UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934
        For the fiscal year ended June 30, 2003
                                  -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934
        For the transition period from ______________ to _______________

                        Commission file number: 001-15337

                               RADIX MARINE, INC.
                               ------------------
           (Exact name of small business as specified in its charter)

                          9119 Ridgetop Blvd. Suite 260
                              Silverdale, WA 98383
                                 (360) 692-6446
                                 --------------
                      Address of Principal Executive Office

                   Nevada                         84-0503585
         (State of Incorporation)       (IRS Employer Identification #)


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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.001 per share

[X] Check  whether  the  issuer  (1) filed all  reports  require  to be filed by
Section 13 or 15(d) if the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

[ ] Check  if  disclosure  of  delinquent  filers  in  response  to Item  405 of
Regulations  SB 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 10KSB
or any amendment to this Form 10-KSB.

Issuers revenues for its most recent fiscal year: $262,670.87

The number of shares outstanding of the Registrant's common stock as of June 30,
2003 was 30,892,266

Transitional Small Business Disclosure Format:  [   ]  YES  [ X ] NO



<PAGE>



                                     PART I

Certain  statements  contained in this Form 10-KSB  constitute  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended  (the  "Securities  Act"),  and Section 21E of the Exchange  Act.  These
statements,  identified  by  words  such  as  "plan",  "anticipate,"  "believe,"
"estimate," "should," "expect" and similar expressions, include our expectations
and objectives  regarding our future financial  position,  operating results and
business strategy. These statements reflect the current views of management with
respect to future  events  and are  subject  to risks,  uncertainties  and other
factors  that may cause our actual  results,  performance  or  achievements,  or
industry  results,  to be  materially  different  from  those  described  in the
forward-looking statements. Such risks and uncertainties include those set forth
under the caption  "Management's  Discussion  and Analysis or Plan of Operation"
and   elsewhere  in  this  Form   10-KSB.   We  do  not  intend  to  update  the
forward-looking  information to reflect actual results or changes in the factors
affecting such forward-looking information.

ITEM 1.  DESCRIPTION OF BUSINESS

General
-------

Radix Marine,  Inc.  (RDXM),  formerly known as Modern MFG Services,  Inc., is a
corporation that was formed under the laws of the State of Colorado on September
30, 1958.  The name was changed from Modern MFG Services,  Inc. in March of 2003
to Radix  Marine,  Inc. in keeping  with the  company's  new focus on the marine
industry.  Former  names under which the  corporation  has been known by include
MPEG Super Site,  Inc. and Rocky Mountain  Power Company.  In August of 2001 the
company acquired a corporation formed under the laws of the State of Washington.
A migratory  merger to Nevada was effected at the time of the  acquisition.  The
current  Articles  of  Incorporation  of  the  Company  authorize  it  to  issue
75,000,000 shares of common stock with $.001 per share par value, and 25,000,000
shares of "blank check preferred stock", par value of $.001.

During the year ending June 30, 2003, the Company acquired  Integrated  Maritime
Platforms International, Inc., a Washington Corporation.

RDXM had  approximately  585 shareholders and 32,892,266  shares of common stock
issued and outstanding as of September 5, 2003.

The RDXM common  stock is traded on the NASDAQ  Bulletin  Board under the symbol
RDXM.

The Company has a June 30th fiscal year end.

Prior Business
--------------

The Company was  previously  organized  for the purpose of  developing a service
organization  using  modern  technology  through the  internet  for  machinists,
machine shops,  and customers,  to make contact,  bud for jobs and other related
matters.  The company had been  developing  its  website for  commercial  use by
registered  users in the  manufacturing  industry.  In June of 2002, the Company
abandoned the project.

In  February of 2002,  the  Company  entered  into a  licensing  agreement  with
Biological  Defense  Corporation,  Inc.,  securing  the  rights to  manufacture,
distribute,  market, and sell certain equipment producing electromagnetic fields
capable  of  sterilizing  various  strains  of  microorganisms.  These  products
continue to be under  development.  In February of 2003, the Company disposed of
this  portion of the  business  through an  agreement  executed  with the former
officers of the corporation.

Current Business Plan
---------------------

In May of  2002,  the  Company  entered  into a  letter  of  intent  to  acquire
Integrated Maritime Platforms International, Inc. ("Integrated").  Integrated is
currently developing for construction an Unmanned Surface Vehicle Prototype.  As
a result of the merger,  Integrated  became a  wholly-owned  subsidiary of Radix

<PAGE>

Marine. Integrated is part of an industry consortium, including Northrop Grumman
and Raytheon,  which is under contract to the U.S. Navy for the SPARTAN Unmanned
Surface  Vehicle (USV) Advanced  Concept  Technical  Demonstration  (ACTD).  The
SPARTAN ACTD is a four-year  program for  development  of  multi-mission  patrol
craft.  The Company  also  offers a manned,  multi-mission  craft  called the GB
Challenger  series.  This  craft can be  reconfigured  to  perform a variety  of
military, safety, security, and environmental marine missions.

