                                            Weighted-
                                             Average     Weighted
                                            Remaining     Average
                               Number        Life in     Exercise      Number
                             Outstanding      Years        Price     Exercisable
                             -----------      -----        -----     -----------
Range of exercise prices:
$1.00 to $4.00 ............     525,000        2.88         2.71        525,000
$4.00 to $6.00 ............   1,685,000        2.13         5.96      1,685,000
$9.00 .....................     340,000        2.19         9.00        340,000

For disclosure purposes in accordance with SFAS No. 123, the fair value of each
stock option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
stock options granted during the year ended December 31, 2002, 2001 and 2000:
annual dividends of $0.00, expected volatility of 99%, risk-free interest rate
of 5.75% and expected life of five years for all grants.

If the Company recognized compensation cost for the vested portion of the
employee stock option plan in accordance with SFAS No. 123, the Company's
pro-forma net loss and loss per share for the years ended December 31, 2002,
2001 and 2000, would have been approximately, $1,492,707 and $(.04), $7,726,394
and $(.42) and $12,646,053 and $(1.20), respectively.

The non-employee stock options outstanding are fully vested. The compensation
expense attributed to the issuance of these stock options will be amortized over
twenty four months. the term of service arrangement. These stock options are
exercisable for five years from the grant date.

                                      F-15
<PAGE>

The employee stock option plan stock options are exercisable for five years from
the grant date and vest over various terms from three to five years. As of
December 31, 2000, 705,500 of these stock options were vested. During 2001 and
2002, all of the Company's employees have been terminated or resigned which
resulted in the cancellation of the stock options, pursuant to the terms of both
stock option plans.

NOTE 9.  LICENSE AGREEMENTS

a.  The Company entered into two license agreements with related parties for the
    sole and absolute use of certain Internet domain names. One of the
    agreements is with an officer and director of the Company and the other is
    with a not-for-profit organization whose board of directors is substantially
    identical to that of the Company. The term of the agreements is twenty-five
    years through December 31, 2023 with an additional renewal period of
    twenty-five years thereafter. The agreements require the Company to pay
    license fees, which begin at $600 per domain name and escalate to $2,500 per
    domain name through the twenty fifth year of the agreement. Thereafter, the
    fee increase is based on the Consumer Price Index. The agreement with the
    not-for-profit organization also requires the Company to provide office
    space, on its premises, for up to four employees of the not-for-profit
    organization for up to three years. The director and the not-for-profit
    organization have waived all the rights to collection on past due amounts
    through September 30, 2002 and on September 30, 2002 the director and the
    not-for-profit organization terminated the license agreements and
    transferred the domain names ForeignTV.com, Medium4.com, Medium4TV.com and
    StreamingUSA.com to the Company for nominal consideration.

b.  In May 2000, the Company entered into a master affiliate agreement with
    Windfire International Corporation, Ltd. ("Windfire"), a British Virgin
    Islands Corporation, pursuant to which the Company granted Windfire the
    exclusive right for an initial term of five years to grant licenses solely
    to persons and entities acceptable to the Company for the establishment and
    operation within the nations of Brunei, Indonesia, Kenya, Malaysia, the
    Philippines, Singapore, South Africa, Tanzania, Thailand and Uganda of
    Internet sites that will comprise discrete channels upon one or more of our
    network of web sites.

The master affiliate agreement required Windfire to pay us a one time fee of
$1,500,000, of which $500,000 was received in 2000. Revenues were recognized
initially on a straight line basis over the sixty month term of this agreement.
The Company terminated its master affiliate agreement in 2002 with mutually
acceptable terms, requiring no additional services or monies to be exchanged or
refunded in 2002.

This recognition was accelerated in 2002 and 2001 based on management's analysis
of the legal proceedings. The Company recognized revenue of $175,000 and
$250,000 in 2002 and 2001, respectively.

In 2001, the Company received $34,000 for the purchase of a foreignTV network.
The remaining recorded value of such ownership in foreignTVJapan.com of $100,000
was repurchased by them during 2002 for $200,000.

                                      F-16
<PAGE>

NOTE 10. COMMITMENTS AND CONTINGENCIES

a.  The Company had leased office space in New York City, NY. In early 2001, the
    Company terminated the lease and relinquished approximately half of their
    security deposit. In addition, the related leasehold improvements have been
    written off in calendar year 2000. The Company has ceased leasing space in
    certain countries abroad. The Company was leasing space in Miami, FL, which
    such lease was terminated in September 2002 for $60,430. In 2002, the
    Company relocated its corporate offices to California. On December 1, 2002
    the Company entered into new lease agreement on month by month basis for six
    months. Monthly rent is $1,000.

b.  Rent expense for the year ended December 31, 2002, 2001, and 2000 was
    $73,576, $129,451 and $157,688, respectively.

c.  The Company is subject to litigation from time to time arising in the
    ordinary course of its business. The Company does not believe that any such
    litigation is likely, individually or in the aggregate, to have a material
    adverse effect on the financial condition of the Company.

