SECURITIES EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                       Commission file number 333 - 72660


                                  ICONET, INC.
             (Exact name of registrant as specified in its Charter)

                                     Nevada
         (State of other jurisdiction of incorporation or organization)

                                   86-0891931

                      (I.R.S. Employer Identification No.)

                                 8 Gaucho Drive
                         Rolling Hills Estates, CA 90274

                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: 416-682-9255

     Securities to be registered pursuant to Section 12(b) of the Act: None
 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock

                                  Common Stock
                                (Title of Class)

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

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

There are 48,445,430 shares of common stock outstanding as of December 31, 2002.
The shares are traded on the OTC Bulletin Board.

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

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

<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. On May 14, 2003, the aggregate market
value of non-affiliate shares was $384,455.00.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 38,445,430 shares of which 30,150,000
were restricted shares. Registrant filed a Form SB-2 on November 1, 2001,
seeking to register 30,150,000 shares of issued and outstanding shares of
Common Stock for selling shareholders. The Form SB-2 was withdrawn by the
Company and was not declared effective.


<PAGE>


                                TABLE OF CONTENTS

PART I

Item 1   Description of Business

Item 2   Description of Property

Item 3   Legal Proceedings

Item 4   Submission of Matters to a Vote of Security Holders


PART II

Item 5   Market for Common Equity and Related Stockholder Matters

Item 6   Management's Discussion and Analysis of Plan of Operations.

Item 7   Financial Statements

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


PART III

Item 9     Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act

Item 10    Executive Compensation

Item 11    Security Ownership of Certain Beneficial Owners and
           Management

Item 12    Certain Relationships and Related Transactions

Item 13    Exhibits, List and Reports on Form 8-K





<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND  AND  REORGANIZATION

Iconet, Inc., formerly known as Digital Video Display Technology Corp. (the
"Company") was incorporated under the laws of the State of Nevada on August 1,
1997, under the name Meximed Industries. On January 27, 1999, we filed an
Amendment to our Articles of Incorporation changing our name to Digital Video
Display Technology Corp., and on July 12, 2001, filed an Amendment to our
Articles of Incorporation changing our name to Iconet, Inc.

We were initially formed to engage in the business of developing, producing and
distributing a non-reusable medical syringe. In July 1998, we raised a total of
$200,000 in a public offering pursuant to an exemption provided by Rule 504 of
Regulation D, promulgated under the Securities Act of 1933, as amended. The
offering was approved for sale by The New York State Department of Law. After
recognizing the syringe project was going to be far too expensive and difficult
to pursue, we began looking for another business to acquire.

In January 1999, we completed a reorganization and change in control and
acquired a License to a U.S. Patent for an audio video jukebox system from
Software Control Systems International Inc., a Canadian corporation and
unrelated third party (SCSI). As consideration for the License, we agreed to pay
SCSI the sum of $250,000 U.S. in cash and issued SCSI 2,000,000 shares of our
restricted common stock. The License was for a term of 15 years and granted us
an exclusive right to market and sell the SCSI proprietary technology and
products throughout Canada and the states of Oregon, Washington, Montana, Idaho
and Hawaii. Subsequently, on May 10, 1999, we entered into a Distributor
Agreement with SCSI granting SCSI the right to act as a distribution agent for
us. Pursuant to the Agreement, we were to supply SCSI a minimum of 500 jukebox
systems at a price of $7,500 which may be paid in full at the time of delivery
or at the rate of $150 per month for 60 months.

On September 1, 1999, the SCSI agreement was modified. The amendment stated that
we were obligated to pay the $250,000 in $20,000 installments, beginning
December 15, 1999, with a final payment of $10,000 due on December 15, 2000.
This amendment was never ratified by our Board. As of December 31, 1999, no
payment had been made to the third party. The 2,000,000 restricted shares were
to be held by SCSI for two years. SCSI had attempted to sell 230,000 shares of
the stock before the two years expired, so we stopped the sale, and canceled the
2,000,000 shares.

On May 5, 2000, we received a letter from the SCSI attorneys demanding that the
2,000,000 shares be reinstated, and that we pay the $250,000 that was originally
agreed upon. The letter also demanded a distributorship for two of the officers


<PAGE>

of SCSI to distribute our video jukeboxes at 10% commission in Canada and the
Northwestern United States. Other settlement alternatives were also offered. We
subsequently settled this dispute without litigation, and we retained no rights
in or to the SCSI audio video juke system. The 2,000,000 shares remain cancelled
and the $250,000.000 debt was cancelled. In the fourth quarter of 2001, our
management had internal disagreements regarding the company's future course of
action in order to achieve its business goals of producing and distributing
video jukeboxes, and was experiencing financial difficulties. This caused the
company to lose momentum, put the line of credit at risk and eventually resulted
in new management being installed. In May 2001, Mr. Randy Miller was appointed
by the then-directors to serve as a Director and sole officer of the Company,
and the other directors resigned, leaving Mr. Miller as the sole director. Mr.
Dalmata, and his group of investors, were interested in protecting their line of
credit and repayment of monies drawn down on the line by the Company, and
approved the appointment of Mr. Miller, and Mr. Dalmata was given the
opportunity to be appointed as a director, if he chose to do so, during the
two-year period commencing May 30, 2001, for a Director term of one year. To
date, Mr. Dalmata has not requested that he be appointed as a director.

Subsequently, in 2001, the technology relating to the audio video jukebox
industry changed significantly and we no longer require the patent held by SCSI
to conduct our proposed business. We have developed a proprietary system,
combining off-the-shelf components, which is not patented and may not be
patentable, as we have not consulted with a patent counsel about the system we
are using.

We never produced or sold any video jukeboxes, and have abandoned the jukebox
business.

In May 2001, we issued shares to Mr. Kurt Dalmata in exchange for his reduction
of monies we owed to him.

Subsequently, in July 2001, we effected a reverse stock split.

Subsequently, we issued an additional 30,000,000 shares in exchange for the
reduction of $637,925 in debt.

On June 12, 2002, the Company entered into an Option to Purchase 100% interest
in 21 mining claims situated in Langmuir Township, Porcupine Mining Division,
Ontario, Canada, from Sea Emerald Development Corp., a Canadian corporation
("Sea Emerald"). Consideration for the Option was $10.00, and the exercise price
for 100% interest in the 21 mining claims is 10,000,000 shares of the Company's
restricted Common Stock.

         Pursuant to the terms of the Agreement, a copy of which is included as
an exhibit to this Form 8-K, the Company is required to issue 2,000,000 of the
10,000,000 shares to Sea Emerald within 5 business days from the date of the
Agreement, and 2,000,000 shares at six-month intervals, commencing six months
from the date of the Agreement. The Company must issue the full 10,000,000
shares in order to acquire any interest in or title to the 21 claims. In
addition, the Company is obligated to pay Sea Emerald a royalty equal to 5% of

<PAGE>

Net Smelter Returns ("NSR") from production from the claims. The Company has an
option to buy back from Sea Emerald up to a maximum of 2% of the NSR, leaving
Sea Emerald with a 3% NSR. The buy-back price is Cdn$1,000,000 per 1% NSR. If
the Company has not commenced production from the claims and has not exercised
its buy-back right for 2% NSR on or before June 12, 2006, then the Company is
obligated to commence payment of a minimum advance royalty of US$50,000.00 per
year, commencing June 13, 2006.