It is the  Company's  intent to develop and market a complete line of manned and
unmanned marine craft for the domestic and  international  market.  In addition,
the company  plans to seek out the  acquisition  of new  business  opportunities
and/or related  technologies which will enhance  shareholder value. We intend to
seek business  opportunities  demonstrating the potential of long-term growth as
opposed to short-term  earnings.  We have limited funds with which to pursue the
acquisition of new business opportunities, as we have generated losses since our
inception. In our pursuit of acquiring new business opportunities, we anticipate
needing additional funding to cover legal and accounting  expenses,  in addition
to the  general  business  and  operating  expenses  we  incur  as a  result  of
maintaining our business. Given our current financial situation, the acquisition
and development of the stated marine  technologies cannot be achieved without an
influx of  capital.  Sufficient  funds  cannot be  generated  from the  existing
contracts  at this time.  Any  additional  funding that we need to acquire a new
business  opportunity  may come through  private  placements,  public  offerings
and/or bank financing.

Competition
-----------
The Company is faced with  significant  competition  in the marine  industry for
manned craft. However, recent emphasis on Homeland Security Initiatives, coupled
with the Company's  unique  position on the SPARTAN  program,  have provided new
opportunities for the Company. In addition, the Company faces little competition
in the international market, particularly in the Asia-Pacific Region.

Additional Acquisition
----------------------

         In July of 2003,  the company signed a Letter of Intent for the partial
acquisition  of The Radix Ortega Group, a marine and  environmental  engineering
firm based out of  Seattle,  WA.  Radix  Ortega  currently  has  contracts  with
Washington State's Department of  Transportation,  the Port of Seattle,  and the
U.S. Navy Engineering Field Activity Northwest. The company's work with the Navy
involves environmental  assessments for marine facility construction projects at
Naval Shipyard Puget Sound in Bremerton,  WA. Radix Ortega also has a broad base
of existing  commercial  customers  including the Bechtel  Corporation,  Bank of
America, and the Puget Sound Energy

         Under the proposed terms of the acquisition,  Radix Marine will acquire
up to 40% of Radix Ortega.  This partial  acquisition  preserves  Radix Ortega's
status as a certified  minority  business  enterprise at both the Federal (under
the 8(a)  program)  and State  levels.  The company  will  operate as a separate
business unit, with its own rate structure. This approach positions Radix Marine
to  be  more  competitive  on  service  contracts,  while  leaving  their  other
subsidiary  Integrated  Maritime Platforms  International,  Inc., to conduct the
higher-cost research and development tasks.

Employees
---------

The Company has nine part-time, on call employees, including the officers of the
corporation.  As the company expands,  additional  engineering,  technical,  and
management staff will be required.

Subsidiaries
------------

Integrated is a wholly-owned subsidiary of Radix Marine, Inc.

Patents and Trademarks
----------------------

We do not own, either legally or beneficially, any patent or trademark.

<PAGE>

Risk Factors
------------

Because we are a development stage company with a limited history of operations,
we  are  subject  to  certain  risks,  discussed  below.  If we  are  unable  to
successfully  execute our business plan, our business and operating results will
suffer.  There is no certainty  that we will be  successful  in  developing  our
business  described  herein, or that our facilities or employees will be capable
of satisfactorily  carrying out such business. We have limited resources. We are
likely to be subject to risks that our management has not anticipated.

We are at an  early  state of  development  and our  business  is  difficult  to
evaluate because we have a limited  operating  history and our business strategy
is evolving, and consequently, our operating results may be uncertain. We are in
a development stage and our operations will be subject to all the risks inherent
in the  establishment of a new business  enterprise,  including limited capital,
implementation  of a business plan,  uncertain market conditions and the absence
of a company  operating  history.  The  likelihood  that we will succeed must be
considered in light of the problems, expenses, and delays frequently encountered
in connection  with the  development  of new  businesses,  as well as many other
factors.  There can be no assurances  that our plans will either  materialize or
prove successful or that we will be profitable.

We will need additional financing, and if we cannot secure such financing, there
would be substantial doubt as to our ability to continue as a going concern.  We
will  require  additional  financing to meet our  obligations  and to pursue our
current or future  plans for  expansion  and product  development.  We expect to
incur  additional  losses over the next twelve (12) months.  No assurance can be
given that we will be  profitable  in the future or that our  business  strategy
will be successful. If we should need further financing in the future, there can
be no  assurance  that we  will  successfully  obtain  additional  financing  on
favorable terms, or at all. In addition,  if issuing equity  securities to raise
additional funds,  further significant dilution to shareholders could result. If
sources  of  acceptable  financing  are not  available,  we would  be  adversely
affected.

We face risks  associated  with  acquisition  or  investments  in  complementary
businesses.  The  Company  may  acquire  or make  investments  in  complementary
businesses,  technologies,  services or products  if  appropriate  opportunities
arise. This acquisition and investment strategy has the following risks: (1) May
not be able  to  identify  suitable  acquisition  or  investment  candidates  at
reasonable  prices;  (2) May not be able  to  successfully  integrate  services,
products or personnel of any acquisition or investment into the operations;  (3)
May acquire unknown  liabilities in these  acquisitions or investments;  and (4)
Costs  associated  with  these  acquisitions,   including  the  amortization  of
intangible assets, will adversely affect profitability.