NOTE 11. SUBSEQUENT EVENTS

On February 10, 2003, we acquired a 76.9% equity interest in iAccele Co., Ltd.,
a privately held Japanese corporation engaged in the business of providing an
Internet data transmission acceleration service that targets narrowband users,
as well as broadband users, for 100.0 million Japanese Yen, or approximately
$830,000 based on the Japanese Yen/US dollar exchange rate on that date.

In order to finance this purchase, we borrowed 100.0 million Japanese Yen from
PBAA Fund Ltd., a British Virgin Islands limited liability company. The
principal amount of this loan, together with interest thereon at 4.50% per
annum, is due and payable on January 31, 2004. We may defer payment of the
principal amount of this loan, but not accrued interest, for one additional year
with the consent of PBAA. We may prepay all or specified minimum portions of
this loan at any time after March 31, 2003 upon payment of certain prepayment
penalties.

If this loan is not repaid by January 31, 2004, PBAA will be afforded the right
to convert any portion of the then unpaid principal amount of the loan, as well
as any then accrued but unpaid interest thereon, into shares of our common stock
at a per share conversion price equal to the Japanese Yen equivalent of 80% of
the average of the US dollar closing price of our common stock on the American
Stock Exchange in the 20 consecutive trading days immediately prior to the date
upon which PBAA gave us notice of conversion, or, if our common stock is not
then traded on the American Stock Exchange, the closing bid price for our common
stock as reported by the Nasdaq Stock Market or such other primary exchange or
stock bulletin board on which our common stock is then traded. By way of
illustration, had such conversion occurred on February 10, 2003, PBAA would have
received 7,335,145 shares of our common stock which, when added to those shares
currently beneficially owned by PBAA and its affiliates would increase their
collective ownership of our common stock to approximately 78.9%.

In February 2003, the Company signed three year employment agreements with two
of its' executives and granted 1,500,000 Incentive Stock Options at $.08 per
share (fair market value at the date of the grant), exercisable immediately and
expiring on January 23, 2013.

                                      F-17
<PAGE>

NOTE 12. INVESTMENT IN FOREIGNTVJAPAN.COM

We acquired a 10% ownership interest on January 8, 2000 for $159,000 when we
signed a Local Affiliate Agreement ("Agreement") with foreignTVJapan.com. This
company was formed to develop associations with foreign entities with such
foreign entities paying us for the use of one our domain names, a link to our
website and the use of some content on our website. The agreement had a ten year
term.

In July 2000, we entered into an amended agreement with foreignTVJapan.com,
which addressed their needs for additional content for their channel. Under the
amended agreement, foreignTVJapan.com agreed to double the affiliate license
fees payable under the original agreement, from $10,000 month to $20,000 per
month and to prepay $300,000 of this increased licensing fees in a single lump
sum. We received the $300,000 lump sum payment in September 2000. Junichi
Watanabe, one of our directors, has the right to attend the meetings of the
board of directors of foreignTVJapan.com. We do not exercise significant
influence over the operating or financial policies of this entity. A portion of
such investment was believed to be unrecoverable by management and was written
down in 2001 by $59,000. The remaining recorded value of such ownership in
foreignTVJapan.com of $100,000 was repurchased by them on September 25, 2002 for
$100,000.

In May-December 2002, IAJ LBO No 1 acquired a 66.7% ownership interest in
foreignTVJapan Co., Ltd.

                                      F-18
<PAGE>
                                   SIGNATURES

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


                                        IA GLOBAL, INC.


Date: April 14, 2004                    By: /s/ Alan Margerison
                                            -------------------
                                            Alan Margerison
                                            President, Chief Executive Officer
                                            and Director


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

 SIGNATURES                              TITLE                         DATE
 ----------                              -----                         ----

 /s/ Alan Margerison           President, Chief Executive        April 14, 2004
 -----------------------       Officer and Director
 Alan Margerison               (Principal Executive Officer)


 /s/ Mark Scott                Chief Financial Officer,          April 14, 2004
 -----------------------       Secretary and Director
 Mark Scott                    (Principal Financial Officer and
                               Principal Accounting Officer)


 /s/ Raymond Christinson       Director                          April 13, 2004
 -----------------------
 Raymond Christinson


 /s/ Jun Kumamoto              Director                          April 14, 2004
 -----------------------
 Jun Kumamoto


 /s/ Eric La Cara              Director                          April 14, 2004
 -----------------------
 Eric La Cara