         The amount of the consideration for the Option was nominal and
customary in the mining industry, and the amount of the consideration for
exercise of the Option was determined based on what the parties believed, given
the limited information and data available on the 21 mining claims, was a fair
option exercise price for the claims, giving due consideration to the market
price of the Company's Common Stock and the subjective estimation of the present
value of the 21 claims.

SUBSEQUENT EVENTS

On April 3, 2003, based on further due diligence by the parties, the Company and
Sea Emerald Development Corp., a Canadian corporation ("Sea Emerald"), mutually
agreed to rescind their agreement for the purchase and sale of 100% interest in
21 mining claims situated in Langmuir Township, Porcupine Mining Division,
Ontario, Canada. The 10,000,000 shares of the Company's restricted Common Stock
issued to Sea Emerald will be returned to the Company's treasury.

The Company is currently seeking to acquire a new business.


EMPLOYEES.

We currently have one employee, Randy Miller, our president and a director, who
works for our corporation part-time. We have no employment contracts and our
employee is not a union member or affected by labor contracts.

REPORTS TO SECURITY HOLDERS.

We are a reporting company under the requirements of the Exchange Act and file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our annual report contains the required audited financial statements. We are not
required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

Copies of the material may be obtained by mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

<PAGE>


In May 2001, we issued 30,000,000 shares of our restricted Common Stock to an
unrelated third party as consideration for reduction of $210,000.00 in principal
on a line of credit. This transaction involved 1 foreign purchaser and was
exempt from registration pursuant to Regulation S of the Securities Act of 1933,
based on offshore transactions involving a non-U.S. person in a sale that took
place entirely outside the U.S.

On July 12, 2001, we effected a reverse split of our total outstanding shares on
the basis of 1 for 200, leaving a total of 257, 115 shares of our Common Stock
outstanding.

In July 2001, we issued 30,000,000 shares of our common stock as consideration
for repayment of $637,925.00 in principal on the line of credit issued to us by
unrelated third party in 1999. This retired the entire balance due on the line
of credit. This transaction involved 21 foreign purchasers and was exempt from
registration pursuant to Regulation S of the Securities Act of 1933, based on
offshore transactions involving all non-U.S. persons in sales that took place
entirely outside the U.S.

The debts referenced above were not related in any way, except that all of the
$837,925.00 was part of the $1.5 Million line of credit. All 22 persons to whom
shares were issued were lenders under the line of credit. At the time the
respective debts were exchanged for shares, the Company verbally agreed, as soon
as possible, to register all of the shares under an SB-2 registration statement.


ITEM 2.   DESCRIPTION OF PROPERTY

The property held by Registrant consist of the following:

Our executive offices are located at 170 University Av. 8th Floor, Toronto,
Ontario, Canada M5H3B3, where we share space in the offices our President, Randy
Miller. The space is approximately 400 square feet total, of which we occupy a
small portion without charge. We feel that this space is adequate for our needs
at this time, and we feel that we will be able to locate adequate space in the
future, if needed, on commercially reasonable terms.


ITEM 3.   LEGAL PROCEEDINGS

Merrill Lynch Canada Inc., filed suit against us on June 26, 2001, seeking
damages regarding an alleged dispute related to the sale of our restricted
common stock to Merrill Lynch by an unrelated third-party stockholder. The case
is styled "Merrill Lynch vs. Digital Video Display Technology, and others",
Action No. S-004012, in the Vancouver Law Court, Supreme Court of British
Columbia. The case is still in its early stages and we are trying to reach a
settlement with Merrill Lynch. At this time, we do not know if we will sustain a
loss, or the amount of the loss. There has been no discovery in the case.

The Company was a defendant in an action by a former employee regarding his
employment contract. The Company settled the case recently for $55,000.00.

The Company has also entered into a settlement agreement with JP Morgan to
settle an outstanding lawsuit of $31,000.00 plus accrued interest.

<PAGE>

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

During the fourth quarter of the fiscal year covered by the report, no matters
were submitted to a vote of security holders.

MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATIONS

The Company, has reviewed, and continues to review, its corporate files, books
and records, and based thereon, it has not been able to conclusively identify a
basis for a certain undetermined amount of its current Accounts Payable and for
the Related Parties payable to previous management. We have been unable, at this
point, to locate back up documentation or back up invoices for some of such
payables. Our review continues in this regard.

   On April 3, 2003, based on further due diligence by the parties, the
Company and Sea Emerald Development Corp., a Canadian corporation ("Sea
Emerald"), mutually agreed to rescind their agreement for the purchase and sale
of 100% interest in 21 mining claims situated in Langmuir Township, Porcupine
Mining Division, Ontario, Canada. The 10,000,000 shares of the Company's
restricted Common Stock issued to Sea Emerald have been returned to the
Company's treasury for cancellation.

    The company has entered into two option agreements with Starfire Minerals
for various mining claims that it has not, nor does it intend to complete on.

    Dr. Stewart Jackson has resigned from the Board of Directors in April 2003.
    Mr. Ron Shorr has resigned from the Board of Directors in April 2003.
    The Company has also adopted an Option Plan for Directors, Officers and
    Employees, subject to shareholder approval. The Company has defaulted on
    settlement agreement for the lawsuit with JP Morgan after having made three
    payments totalling $9962.37.
    The Company has attained a European listing.



                                     PART II


ITEM 5.   MARKET FOR COMMON EQUITY STOCK AND OTHER SHAREHOLDER MATTERS

COMMON STOCK TRADING INFORMATION

The following table sets forth the high and low bid quotations for the Common
Stock for the periods indicated. These quotations reflect prices between
dealers, do not include retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions. The Company's shares of Common Stock
are traded on the OTC Bulletin Board, under the symbol "ICON". The High/Low bid
quotations for each quarter during the past two fiscal years are as follows:

<PAGE>


Quarter Ended             High Bid        Low Bid

March 31, 2001              $1.78          $1.50

June 30, 2001               $ .635         $ .50

September 30, 2001          $ .31          $ .31

December 31, 2001           $1.45          $ .60

March 31, 2002              $1.15          $ .77

June 30, 2002               $ .20          $ .05

September 30, 2002          $ .14          $ .10

December 31, 2002           $ .09          $ .08


There are currently a total of approximately 57 shareholders of record, as of
May 14, 2003.

Registrant filed a Form SB-2 on November 1, 2001, seeking to register 30,150,000
shares of issued and outstanding shares of Common Stock for selling
shareholders. The Form SB-2 has subsequently been withdrawn by the Company and
was never declared effective.

MARKET INFORMATION.

There is limited trading activity in our securities, and there can be no
assurance that a regular trading market for our common stock will ever be
developed or maintained.

The OTCBB securities are not listed and traded on the floor of an organized
national or regional stock exchanges. Instead, OTCBB securities transactions are
conducted through a telephone and computer network connecting dealers in stocks.
Over-the-counter stocks are traditionally smaller companies that do not meet the
financial and other listing requirements of a regional or national stock
exchange.