The possibility  exists that we will be a party to legal  proceedings.  While we
are not  subject  to any legal  proceedings,  the  potential  exists  that legal
proceedings,  if any,  brought  against us will  impact on the  company  and our
operations.  We cannot  guarantee  that we will be held harmless  and/or that we
will not be the subject of any potential legal proceeding.

We do not have Key Man Life Insurance. We do not have key man life insurance for
any of our directors or officers.

ITEM 2.  DESCRIPTION OF PROPERTY

Radix  Marine,  Inc. is  co-located  with  Integrated in an office space under a
month-to-month lease. For the use of this space, the company was charged $15,000
for the year ended June 30, 2003. Radix Marine owns no other properties.


ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any material legal  proceedings  and to our knowledge,  no
such proceedings are threatened or contemplated.

<PAGE>

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

On March 31,  2003,  a Consent  to  Action in Lieu of a Special  Meeting  of the
Stockholders was passed and the following resolutions adopted:

         1. Amendment of the Articles of Incorporation to change the name of the
corporation  to  Radix  Marine,  Inc.  and  to  change   capitalization  of  the
corporation  to  75,000,000  shares  of  Common  Stock,  par  value of $.001 and
25,000,000 shares of "blank check preferred stock", par value of $.001

         2. Amendment of the Bylaws.

         3. Change of Ticker Symbol.

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

Market Information
------------------

AS of August 6, 2001,  the  Company's  stock was listed on the NASDAQ  Bulleting
Board under the symbol "MMFS." As of April 4, 2003, in accordance with a Consent
of Action of the Shareholders, the common stock of Radix Marine, Inc. was listed
on the NASDAQ  Bulleting Board under the symbol "RDXM." The quotations  provided
are for the over the counter  market which reflect  interdealer  prices  without
retail  mark-up,  mark-down  or  commissions,   and  may  not  represent  actual
transactions.  The bid prices  included  below have been  obtained  from sources
believed to be reliable:

         Period Ending:             High Bid         Low Bid

         June 28, 2002              0.65              0.51
         September 30, 2002         0.30              0.28
         December 31, 2002          0.39              0.34
         March 31, 2003             0.15              0.11
         June 30, 2003              0.09              0.08

Holders of Common Stock
-----------------------

RDXM had  32,892,266  shares  of  common  stock  issued  and  outstanding  as of
September  5,  2003,  which  were  held  by  approximately   565   shareholders.
Approximately  11,500,000  common shares that were issued in the  acquisition of
Integrated are restricted.

Recent Issuance of Securities
-----------------------------

The  acquisition of Integrated  provided that  4,005,075  shares of common stock
were  issued in  October  2004 in  exchange  for all the  outstanding  shares of
Integrated.  The merger  agreement  provided  that if the  Company was unable to
effect funding of $1,500,000 to Integrated within a six month period, additional
shares  were to be issued  to the  former  shareholders  of  Integrated.  Upon a
failure to fund, as part of an overall  settlement  with the prior  officers and
directors of the corporation, the shareholders of Integrated and related parties
were issued an additional 7,550,000 shares in March of 2003.

From July 1, 2002 through June 30, 2003,  the Company issued  3,020,000  shares,
pursuant  to Form S-8,  to the  following  parties  in return  for  services  as
follows:

         James Macfarlane             120,000
         Ron Ruskowski                400,000
         Doug Larson                   50,000
         Art Malone                   100,000
         Jeffrey Mackay                20,000

<PAGE>

         Doug Furth                   800,000
         Brad Goodspeed               500,000
         Rocky McNabb               1,000,000

From July 1, 2002  through  June 30,  2003,  the Company has  received  $110,000
through the issuance of 360,608  shares of its common stock.  Sales were to four
investors at prices from $0.15 to $0.22 in separate transactions.

From July 1, 2002 through June 30, 2003, the company  received  $99,635  through
issuance  of  3,277,928  shares of common  stock via a REG S sales.  These  were
restricted  securities as that term is defined in paragraph (a) (3) of Rule 144,
promulgated pursuant to the Act.

From July 1, 2002 through June 20, 2003, the company issued  1,213,500 shares of
common stock to retire debt.  These were  restricted  securities as that term is
defined in paragraph (a) (3) of Rule 144, promulgated pursuant to the Act.

From July 1, 2002, through June 30, 2003, the company issued 1,005,966 shares of
common stock in exchange for $42,000 received as convertible loans.

In March of 2003,  3,500,000  shares  of  stock  held by prior  officers  of the
corporation were rescinded.

As of  September  5, 2003,  the  company  had  received  $45,000 in  outstanding
convertible  loan  agreements  where the amounts are  convertible  at 50% of the
twenty day trailing price of common stock.

The company has one outstanding convertible loan agreement dated August 22, 2002
with Health Co. Canada Enterprises,  Inc., whereby a three month loan of $50,000
can be repaid in full for  $62,500  or  converted  to common  stock at a rate of
$0.02 per share for a potential  issuance of 312,500 restricted common shares of
any combination of cash and common stock.

From July 1, 2003 through September 5, 2003, the Company issued 2,000,000 shares
of S8 common stock to The Otto Law Group in exchange for legal services.

Dividend Policy
---------------

RDXM or MMFS has not paid a dividend on its common  stock in the past 12 months.
The company does not anticipate paying any dividends on its common stock.


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

Overview
--------

Radix  Marine,  Inc.  underwent a major  re-direction  during the past year.  As
Modern MFG Services,  the company's focus was on serving as an internet clearing
house for  contractors  and  customers  in the machine shop  industry.  With the
acquisition of Integrated Maritime Platforms International,  Inc., the company's
focus changed to the  development,  production,  and  integration  of high-speed
marine craft.

Financial Condition and Results of Operations
---------------------------------------------

The following is a summarized description of the consolidated  operations during
the past fiscal year. Approximately $252,015 was received as income on services,
as compared to $175 in the prior fiscal year.  This income was obtained  through
the  subsidiary  Integrated  Maritime  Platforms  International,  through  their
contract with the government. The parent company, Radix Marine, had no source of
earned  income for the year,  relying  only on financing  activities  for (stock
sales and loans) for cash.

A total of $632,202  was  expended on general and  administrative  expenses,  as
compared to $265,749 for the year ending June 30, 2002. Of this, the general and
administrative  expenses of Radix Marine were $339,637,  including  $232,202 for
consulting, $44,673 for legal fees, $36530 for accounting fees, and the rest for

<PAGE>

general  operations.  Of the  $292,015  of general and  administrative  expenses
attributable  to  Integrated  Maritime,  $75,386 was for  contract  amortization
expense,  $65,816  was for legal  expense,  $36,904 was for  marketing  expense,
$26,100 was for payroll expenses,  $21,359 was for accounting  expense,  $21,038
was for subcontractors, and the rest for general operations.

Research and development  costs for the year ending June 30, 2003 were $310,449,
as  opposed  to none for the  year  ending  June  30,  2002.  All  research  and
development  costs  were  expended  by  Integrated  Maritime  in  expanding  the
company's product line.

Total interest expense for the two companies was $102,901 as opposed to $224 for
the prior year. Of this,  $16,941 was expended by Radix Marine,  and $85,960 was
expended by Integrated Maritime.

The company  received  $326,840 in miscellaneous  income through  forgiveness of
debt due to prior corporate  officers.  Gain on  extinguishments of debt for the
year  ending  June 30,  2003 was  $177,277.  Additional  debt in the  amount  of
$759,605 was retired  through  issuance of common stock.  Resultant net loss for
the fiscal year ended June 30, 2003 was $1,229,796.  Of this a total of $750,000
was  attributed to the  impairment of goodwill,  which was  determined to be the
excess of fair value of the  purchase  price of  Integrated  Maritime.  Net loss
prior to the impairment of goodwill was $479,796 for the year, compared to a net
loss of $564,816 for the prior year

General Plan of Operations
--------------------------

The company has  historically and continues to rely on equity and debt financing
to sustain  operations.  A revenue source was  established for the first time in
the company's history through the acquisition of Integrated  Maritime  Platforms
International.  Inc.  (Integrated  Maritime).  Integrated  Maritime is currently
developing  a  complete  line of manned  and  unmanned  craft for  domestic  and
international  sales.  A portion of these costs are covered  under the company's
contract with the U.S. Navy for unmanned surface vehicles.  However,  additional
capital is  required  to  prototype  and market the product in order to generate
revenues for continued operations.

The company is currently  working with several funding sources  concurrently for
either debt or equity financing, or a combination.  These discussions are in the
early stages and the terms not sufficiently finalized at this time.

As funds are received through  revenues,  debt or additional  equity  financing,
management  plans to negotiate  with  creditors to settle prior and  outstanding
obligations  for either a reduced amount or settle the debt through the issuance
of the company's stock.

In July of 2003,  the  company  signed a letter of intent  with Radix  Ortega to
acquire a portion of their  company.  Radix Ortega  provides  environmental  and
construction  management  services,  with a focus on the  marine  industry.  The
company  plans to finalize  this  acquisition  during the second  quarter of the
fiscal year.

Forward-Looking Statements
--------------------------

Certain statements concerning the Company's plans and intentions included herein
constitute  forward-looking  statements for purpose of the Securities Litigation
Reform Act of 1995 for which the Company  claims a safe  harbor  under that Act.
There are a number of factors that may affect the future results of the Company,
including,  but not  limited  to,  (a) the  ability  of the  company  to  obtain
additional funding for operations,  (b) the continued availability of management
to  develop  the  business  plan  and  (c)  successful  development  and  market
acceptance of the company's unproven product.

This  annual  report   contains  both  historical   facts  and   forward-looking
statements.  Any  forward-looking  statements  involve risks and  uncertainties,
including,  but not limited to, those mentioned above. Moreover,  future revenue
and margin trends cannot be reliably predicted.



<PAGE>



ITEM 7.  FINANCIAL STATEMENTS.