However, broker-dealers may be discouraged from effecting transactions in our
securities because they will be considered penny stocks and will be subject to
the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as amended, impose sales practice and disclosure requirements on NASD
brokers-dealers who make a market in a "penny stock." A penny stock generally
includes any non-NASDAQ equity security that has a market price of less than
$5.00 per share. Assuming we get our shares listed for trading, purchases and
sales of our shares are expected to be generally facilitated by NASD
broker-dealers who will act as market makers for our shares. The additional
sales practice and disclosure requirements imposed upon brokers-dealers may
discourage broker-dealers from effecting transactions in our shares, which could
severely limit the market liquidity of the shares and impede the sale of our
shares in the secondary market, assuming one develops.


<PAGE>


Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or "accredited investor" (generally, an
individual with net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse) must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to sale, unless the broker-dealer or
the transactions is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.

As of December 31, 2002, there were 58 holders of record of our common stock.

STOCK TRANSFER AGENT

Transfer Online, 227 S.W. Pine Street, Suite 300, Portland, Oregon 97204,
telephone number (503) 227-2950, serves as Registrant's stock transfer agent for
its securities.

DIVIDENDS

Registrant has not paid any cash dividends to any of its shareholders. The
declaration of any future cash dividends will be at the sole discretion of the
Board of Directors and will depend upon the earnings, if any, the capital
requirements and financial position of Registrant, general economic conditions
and other pertinent conditions. Unless otherwise determined by the Board of
Directors, no dividends shall be paid on any share which has been purchased or
redeemed by Registrant while the shares are held by Registrant. Pursuant to
Registrant's Articles of Incorporation (attached hereto as Exhibit 3(I) and
incorporated herein by reference), the Directors may, from time to time,
capitalize any undistributed surplus on hand of Registrant and may from time to
time issue shares, bonds, debentures or debt obligations of Registrant as a
dividend representing such undistributed surplus on hand, or any part thereof.
It is the present intention of Registrant not to pay any cash dividends in the
foreseeable future, but rather to reinvest any earnings into its business
operations.

The Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. Registrant's Common Stock
may be deemed to be a penny stock and thus will become subject to rules that
impose additional sales practice requirements on broker/dealers who sell such
securities to persons other than established customers and accredited investors,
unless the Common Stock is listed on The Nasdaq Small Cap Market. Consequently,
the penny stock rules may restrict the ability of broker/ dealers to sell
Registrant's securities and may adversely affect the ability of holders of
Registrant's Common Stock to resell their shares in the secondary market.


<PAGE>


ITEM 6.   PLAN OF OPERATION

The discussion contained in this prospectus contains "FORWARD-LOOKING
STATEMENTS" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "BELIEVES," "EXPECTS," "MAY,"
"WILL," "SHOULD" or "ANTICIPATES" or expressing this terminology negatively or
similar expressions or by discussions of strategy. The cautionary statements
made in this prospectus are applicable to all related forward-looking statements
wherever they appear in this prospectus. Our actual results could differ
materially from those discussed in this prospectus. Important factors that could
cause or contribute to these differences include those discussed under the
caption entitled "RISK FACTORS," as well as those discussed elsewhere in this
registration statement.

We intend to continue seeking a business opportunity to acquire for the Company.

We currently have no line of credit, or other sources, to fund our operations.


To the extent that we may need to raise additional capital through the sale of
equity and/or convertible debt securities, the issuance of the securities will
likely result in substantial dilution to our shareholders.


If our company or its management receives proceeds from the sales of the
securities by the selling security shareholders, which neither the company nor
its management has any intent to do, those persons may be deemed underwriters.
Accordingly, they will have liability for any material misrepresentations or
omissions in this document and otherwise in the offer and sale of securities.


<PAGE>


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

                                  ICONET, INC.

                          (A EXPLORATION STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               FOR THE YEAR ENDED

                               DECEMBER 31, 2002,

                                       AND

                               DECEMBER 31, 2001,

                                      WITH

                                 AUDIT REPORT OF

                                   INDEPENDENT

                          CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>




                                TABLE OF CONTENTS


Independent Auditors' Report...........................................2
Balance Sheet..........................................................4
Statements of Operations...............................................5
Statements of Changes in Stockholders' Deficit.........................6
Statements of Cash Flows...............................................8
Notes to Financial Statements.........................................10







<PAGE>

                             MARK BAILEY & CO. LTD.

                          Certified Public Accountants
                             Management Consultants


        OFFICE ADDRESS:                                       MAILING ADDRESS:
1495 Ridgeview Drive, Ste. 200     Phone: 775/332.4200         P.O. Box 6060
    Reno, Nevada 89509-6634         Fax: 775/332.4210        Reno, Nevada 89513



                          INDEPENDENT AUDITORS' REPORT



       May 14, 2003


       Board of Directors
       Iconet, Inc.

       We have audited the accompanying balance sheet of Iconet, Inc. (an
       exploration stage Company) as of December 31, 2002, and the related
       statements of operations, stockholders' deficit, and cash flows for the
       years ended December 31, 2002, and 2001. 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 audits.

       We conducted our audits in accordance with auditing standards generally
       accepted in the United States. Those standards require that we plan and
       perform the audits 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 audits provide a reasonable basis for
       our opinion.

       In our opinion, the financial statements referred to above present
       fairly, in all material respects, the financial position of Iconet, Inc
       (a Company in the exploration stage), as of December 31, 2002, and the
       results of its operations and its cash flows for the years ended December
       31, 2002, and 2001, in conformity with accounting principles generally
       accepted in the United States.

                                      -2-

<PAGE>


       The accompanying financial statements have been prepared assuming that
       the Company will continue as a going concern. As described in Note 1 to
       the financial statements, the Company is in the Exploration stage, and
       existing cash and available credit are insufficient to fund the Company's
       cash flow needs for the next year. These conditions raise substantial
       doubt about the Company's ability to continue as a going concern.
       Management's plans in regard to these matters are also described in Note
       1. The financial statements do not include any adjustments that might
       result from the outcome of this uncertainty.





       Mark Bailey & Company, Ltd.
       Reno, Nevada


                                      -3-

<PAGE>

<TABLE>
<CAPTION>
                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                                 BALANCE SHEET
                               December 31, 2002


                                     ASSETS
                                                                                 DECEMBER 31, 2002
                                                                                 _________________
<S>                                                                                  <C>
CURRENT ASSETS
  Cash                                                                               $     5,105
  Prepaid consulting expenses                                                            352,000
                                                                                     ___________

    Total current assets                                                                 357,105
                                                                                     ___________
OTHER ASSETS
  Mining rights                                                                          515,000
  Deferred tax asset (net of valuation allowance of $1,287,659)                                -
                                                                                     ___________

  Total other assets                                                                     515,000
                                                                                     ___________

    Total assets                                                                     $   872,105
                                                                                     ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable                                                                   $   355,644
  Bank overdraft payable                                                                  28,796
  Related party payable                                                                  481,065
  Line of credit                                                                               -
  Interest payable                                                                       150,458
  Accrued expenses                                                                        13,946
  Advance from stockholder                                                                18,600
  Payroll and payroll taxes payable                                                       84,665
                                                                                     ___________

    Total current and total liabilities                                                1,133,174
                                                                                     ___________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 47,757,115 issued and outstanding                                         47,757
  Common stock subscribed                                                                 88,000
  Additional paid-in-capital                                                           3,670,406
  Deferred compensation expense                                                         (280,000)
  Deficit accumulated during the development stage                                    (3,787,232)
                                                                                     ___________

    Total stockholders' deficit                                                         (261,069)
                                                                                     ___________