                               RADIX MARINE, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS


                                    Contents
                                    --------



                                                                     Page
                                                                     ----

     Independent Auditors' Report                                    F-1

     Balance Sheet                                                   F-2

     Statements of Operations and Accumulated Deficit                F-3

     Statement of Stockholders' Deficit                              F-4

     Statement of Cash Flows                                         F-5

     Notes to Financial Statements                                   F-6






<PAGE>



                          Independent Auditors' Report


Board of Directors
Radix Marine, Inc.
Silverdale, Washington

We have audited the  accompanying  consolidated  balance  sheet of Radix Marine,
Inc.  (A  Development  Stage  Company)  as of June  30,  2003,  and the  related
consolidated  statements  of  operations  and  deficit  accumulated  during  the
development stage, cash flows, and stockholders'  deficit for the two years then
ended,  and from the  Company's  inception  (February 7, 2000)  through June 30,
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the 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  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Radix Marine, Inc.
as of June 30, 2003,  and the  consolidated  results of its  operations  and its
consolidated  cash flows for the two years then  ended,  and from the  Company's
inception  (February  7,  2000)  through  June  30,  2003,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 11 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net  capital  deficiency,  which  raises  substantial  doubt about its
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters also are also  described  in Note 11. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Jonathon P. Reuben CPA

Jonathon P. Reuben, C.P.A.
Accountancy Corporation
Torrance. California
October 13, 2003


<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    ASSETS

       CURRENT ASSETS
<S>                                                                <C>
          Cash                                                     $            145
          Accounts receivable                                                66,757
          Prepaid expenses                                                    2,500
                                                                      --------------
            TOTAL CURRENT ASSETS                                             69,402
                                                                      --------------

       PROPERTY & EQUIPMENT
          Office equipment                                                    5,052
          Less accumulated depreciation                                        (175)
                                                                      --------------
                                                                              4,877
                                                                      --------------

       OTHER ASSETS
          Intangible assets not subject to amortization
            Goodwill                                                        550,704
          Intangible assets subject to amortization
            Other                                                           427,185
                                                                      --------------
                                                                            977,889
                                                                      --------------

            TOTAL ASSETS                                           $      1,052,168
                                                                      ==============



    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
       CURRENT LIABILITIES
          Accounts payable                                         $         36,739
          Consulting fees payable                                           144,138
          Legal fees payable                                                 85,732
          Accounting fees payable                                            12,524
          Rent payable                                                       15,000
          Accrued expenses                                                   30,695
          Payable to related parties                                        299,731
          Payable to others                                                 109,148
          Current maturities of long-term debt                               17,662
                                                                      --------------
            TOTAL CURRENT LIABILITIES                                       751,369
                                                                      --------------

          Long-term debt - related party                                    511,595
                                                                      --------------

            TOTAL LIABILITIES                                             1,262,964
                                                                      --------------

       STOCKHOLDERS' (DEFICIT)
          Common stock,  $.001 par value; authorized
            75,000,000 shares; issued and outstanding
            30,892,265 shares as of June 30, 2003                            30,893
          Additional paid-in capital                                      2,351,003
          Deficit accumulated during the development stage               (2,592,692)
                                                                      --------------

            TOTAL STOCKHOLDERS' (DEFICIT)                                  (210,796)
                                                                      --------------

            TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)          $      1,052,168
                                                                      ==============
</TABLE>


<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      DEFICIT
                                                                                                                    ACCUMULATED
                                                                                                                     DURING THE
                                                                        JUNE 30,                                    DEVELOPMENT
                                                                          2002                    2003                 STAGE
                                                                     ----------------      -------------------    -----------------

<S>                                                              <C>                  <C>                     <C>
      INCOME                                                     $               175  $               252,015 $            252,190
                                                                     ----------------      -------------------    -----------------

      EXPENSES
         General and administrative expenses                                 265,749                  632,202              897,951
         Loss on abandonment of website development                          460,515                        -              460,515
         Loss on impairment of goodwill                                            -                  750,000              750,000
         Research and development                                             15,780                  310,499              326,279
                                                                     ----------------      -------------------    -----------------
                                                                             742,044                1,692,701            2,434,745
                                                                     ----------------      -------------------    -----------------

      OTHER INCOME (EXPENSES)
         Loss on disposal and repossession of assets                               -                  (13,091)             (13,091)
         Interest income                                                           -                       42                   42
         Interest expense                                                       (224)                (102,901)            (103,125)
                                                                     ----------------      -------------------    -----------------
                                                                                (224)                (115,950)            (116,174)
                                                                     ----------------      -------------------    -----------------

         NET LOSS BEFORE EXTRAORDINARY ITEM                                 (742,093)              (1,556,636)          (2,298,729)

      EXTRAORDINARY ITEM
         GAIN ON EXTINGUISHMENTS OF DEBT                                     177,277                  326,840              504,117
                                                                     ----------------      -------------------    -----------------

         NET LOSS                                                $          (564,816) $            (1,229,796)$         (1,794,612)
                                                                     ================      ===================    =================

      PER SHARE DATA

         BASIC LOSS BEFORE EXTRAORDINARY ITEMS                   $             (0.06) $                 (0.07)
          EXTRAORDINARY ITEMS                                                   0.01                     0.02
                                                                     ----------------      -------------------
                NET LOSS                                         $             (0.04) $                 (0.06)
                                                                     ================      ===================

         WEIGHTED AVERAGE COMMON
             SHARES OUTSTANDING                                           13,161,385               21,465,403
                                                                     ================      ===================
</TABLE>






<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
STATEMENT OF STOCKHOLDERS' (DEFICIT)
JULY 1, 2002 THOUGH JUNE 30, 2003

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          DEFICIT
                                                                                                                         ACCUMULATED
                                                                                                           ADDITIONAL   DURING THE
                                                                                      COMMON STOCK          PAID-IN      DEVELOPMENT
                                                                                  ----------------------
                                                                                    SHARES        AMOUNT    CAPITAL        STAGE
                                                                                  -----------   --------   ----------   ------------


<S>                                                                              <C>           <C>        <C>          <C>
Shares issued for cash                                                            11,516,000     11,516            -
Shares issued for services                                                             9,000     11,725            -
Net loss for the year ended June 30, 2000                                                  -          -            -        (41,098)
                                                                                  -----------   --------   ----------   ------------

   Balance - June 30, 2000                                                        11,525,000     23,241            -        (41,098)
Adjust for reverse acquisition of MPEG Super Site, Inc.                              814,985    (10,901)      10,901       (600,228)
                                                                                  -----------   --------   ----------   ------------

   Balance - June 30, 2000 - restated                                             12,339,985     12,340       10,901       (641,326)

Net loss for the year ended June 30, 2001                                                  -          -            -        (87,830)
                                                                                  -----------   --------   ----------   ------------

  Balance - June 30, 2001                                                         12,339,985     12,340       10,901       (729,156)

Aug  2001 - Shares issued as payment on
   prior year's payables                                                             450,000        450       32,050              -
Aug  2001 - Shares issued for legal services                                         100,000        100       24,900              -
Aug  2001 - Shares issued for consulting services                                     10,000         10        4,990              -
Aug  2001 - Shares issued for legal services                                          10,000         10        4,990              -
Sept 2001 - Payment on software license                                               50,000         50       59,950              -
Sept 2001 - Shares issued for consulting services                                    300,000        300       14,700              -
Oct, 2001 - Shares issued for legal services                                          10,000         10        4,990              -
Oct  2001 - Shares issued for consulting services                                      1,000          1          499              -
Oct  2001 - Shares returned to treasury and cancelled                                (17,500)       (17)          17              -
Dec 2001 - Shares issued for cash                                                     37,037         37        9,963              -
Jan  2002 - Shares issued for consulting services                                      5,000          5        3,745              -
May 2002 - Shares issued for cash                                                    250,000        250       24,750              -
May 2002 - Shares issued for cash                                                      6,000          6        2,994              -
June  2002 - Shares issued for consulting services                                    10,000         10        6,990              -
June  2002 - Extinguishment of indebtedness due Retailport.com                       100,000        100       16,823              -
June  2002 - Shares issued for consulting services                                    65,000         65       10,935              -
June 2002 - Shares issued for cash                                                     6,000          6        2,994              -
Net loss for the year ended June 30, 2002                                                  -          -            -       (564,816)
                                                                                  -----------   --------   ----------   ------------

  Balance - June 30, 2002                                                         13,732,522     13,733      237,181     (1,293,972)

July 2002 - Shares issued for cash                                                   136,364        136       29,864              -
Aug 2002 - Shares issued for cash                                                    224,243        224       39,776              -
Sept 2002 - Shares issued for cash                                                   266,667        267       39,733              -
Sept 2002 - Net income and expenses of Integrated Marine
                      for the period prior to acquisition                                                                   (68,924)
Oct 2002 - Shares issued as payment on payables                                       14,000         14        6,486              -
Oct 2002 - Shares issued for acquisition of Integrated Marine                      4,005,075      4,005    1,268,139              -
Oct 2002 - Shares issued for consulting services                                     152,000        152            -              -
Nov 2002 - Shares issued in cancellation of indebtedness                           1,000,000      1,000      149,000              -
Nov 2002 - Shares issued for consulting services                                     520,000        520      129,480              -
Dec 2002 - Shares issued in cancellation of indebtedness                              10,000         10        2,490              -
Jan 2003 - Shares issued in cancellation of indebtedness                              47,500         48        6,203              -
Feb 2003 - Shares issued for consulting services                                     150,000        150       37,350              -
Mar 2003 - Shares issued for cash                                                  1,645,500      1,646       51,067              -
April 2003 - Shares issued for consulting services                                   800,000        800      112,000              -
April 2003 - Shares issued for cash                                                  909,714        910       25,245              -
May 2003 - Shares issued for cash                                                    722,714        723       20,046              -
May 2003 - Shares issued for consulting services                                   1,500,000      1,500      163,500              -
May 2003 - Additional shares issued on acquisition of Integrated Marine            7,550,000      7,550       (7,550)             -
May 2003 - Shares rescinded                                                       (3,500,000)    (3,500)           -              -
May 2003 - Shares issued for convertible notes                                     1,005,966      1,006       40,994              -
Net loss for the year ended June 30, 2003                                                  -          -            -     (1,229,796)
                                                                                  -----------   --------   ----------   ------------