    Total liabilities and stockholders' deficit                                      $   872,105
                                                                                     ===========

   The Accompanying Notes are an Integral Part of These Financial Statements

</TABLE>

                                      -4-

<PAGE>

<TABLE>
<CAPTION>
                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2002, and 2001

                                                             CUMULATIVE DURING           FOR THE YEAR ENDED DECEMBER 31,
                                                             EXPLORATION STAGE              2002              2001
                                                             _________________           _____________      ____________
<S>                                                             <C>                      <C>                <C>
REVENUE

OPERATING COSTS AND EXPENSES

     Operating and administrative expenses                      $ (3,639,474)             $  (764,619)      $  (755,949)
     Depreciation expense                                             (5,562)                       -                 -
     Amortization expense                                            (16,500)                       -                 -
                                                                _____________             ____________      ____________

        Total operating costs and expenses                        (3,661,536)                (764,619)         (755,949)

NON-OPERATING INCOME
     Dividend income                                                   1,212                        -                 -
     Gain on cancellation of contracts                                90,604                        -                 -
     Loss on disposal of assets                                      (59,641)                       -           (59,641)
                                                                _____________             ____________      ____________

        Total non-operating income                                    32,175                        -           (59,641)
                                                                _____________             ____________      ____________

INTEREST EXPENSE                                                    (157,871)                  (7,391)          (51,931)

        Net loss before income taxes                              (3,787,232)                (772,010)         (867,521)
                                                                _____________             ____________      ____________

     Provision for income taxes                                            -                        -                 -
                                                                _____________             ____________      ____________

        Net loss                                                $ (3,787,232)             $  (772,010)      $  (867,521)
                                                                =============             ============      ============


        Loss per common share - basic and diluted               $      (0.39)             $     (0.02)      $     (0.06)
                                                                =============             ============      ============

        Weighted average common shares -
        basic and diluted                                          9,634,697               39,535,624        13,027,948
                                                                =============             ============      ============


   The Accompanying Notes are an Integral Part of These Financial Statements

</TABLE>

                                      -5-

<PAGE>

<TABLE>
<CAPTION>
                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
       For the Period from Inception (August 1, 1997) to December 31, 2002

                                                                                                            ACCUMULATED
                                                                                                ADDITIONAL DEFICIT DURING
                                                          COMMON STOCK             DEFERRED      PAID-IN    EXPLORATION     TOTAL
                                                  SHARES      AMOUNT  SUBSCRIBED COMPENSATION    CAPITAL       STAGE       EQUITY
                                                 __________________________________________________________________________________
<S>                                               <C>          <C>         <C>       <C>       <C>         <C>          <C>
Issuance of shares to Company's officers and
  directors for cash in August 1997                  105,000     $ 105                             $ 9,895                $ 10,000

Net loss                                                                                                           (998)      (998)
                                                 __________________________________________________________________________________
Balance at December 31, 1997                         105,000       105          -           -        9,895         (998)     9,002

Issuance of shares for cash from an offering in
  April 1998 valued at $200,000 (less offering
  costs of $5,365)                                   105,000       105                             194,530                 194,635

Issuance of shares to a related company for
  distribution rights, valued at the fair market
  value of $20,000 in May 1998                        10,500        10                              19,990                  20,000

Net loss (as restated )                                                                                         (34,513)   (34,513)
                                                 __________________________________________________________________________________
Balance at December 31, 1998                         220,500       220          -           -      224,415      (35,511)   189,124

Cancellation in January 1999 of the stock issued
  to the officers, directors, and the related
  company                                           (115,500)     (116)                            (19,884)                (20,000)

Issuance of shares for patent rights, valued at
  the fair market value of $20,000 in February 1999   10,000        10                              19,990                  20,000

Issuance of shares for consulting services, at
  the fair market value of $2,500 in July 1999         1,250         1                               2,499                   2,500

Net loss  (as restated)                                                                                        (806,793)  (806,793)
                                                 __________________________________________________________________________________
Balance at December 31, 1999 (as restated)           116,250       115          -           -      227,020     (842,304)  (615,169)

Issuance of shares for consulting services
  valued at the fair market value of $75,000 in
  January 2000                                           375         1                              74,602                  74,603

Cancellation in February 2000 of shares issued
  for patent rights                                  (10,000)      (10)                            (19,990)                (20,000)

Issuance of shares for consulting services valued
  at the fair market value of $73,500 in July 2000       490         1                              73,499                  73,500

Net loss                                                                                                     (1,305,397)(1,305,397)
                                                 __________________________________________________________________________________
Balance at December 31, 2000 (as restated)           107,115       107          -           -      355,131   (2,147,701)(1,792,463)

Issuance of shares to retire $210,000
  from the line of credit in May 2001                150,000       150                             209,850                 210,000

Issuance of shares to retire $637,925
  from the line of credit in July 2001            30,000,000    30,000                             607,925                 637,925

Issuance of shares for consulting & legal
  services with a fair value of $650,000 in
  July 2001                                        1,000,000     1,000                             649,000                 650,000

Deferred compensation cost for issuance of
  an option for 1,000,000 shares in September
  2001                                                                               (400,000)     400,000                       -

Deferred compensation expense                                                          20,000                               20,000

Net loss                                                                                                       (867,521)  (867,521)
                                                 __________________________________________________________________________________
Balance at December 31, 2001                      31,257,115    31,257          -    (380,000)   2,221,906   (3,015,222)(1,142,059)


   The Accompanying Notes are an Integral Part of These Financial Statements


                                      -6-
<PAGE>

<CAPTION>
                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
       For the Period from Inception (August 1, 1997) to December 31, 2002

                                                                                                            ACCUMULATED
                                                                                                ADDITIONAL DEFICIT DURING
                                                          COMMON STOCK             DEFERRED      PAID-IN    EXPLORATION     TOTAL
                                                  SHARES      AMOUNT  SUBSCRIBED COMPENSATION    CAPITAL       STAGE       EQUITY
                                                 __________________________________________________________________________________
<S>                                               <C>          <C>         <C>       <C>       <C>         <C>          <C>
Balance at December 31, 2001                      31,257,115    31,257          -    (380,000)   2,221,906   (3,015,222)(1,142,059)

Issuance of shares for consulting with a fair
  market value of $75,000 in June 2002             1,500,000     1,500                              73,500                  75,000

Issuance of shares for mining rights with a
  fair market value of $100,000 in June 2002       2,000,000     2,000                              98,000                 100,000

Issuance of shares for cash in July 2002           1,000,000     1,000                             249,000                 250,000

Issuance of shares for consulting services
  with a fair market value of $320,000 in August
  2002                                             2,000,000     2,000                             318,000                 320,000

Issuance of shares for mining rights with a
  fair market value of $400,000 in September 2002  8,000,000     8,000                             392,000                 400,000

Issuance of shares for consulting services with
  a fair market value of $320,000 in November
  2002                                             2,000,000     2,000                             318,000                 320,000

Shares subscribed to relieve accrued liabilities
  in the amount of $43,000 and legal services
  with a fair market value of $45,000                                      88,000                                           88,000

Deferred compensation cost                                                            100,000                              100,000

Net loss                                                                                                       (772,010)  (772,010)
                                                 __________________________________________________________________________________
Balance at December 31, 2002                      47,757,115   $47,757   $ 88,000  $ (280,000) $ 3,670,406 $ (3,787,232)$ (261,069)
                                                 ==================================================================================