  Balance - June 30, 2003                                                         30,892,265  $  30,893  $ 2,351,003  $  (2,592,692)
                                                                                  ===========   ========   ==========   ============
</TABLE>

<PAGE>

RADIX MARINE, INC.
(FORMERLY MODERN MFG SERVICES, INC.)
(A DEVELOPMENT STAGE CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                  DEFICIT
                                                                                                                 ACCUMULATED
                                                                                                                 DURING THE
    CASH FLOWS FROM OPERATING ACTIVITIES                                            JUNE 30,                     DEVELOPMENT
                                                                                      2002           2003          STAGE
                                                                                    ----------   -------------   ----------
<S>                                                                               <C>          <C>             <C>
      Net Loss                                                                    $  (564,816) $   (1,229,796) $ (1,794,612)
      Adjustments to reconcile net loss to net cash
         used by operating activities:
           Stock issued for services                                                   77,250         453,182      530,432
           Abandonment of website development                                         422,108               -      422,108
           Gain on extinguishment of indebtedness                                    (177,277)       (326,840)    (504,117)
           Loss on disposal and repossession of assets                                      -          13,091       13,091
           Loss on impairment of goodwill                                                   -         750,000      750,000
           Depreciation expense                                                             6          35,889       35,895
           Amortization expense                                                             -          75,386       75,386
           (Increase) decrease in assets
             Increase in accounts receivable                                                -         (66,757)     (66,757)
             Increase in prepaid expenses                                                   -          (2,500)      (2,500)
           Increase (decrease) in liabilities
             Increase (decrease) in accounts payable and accrued expenses              21,707          (9,658)      12,049
             Increase in accrued interest                                                   -          14,891       14,891
             Increase in accrued compensation due officers                            108,000               -      108,000
                                                                                    ----------   -------------   ----------

             NET CASH USED IN OPERATING ACTIVITIES                                   (113,022)       (293,112)    (406,134)
                                                                                    ----------   -------------   ----------

    CASH FLOWS FROM INVESTING ACTIVITIES

      Office equipment purchases                                                         (228)         (5,052)      (5,280)
                                                                                    ----------   -------------   ----------

           NET CASH USED IN INVESTING ACTIVITIES                                         (228)         (5,052)      (5,280)
                                                                                    ----------   -------------   ----------


    CASH FLOWS FROM FINANCING ACTIVITIES

      Amounts received from related parties                                            92,170         112,474      204,644
      Amounts received from line of credit                                                  -         127,000      127,000
      Amounts received from long-term debt                                                  -         169,748      169,748
      Amounts received from payables to others                                              -          52,550       52,550
      Cash received in reverse acquisition with MPEG Super Site, Inc.                   1,641               -        1,641
      Repayments to related parties                                                   (18,100)        (90,974)    (109,074)
      Repayments of long-term debt                                                          -        (180,049)    (180,049)
      Repayments of payables to others                                                      -          (5,900)      (5,900)
      Proceeds  from private offerings                                                 41,000         109,999      150,999
                                                                                    ----------   -------------   ----------

           NET CASH PROVIDED BY FINANCING ACTIVITIES                                  116,711         294,848      411,559
                                                                                    ----------   -------------   ----------

           NET INCREASE (DECREASE) IN CASH AND CASH
             EQUIVALENTS                                                                3,461          (3,316)         145

           BEGINNING BALANCE - CASH AND CASH EQUIVALENTS                                    -           3,461            -
                                                                                    ----------   -------------   ----------

           ENDING BALANCE - CASH AND CASH EQUIVALENTS                             $     3,461  $          145  $       145
                                                                                    ==========   =============   ==========

    SUPPLEMENTAL INFORMATION:

      CASH PAID FOR:

         Interest Expense                                                         $         -  $        6,595
                                                                                    ==========   =============
         Income Taxes                                                             $         -  $            -
                                                                                    ==========   =============
</TABLE>



      NON-CASH INVESTMENT AND FINANCING INFORMATION

         On September  30,  2002,  the Company  acquired all of the  outstanding
         shares of common stock of Integrated Maritime Platforms,  International
         Inc.  ("Integrated")  in exchange for issuing  4,005,075  shares of its
         common stock and $128,500  which was used in  Integrated's  operations.
         The  original   shareholders  of  Integrated   received  an  additional
         7,550,000 shares of common stock and the former president and secretary
         of the Company  cancelled  3,500,000 shares of their holdings in common
         stock of the Company. See note 3

         During the year ended  June 30,  2003,  the  Company  issued  1,071,500
         shares  of its  common  stock to  consultants  in the  cancellation  of
         $162,250 of indebtedness.