   The Accompanying Notes are an Integral Part of These Financial Statements

</TABLE>


                                      -7-

<PAGE>
<TABLE>
<CAPTION>
                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002, and 2001

                                                         CUMULATIVE DURING           FOR THE YEAR ENDED DECEMBER 31,
                                                          EXPLORATION STAGE               2002             2001
                                                         __________________          _______________    _____________

<S>                                                          <C>                          <C>              <C>
Cash Flows from Operating Activities
     Net loss                                                $ (3,787,232)                $(772,010)       $(867,521)

     Adjustments to reconcile net loss to net
        cash used in operating activities

        Amortization and depreciation expense                      22,062                         -                -
        Deferred compensation expense                             120,000                   100,000           20,000
        Gain on cancellation of amortization                      (16,500)                        -                -
        Loss on disposal of assets                                 59,641                         -           59,641
        Decrease in deposits                                       14,925                         -              600
        Decrease in prepaid consulting                            444,250                   444,250                -
        Increase (decrease) in accounts payable                   419,619                    (8,035)        (120,795)
        Increase (decrease) in related party payable              516,065                    (6,099)         140,099
        Increase (decrease) in wages payable                       68,327                         -          (13,344)
        Increase in interest payable                              158,197                    14,553           51,931
        Increase (decrease) in accrued expenses                    38,284                   (35,186)          57,132
        Expenses paid by issuance of common
           stock subscribed                                        45,000                    45,000                -
        Expenses paid by issuance of common stock                 655,378                         -          504,775
                                                         __________________          _______________    _____________

        Net cash used in operating activities                  (1,241,984)                 (217,527)        (167,482)
                                                         __________________          _______________    _____________
CASH FLOWS FROM INVESTING ACTIVITIES
        Deposits paid                                             (14,925)                        -                -
        Investment in mining rights                               (15,000)                  (15,000)               -
        Purchase of capital assets                                (65,203)                        -                -
                                                         __________________          _______________    _____________

        Net cash used in investing activities                     (95,128)                  (15,000)               -
                                                         __________________          _______________    _____________
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds received from issuance of stock                     454,635                   250,000                -
     Proceeds received from shareholder advances                   24,074                    18,600            5,474
     Proceeds received from bank overdraft                         30,519                         -            2,632
     Payment on bank overdraft                                     (9,462)                   (9,462)               -
     Payment of shareholder advances                               (5,474)                        -           (5,474)
     Payment on line of credit                                    (22,574)                  (22,574)               -
     Proceeds received from line of credit                        870,499                         -          165,918
                                                         __________________          _______________    _____________

        Net cash provided by financing activities               1,342,217                   236,564          168,550
                                                         __________________          _______________    _____________

        Net increase in cash                                        5,105                     4,037            1,068

        Cash and cash equivalents at beginning
           of period                                                    -                     1,068                -
                                                         __________________          _______________    _____________
        Cash and cash equivalents at end
           of period                                              $ 5,105                   $ 5,105          $ 1,068
                                                         ==================          ================   ==============

  The Accompanying Notes are an Integral Part of These Financial Statements

</TABLE>

                                       -8-

<PAGE>

                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002, and 2001



SUPPLEMENTARY INFORMATION AND NON CASH TRANSACTIONS
During the year ended December 31, 2002, and 2001, the Company paid $577 and $0
in interest, respectively. The Company paid no income taxes during the years
ended December 31, 2002, and 2001, respectively.

During 2002 the Company issued 5,500,000 shares of its common stock for future
consulting fees and the Company subscribed 550,000 shares of its common stock to
relieve $35,000 in related party payables, $8,000 in accrued expense and for
legal expenses valued at $45,000.

During 2001 the Company issued 150,000 shares of its common stock to retire
$210,000 of the line of credit, 30,000,000 shares of its common stock to retire
an additional $637,925 of the line of credit, and the Company issued 1,000,000
shares of its common stock for consulting and legal services valued at $650,000.
Also in 2001 the Company issued an option to purchase 1,000,000 shares of its
common stock at $0.10 per share to a director, resulting in deferred
compensation expense of $400,000.






    The Accompanying Notes are an Integral Part of These Financial Statements
                                      - 9 -
<PAGE>


                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002


1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
         Iconet, Inc. (the "Company") was incorporated in the State of Nevada in
         August 1997, under the name Meximed Industries, Inc.. The Company is in
         the exploration stage as its operations principally involve research
         and exploration, market analysis, and other business planning
         activities, and no revenue has been generated from its business
         activities. In January 1999 the Company changed its name to Digital
         Video Display Technology Corporation. The Company intended to create a
         Digital Video Display jukebox system for distribution in Canada and the
         United States. In July 2001 the Company changed its name to Iconet,
         Inc., plans to expand its activities to Europe. In June 2002 the
         company purchased the mining rights on 21 claims and has started
         exploration of the claims.

         These financial statements have been prepared assuming that the Company
         will continue as a going concern. The Company is currently in the
         exploration stage and existing cash and available credit are
         insufficient to fund the Company's cash flow needs for the next year.
         In October 2001 a related party extended the company a line of credit
         for $150,000 (see Note 4). The Company plans to raise additional
         capital through private placements, ranging from $6,000,000 to
         $8,000,000.

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

         CASH AND CASH EQUIVALENTS
         For purposes of the statement of cash flows, the Company considers all
         highly liquid debt instruments purchased with a maturity of three
         months or less to be cash equivalents. As of December 31, 2002, and
         2001, the Company held no cash equivalents.

                                      -10-

<PAGE>


                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         OPERATING AND ADMINISTRATIVE EXPENSES
         The major components of the operating and administrative expenses for
         the years ending December 31, 2002, and 2001 are:
                                                           2002          2001
                                                           ----          ----
              Consulting                                 $642,086     $504,073
              Salaries and wages and benefits                 -0-       20,000
              Marketing and investor relations                -0-       20,000
              Legal and accounting                         77,551      198,424
              Rent expense                                 (1,200)         -0-
              Other expenses
                                                           46,182       13,452
                                                         ________     ________
                  Total operating and administrative     $764,619     $755,949
                                                         ========     ========

         RENT EXPENSE
         For the years ended December 31, 2002, and 2001, the total rent
         (credit) expense was $(1,200) and $-0-, respectively.

         RESEARCH AND DEVELOPMENT COSTS
         Research and development costs are expensed as incurred. There were no
         research and development costs during 2002 or 2001.

         LOSS PER SHARE
         Net loss per share is provided in accordance with Statement of
         Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share".
         Basic loss per share for each period is computed by dividing net loss
         by the weighted average number of shares of common stock outstanding
         during the period. Diluted loss per share is computed in a manner
         consistent with that of basic loss per share while giving effect to all
         potentially dilutive common shares that were outstanding during the
         period. The number of additional shares is calculated by assuming that
         outstanding stock options were exercised and that the proceeds from
         such exercises were used to acquire shares of common stock at the
         average market price during the reporting period. The weighted averages
         for the years ended December 31, 2002, and 2001, and from inception
         reflect the reverse stock split of 200:1 that was approved by the board
         of directors in July 2001.


                                      -11-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         REVENUE RECOGNITION
         In 2000 the SEC issued Staff Accounting Bulletin (SAB) No. 101,
         "Revenue Recognition in Financial Statements." Pursuant to SAB No. 101
         and the relevant generally accepted accounting principles, the Company
         will recognize revenue upon the passage of title, ownership and the
         risk of loss to the customer. For service agreements the Company
         recognizes revenue on a straight-line basis over the contract period.
         During the years ending December 31, 2002, and 2001, there was no
         revenue.

         NEW ACCOUNTING PRONOUNCEMENTS
         In May 2002 the Financial Accounting Standards Board (`FASB') issued
         Statement of Financial Accounting Standards (`SFAS') 145 "Rescission of
         FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
         and Technical Corrections". This pronouncement requires that gains or
         losses arising from early extinguishments of debt that are part of a
         company's recurring operations (i.e., a risk management strategy) would
         not be reported as extraordinary items. The statement also provides
         that modifications to a capital lease that make it an operating lease
         be accounted for as a sale-leaseback. SFAS No. 145 will not affect the
         financial results as the Company has no long term debt or capital
         leases.

         In August 2002 the FASB issued SFAS 146 "Accounting for Costs
         Associated With Exit or Disposal Activities". This statement supercedes
         pronouncement 94-7 from the Emerging Issues Task Force (EITF) and
         establishes new standards of accounting and reporting for exit
         activities (including a restructuring). Under EITF 94-3, a liability
         was recognized as of the date of an entity's commitment to an exit
         plan. According to SFAS 146, a liability for exit or disposal costs is
         recorded as of the date that the obligation is incurred. This standard
         also requires that the liability be initially measured at fair value.
         The Company will account for exit or disposal activities in accordance
         with the guidance in SFAS 146. Management does not feel that this
         standard will affect the Company, as they are not operating in any
         industry and will not incur exit or disposal costs.

                                      -12-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002


         In October 2002 the FASB issued SFAS 147, "Acquisitions of Certain
         Financial Institutions." SFAS 147 addresses financial accounting and
         reporting for the acquisition of all or part of a financial
         institution. Since SFAS 147 is not relevant to the Company's business
         this statement will have no impact on the Company's financial position
         or results of operations.

         In December 2002 the FASB issued SFAS 148 "Accounting for Stock Based
         Compensation". This SFAS amends SFAS 123 and provides new guidance
         regarding the transition when an entity changes from the intrinsic
         value method to the fair value method of accounting for employee stock
         based compensation cost. Additional information is now required to be
         disclosed regarding such cost in the financial statements of public
         companies. The Company believes that this statement will have no impact
         on the Company's financial statements or the results of its operation.

2.       MINING RIGHTS
          In June 2002 the Company entered into an option to purchase 21 mining
         claims in Ontario, Canada with Sea Emerald Development Corp. (Sea
         Emerald) in exchange for payment of a nominal sum and issuance of a
         total of 10,000,000 shares of restricted common stock (valued at
         $500,000 on the date that the agreement was signed). In June 2002 the
         Company issued the first 2,000,000 shares to Sea Emerald. In September
         2002 the Company issued the balance of 8,000,000 shares. (See Note 7).
         The Company is obligated to pay 5% of net smelter returns from
         production as a royalty to Sea Emerald. During 2002 a total of $15,000
         in development costs was capitalized in mining rights.

                                      -13-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002


3.       FEDERAL INCOME TAXES
         The Company recognizes deferred tax liabilities and benefits for the
         expected future tax impact of transactions that have been accounted for
         differently for book and tax purposes. Deferred tax benefits and
         liabilities are calculated using enacted tax rates in effect for the
         year in which the differences are expected to reverse. A valuation
         allowance has been provided to reduce the asset to the amount of tax
         benefit management believes it will most likely realize. The following
         is a schedule of the composition of the provision for income taxes:
<TABLE>
<CAPTION>
                                                                 2002               2001
                                                                 ----               ----
<S>                                                          <C>                <C>
                 Current tax provision                          $ -0-              $ -0-
                 Deferred tax provision                           -0-                -0-
                                                                _____               ____

                 Total provision for income taxes               $ -0-              $ -0-
                                                                =====              =====
<CAPTION>
         Deferred tax assets consisted of the following:
                                                                 2002               2001
                                                                 ----               ----
<S>                                                          <C>                 <C>
                 Deferred noncurrent tax asset               $ 1,287,659         $ 1,025,175
                 Valuation allowance                          (1,287,659)         (1,025,175)
                                                              ___________        ____________

                 Net deferred noncurrent tax asset           $       -0-         $       -0-
                                                              ===========        ============
</TABLE>

         The net change in the valuation account was $262,484 and $298,357 in
         2002 and 2001, respectively. Deferred federal and state income taxes
         consist of future tax benefits attributed to loss carryforwards. The
         Company has available net operating loss carryforwards totaling
         approximately $3,787,200, which expire in the years 2017 to 2022.

4.                LINE OF CREDIT
         During the year ended December 31, 1999, an unrelated third party
         issued the Company an unsecured $1,500,000 line of credit. The line of
         credit carried interest at 12% per annum and was due on demand. In May
         2001 the company issued 150,000 shares of its common stock to retire
         $210,000 of the line of credit, for a value of approximately $.01 per
         share. In July the company issued 30,000,000 shares of its common stock
         to retire $637,925 of the line of credit, for a value of approximately
         $.02 per share. The average market price of the stock per the OTC in

                                      -14-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         May and July 2001 was $1.70 and $1.00, respectively. The balance of the
         line of credit and related interest at December 31, 2002, was $150,458.

         In October 2001 the Company obtained a new unsecured line of credit
         from a shareholder for $150,000 at 12% per annum. The line of credit is
         due on demand. At December 31, 2002, the balance was $0.

5.       RELATED PARTY TRANSACTIONS
         During the years ended December 31, 2002, and 2001, the Company charged
         approximately $276,084, and $444,250, respectively, to consulting
         expense, and $80,000 and $187,271, respectively, to legal fees for
         services rendered by directors or stockholders of the Company.
         Outstanding balances payable for consulting and legal fees to these
         related parties were $481,065 and $522,164 at December 31, 2002, and
         2001, respectively.

         In September 2001 the Company issued an option to purchase 1,000,000
         shares of common stock at $0.10 per share to an Officer and Director of
         the Company (see Note 8). The option expires in September 2006.

         In October 2001 a related party issued the company an unsecured
         $150,000 line of credit. During the year ended 2002 and 2001, no
         interest was paid on the line of credit. The balance at December 31,
         2002, was $0 (see Note 4).


6.       FAIR VALUE OF FINANCIAL INSTRUMENTS
         Financial Accounting Standards Board SFAS No. 107, "Disclosure About
         Fair Value of Financial Instruments" is part of a continuing process by
         the FASB to improve information on financial statements. The following
         methods and assumptions were used by the Company in estimating its fair
         value disclosures for such financial instruments as defined by the
         Statement.


                                      -15-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         The carrying amounts reported in the balance sheets for accounts
         payable and bank overdraft approximate fair value at December 31, 2002,
         and 2001, as the payables mature in less than one year.

         The estimated fair value of the line of credit is not materially
         different from the carrying values for financial statement purposes at
         December 31, 2002, and 2001.

7.       STOCKHOLDERS' EQUITY
         In January 1999 and July 2001, respectively, a 1:21 stock split and a
         200:1 reverse stock split occurred. All shares are shown in accordance
         with the post July 2001 split.

         In August 1997 the Company issued 105,000 shares of common stock to its
         officers and directors at $0.01 per share, for a total of $10,000 in
         cash.

         In April 1998, the Company issued 105,000 shares of common stock as
         part of an offering memorandum at $0.20 per share, for a total of
         $200,000 in cash, less offering costs of $5,365. In May 1998 the
         Company issued 10,500 shares of common stock, with a fair market value
         of $20,000, to a related company for the distribution rights to a
         non-reusable medical syringe.

         In January 1999 the Company canceled the 115,500 shares of common stock
         previously issued to the officers, directors, and the related company.
         Also in January 1999, the Company declared a forward stock split of
         1:21 for the remaining 1,000,000 shares of common stock outstanding,
         retaining the $0.001 par value.

         In February 1999 the Company issued 10,000 shares of common stock, with
         a fair market value of $20,000, for the patent rights to a jukebox
         entertainment system. The Company also issued 1,250 shares of its
         common stock to unrelated third parties at $.01 per share for a total

                                      -16-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         of $2,500 for consulting services provided. These shares were issued at
         the fair market value of the consulting services.

         In January 2000 the Company issued 375 shares of restricted common
         stock to an unrelated third party for consulting. The value of the
         consulting received was $74,603. In February 2000 the Company cancelled
         the 10,000 shares issued for the patent rights. In July 2000 the
         Company issued 490 shares of its common stock in connection with a
         consulting agreement. The fair market value of the stock was $73,500.

         In May 2001 the company issued 150,000 shares of its common stock to
         retire $210,000 from the line of credit. In July 2001 the company
         authorized a reverse stock split of 200:1 shares of its common stock.
         The company retained the authorized number of shares and the par value
         of the common stock. The company also issued 30,000,000 shares of its
         common stock to retire $637,925 from the line of credit. Also in July
         2001 the company issued 1,000,000 shares of its common stock to
         unrelated third parties in exchange for consulting and legal services
         with a fair value of $650,000.

         In June 2002 the Company issued 1,500,000 shares of its common stock
         for consulting services valued at $75,000. Also in June 2002 the
         Company issued the first installment of 2,000,000 shares of its common
         stock for mining rights to 21 claims valued at $500,000. In July 2002
         the Company issued 1,000,000 shares of its common stock for $250,000
         cash. In August 2002 the Company issued 2,000,000 shares of its common
         stock for consulting services valued at $320,000. In September 2002 the
         Company issued the remaining 8,000,000 shares of its common stock for
         mining rights to the 21 claims. In November 2002 the Company issued
         2,000,000 shares of its common stock for consulting services valued at
         $320,000.

8.       STOCK OPTIONS
         The Company uses the intrinsic value method to account for options
         granted to employees for the purchase of common stock. Deferred

                                      -17-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         compensation is recorded when the market price exceeds the option price
         at the grant date. Compensation is recorded using the straight-line
         method over the vesting period. In April 1999 the Company issued an
         option to purchase 2,500 shares of common stock at $4.00 a share to a
         Director. The fair value of the options was zero as the option price
         exceeded the market price at the grant date. The option reflects the
         reverse stock split of July 2001 (see Note 6). The Director resigned
         from the Company in May 2001. The options are still outstanding and
         will expire in April 2009.

         In September 2001 the Company issued an option to purchase 1,000,000
         shares of common stock at $0.10 per share to a Director of the Company
         (see Note 4). The Company accrued $400,000 in deferred compensation
         costs, as the option price at the grant date was less than the market
         price. The option expires in September 2006. The compensation cost will
         be accrued over the vesting period. Compensation costs of $100,000 and
         $20,000 were included in the statements of operation for the years
         ended December 31, 2001, and 2000, respectively. The Company has
         determined the pro-forma information as if the Company had accounted
         for the stock option granted on September 30, 2001, under the fair
         value method of SFAS 123. The Black Scholes option-pricing model was
         used with a risk free interest rate of 5.48%; dividend yield of 0.0%; a
         volatility factor of 100% and an expected life of 5 years. The fair
         value of the stock options granted in September 2001 is $.42 per share.
         If the Company had recognized deferred compensation cost based on the
         fair value method, it would have decreased deferred compensation by
         $80,000.

9.       COMMITMENTS AND CONTINGENCIES
         There are various claims and lawsuits pending against the Company
         arising in the normal course of the Company's business. Although the
         amount of liability at December 31, 2002, cannot be ascertained,
         management is of the opinion that any resulting liability will not
         materially affect the Company's financial position.

         Merrill Lynch Canada Inc., has filed suit against the Company regarding

                                      -18-

<PAGE>



                                  ICONET, INC.
                      (A Company in the Exploration Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2002

         a dispute related to the sale of its restricted common stock by an
         unrelated third party to Merrill Lynch. The case is still in its early
         stages and the Company is trying to reach a settlement with Merrill
         Lynch. At this time the Company does not know if it will sustain a
         loss, or the amount of the loss.

         The Company settled an action by a bank regarding an overdraft. The
         Company paid $9,462 of the overdraft. The amount due as of December 31,
         2002 is $28,796, which has been accrued by the Company. The Company
         paid three payments and then defaulted on this settlement.

10.      SUBSEQUENT EVENTS
         In April 2003 the Company and Sea Emerald Development Corp., rescinded
         their agreement for the purchase and sale of the mining claims situated
         in Porcupine Mining Division, Canada. The 10,000,000 shares of the
         Company's restricted Common Stock issued to Sea Emerald will be
         returned to the Company's treasury.

                                      -19-


<PAGE>


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Registrant has no disagreement with the Independent Accountants since inception.


                                    PART III


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

Our Bylaws provide that we shall have a minimum of one director and a maximum of
nine directors on the board at any one time. Our current sole director and
executive officer is as follows:

  NAME AND ADDRESS                AGE      POSITIONS HELD
  ________________                ___      ______________

  Randy Miller                    46       President, Secretary, Treasurer and
                                           Director


Each director of the Company is elected by the stockholders to a term of one
year and serves until his successor is elected and qualified. Each officer of
the Company is elected by the Board of Directors to a term of one year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The Board of Directors has no nominating, auditing or compensation
committees.

Mr. Miller was appointed to the Board by the past Board of Directors, concurrent
with their respective resignations, in May 2001. For the past five years, and
since 1995, Mr. Miller has been sole officer, director and shareholder of Adrea
Capital Corporation, a Canadian corporation engaged in providing business and
financial consulting services for small companies in Europe and Canada.

(b)      Significant Employees.

Other than Randy Miller, there are no employees who are expected to make a
significant contribution to our corporation.

(c)      Family Relationships.

There are no family relationships among our officers, directors, or persons
nominated for such positions.


<PAGE>


EMPLOYMENT  AGREEMENTS

Mr. Randy Miller, the Company's sole officer and director, is not currently
party to any employment agreement with the Company, nor are there any plans to
enter into any agreements with Mr. Miller. However, he will receive a monthly
consulting agreement of $7,500.00, commencing July 2002, and prior to this the
agreement was in place for $1000.00 per month commencing May 2001. The Company
presently has no pension, health, annuity, bonus, insurance, profit sharing or
similar benefit plans; however, it may adopt such plans in the future. There are
presently no personal benefits available for directors, officers or employees of
the Company, except for options granted by the Board of Directors to certain
officers, directors and consultants to the Company.

There are no arrangements relating to a change in control of the Company.

(d)      Legal Proceedings.

No officer, director, or persons nominated for these positions, and no promoter
or significant employee of our corporation has been involved in legal
proceedings that would be material to an evaluation of our management.


ITEM 10.  EXECUTIVE COMPENSATION

The Company's officer and director currently does not receive a salary for his
services, and there is no plan to pay a salary unless the company has sufficient
net revenues to afford to pay him.

There are no employment contracts between the Company and its officer and
director.

The Company does not have any plan or arrangement with respect to compensation
to its executive officers which would result from the resignation, retirement or
any other termination of employment with the Company or from a change in control
of the Company, or a change in the executive officers' responsibilities
following any change in control, where in respect of an executive officer, the
value of such compensation exceeds $120,000. There is no arrangement relating to
a change in control of the Company.


               OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

In September, 2001, we granted the following stock option to the following
officer and director as compensation and incentives for services rendered to
theCompany:

                                     PERCENT
                                     OF TOTAL
                   NUMBER OF         OPTIONS/
                   SECURITIES        SARS
                   UNDERLYING        GRANTED         EXERCISE      DATE OF
NAME OF HOLDER     OPTIONS GRANTED   FISCAL YR       PRICE         EXERCISE
______________     _______________   _________       ________      _________

Randy Miller         1,000,000        100%(1)       $.10/Share       9/15/06


(1) This percentage is based on the total number of option shares granted during
    2001.

<PAGE>

Any shares acquired through exercise of this option shall be restricted shares
and may not, under any circumstances, be registered or in any way become free
trading until two years from the date the shares are acquired through exercise
of the option. The records of the stock transfer agency, as well as any
certificates issued upon exercise of these options shall contain said
restrictive legend.

There are no other bonus, pension, deferred compensation, long-term incentive
plans or awards, or any other similar plans for executive officers and/or
directors of the Company.

There are no employment contracts between Registrant and any of its officers or
directors.

Registrant does not have any plan or arrangement with respect to compensation to
its executive officers which would result from the resignation, retirement or
any other termination of employment with Registrant or from a change in control
of Registrant, or a change in the executive officers' responsibilities following
any change in control, where in respect of an executive officer, the value of
such compensation exceeds $120,000.

There are no other bonus, pension, deferred compensation, long-term incentive
plans or awards, or any other similar plans for executive officers and/or
directors of Registrant.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of December 31, 2002, of our
common stock (a) by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, and (b) by each of our directors, by
all executive officers and by our directors as a group. To the best of our
knowledge, all persons named have sole voting and investment power with respect
to the shares, except as otherwise noted.

Security Ownership of Officers and Directors.



                                            AMOUNT OF   NATURE OF
TITLE OF                                   BENEFICIAL   BENEFICIAL  PERCENT OF
CLASS    NAME & ADDRESS                       OWNER       OWNER      CLASS
________ ______________                    __________   __________  __________

Common   Randy Miller (1)                   1,000,000    Direct        3%(2)
         8 Gaucho Drive
         Rolling Hills Estates, CA 90274

All Officers and Directors as a Group       1,000,000    Direct        3%
      (1 Individual)

(1) Mr. Miller has an option to acquire 1,000,000 shares of our restricted
    Common Stock at an exercise price of $.10 per share. This option expires
    September 15, 2006, and no portion has yet been exercised by Mr. Miller.

(2) Assumes exercise of option to purchase 1,000,000 shares.

Changes in Control.

There are currently no arrangements, which would result in a change in control
of Iconet, Inc. However, Mr. Kurt Dalmata, a shareholder who owns 1,470,000
shares of Common Stock, has the right to be appointed as a director of our
company.

<PAGE>


FUTURE  SALES  BY  EXISTING  STOCKHOLDERS

All issued and outstanding shares of Common Stock of the Company are "restricted
securities", as that term is defined in Rule 144 of the Rules and Regulations of
the SEC promulgated under the Act ("Rule 144"), save and except the shares which
were issued under a public offering in the State of New York, pursuant to an
exemption provided by Rule 504 of Regulation D, promulgated under the Securities
Act of 1933, as amended, which are not "restricted securities" under Rule 144
and can be publicly sold, except for those Shares purchased by "affiliates" of
the Company, as that term is defined in Rule 144.

Under Rule 144, restricted shares can be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing one (1)
year after their acquisition. Sales of shares by "affiliates" are subject to
volume restrictions and certain other restrictions pertaining to the manner of
sale, all pursuant to Rule 144.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the sale of shares to our former officers and directors, we have not
entered into any transactions with our officers, directors, persons nominated
for these positions, beneficial owners of 5% or more of our common stock, or
family members of these persons, except for an option granted to Mr. Randy
Miller to acquire up to a total of 1,000,000 shares of our restricted Common
Stock, at $.10 per share, and a loan from Mr. Kurt Dalmata, and his related
ownership of 58% of our total outstanding shares during a portion of 2001.

Mr. Dalmata was issued 30,000,000 shares in May 2001 to retire $210,000 from the
line of credit. Subsequently, in July 2001, the Company authorized a stock split
of 200:1 for its total outstanding shares of common stock. This resulted in Mr.
Dalmata's shares being reduced to a total of 150,000, which are currently owned
by Mr. Dalmata.

We also had a related party payable during 2001, in the sum of $430,000.00, as
disclosed in our September 30, 2001 Form 10-QSB. This was owed to two directors
as salaries and one director as legal fees. The parties and amounts owed are as
follows:

a.  Marilyn Haft, Esq., a director, was owed $ 137,500 as and for legal services
    performed for the Company.

b.  Randy Moss, a director and officer of the Company, was owed $100,000 as and
    for salary.

c.  Lee Edmondson, a director and officer of the Company, was owed $182,500 as
    and for salary.


<PAGE>


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

EXHIBITS

a) All required exhibits, including the Company's Articles of Incorporation, and
   Bylaws, are attached to the Company's Form SB-2, filed on November 1, 2001.
   All previously filed exhibits are incorporated herein by reference.

b)  Reports on Form 8-K: No reports were on filed on Form 8-K during the quarter
    ended December 31, 2001.




<PAGE>



EXHIBIT NO.             DOCUMENT DESCRIPTION
___________             ____________________

3.1                     Articles of Incorporation and any Amendments-
                        Incorporated by reference to the Form SB-2, filed
                        November 1, 2001.

3.2                     Bylaws- Incorporated by reference to the Form SB-2,
                        filed November 1, 2001.


99.1                    Certification of Chief Executive Officer and Chief
                        Financial Officer













<PAGE>





                                   SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, Registrant
caused the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.


ICONET, INC., a
Nevada corporation


By: /s/ RANDY MILLER                            Dated: May 14, 2003
    _________________________________________          ____________
        Randy Miller
        Chief Executive Officer and President


By: /s/ RANDY MILLER                            Dated: May 14, 2003
    _________________________________________          ____________
        Randy Miller
        Chief Financial Officer



<PAGE>


                                     CERTIFICATIONS

I, Randy Miller, certify that:


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

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

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

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

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

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

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

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

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

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

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


                                 /s/ RANDY MILLER
                                 ___________________________
                                     Randy Miller
                                     Chief Executive Office and President
Date: May 14, 2003                   Chief Financial Officer