<PAGE>



                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

         Radix  Marine,  Inc.  (the  "Company"),  formerly  known as Modern  MFG
         Services,  Inc. is a corporation  that was formed under the laws of the
         State of Colorado on  September  30,  1958.  The name was changed  from
         Modern MFG Services,  Inc. in March of 2003 to Radix  Marine,  Inc. The
         Company  was   organized  for  the  purpose  of  developing  a  service
         organization   using  modern   technology   through  the  internet  for
         machinists, machine shops, and customers, to make contact, bid for jobs
         and other related matters.

         On  September  30,  2002  the  Company  acquired   Integrated  Maritime
         Platforms International,  Inc. ("Integrated").  Integrated is currently
         developing for construction an Unmanned Surface Vehicle  Prototype.  It
         is the Company's intent to develop and market a complete line of manned
         and unmanned marine craft for the domestic and international market.

         The Company is in the development stage as defined in FASB Statement 7.
         The Company has not paid any dividends and dividends,  that may be paid
         in the future, will depend on the financial requirements of the Company
         and other relevant factors.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The  Company's  financial  statements  are  prepared  using the accrual
         method of accounting in accordance with accounting principles generally
         accepted in the United States and have been prepared on a going concern
         basis,  which contemplates the realization of assets and the settlement
         of liabilities in the normal course of business. (See Note 11).

         PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
         of the Radix Marine,  Inc. and its wholly owned subsidiary,  Integrated
         Maritime Platforms  International,  Inc. Intercompany  transactions and
         balances have been eliminated in consolidation.

             Revenue Recognition

           The  Company  generates  its revenue from a government  contract on a
                cost plus fixed fee basis. The Company recognizes  revenues when
                it bills the government for the costs incurred.

             Allowance for Doubtful Accounts

        The allowance for doubtful accounts on accounts receivable is charged to
        income in amounts sufficient to maintain the allowance for uncollectible
        accounts  at a level  management  believes  is  adequate  to  cover  any
        probable  losses.  Management  determines  the adequacy of the allowance
        based on  historical  write-off  percentages  and the current  status of
        accounts  receivable.  Accounts  receivable  are charged off against the
        allowance when collectibility is determined to be permanently  impaired.
        As of June 30,  2003,  the  Company  did not  establish  any reserve for
        doubtful accounts.

        DEPRECIATION

              The  cost of  property  and  equipment  is  depreciated  over  the
              estimated useful lives of the related assets. The Company's office
              equipment is being  depreciated  on the  straight-line  method for

<PAGE>

              both  financial  reporting  and  income  tax  reporting  purposes.
              Depreciation  expense  charged to  operations  for the years ended
              June 30, 2003, and 2002 were $35,895 and $6, respectively.

         LONG-LIVED ASSETS

             In August 2001,  SFAS No. 144,  "Accounting  for the  Impairment or
             Disposal of Long-Lived  Assets," was issued  establishing new rules
             and clarifying implementation issues with SFAS No. 121, "Accounting
             for the Impairment of Long-Lived  Assets and for Long-Lived  Assets
             to be Disposed  of, "by allowing a  probability-weighted  cash flow
             estimation  approach to measure the impairment loss of a long-lived
             asset.  The statement also established new standards for accounting
             for  discontinued   operations.   Transactions   that  qualify  for
             reporting  in  discontinued  operations  include the  disposal of a
             component of an entity's  operations that comprises  operations and
             cash flow that can be clearly distinguished,  operationally and for
             financial  reporting  purposes,  from the rest of the  entity.  The
             statement is effective for fiscal years  beginning  after  December
             15, 2001. The Company adopted this standard and its adoption has no
             significant effect on the Company's financial statements.

             NET LOSS PER SHARE

             The Company  adopted  the  provisions  of  Statement  of  Financial
             Accounting Standards ("SFAS") No. 128, "Earnings Per Share" ("EPS")
             that established  standards for the  computation,  presentation and
             disclosure  of earnings per share,  replacing the  presentation  of
             Primary EPS with a presentation of Basic EPS.

             CASH AND CASH EQUIVALENTS

             For purposes of the statement of cash flows, the Company  considers
             cash and cash  equivalents  to include  all stable,  highly  liquid
             investments with maturities of three months or less.

             USE OF ESTIMATES

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

             INCOME TAXES

             The Company  accounts for its income taxes under the  provisions of
             Statement of Financial  Accounting  Standards 109 ("SFAS 109"). The
             method of  accounting  for income  taxes under SFAS 109 is an asset
             and liability  method.  The asset and liability method requires the
             recognition of deferred tax liabilities and assets for the expected
             future tax consequences of temporary  differences between tax bases
             and financial reporting bases of other assets and liabilities.

             FAIR VALUE OF FINANCIAL INSTRUMENTS

             Pursuant  to  SFAS  No.  107,  "Disclosures  About  Fair  Value  of
             Financial  Instruments",  the Company is  required to estimate  the
             fair value of all  financial  instruments  included  on its balance
             sheet as of June 30, 2002. The Company considers the carrying value
             of such amounts in the financial  statements to  approximate  their
             face value.


<PAGE>


             ISSUANCES INVOLVING NON-CASH CONSIDERATION

             All  issuances of the  Company's  stock for non-cash  consideration
             have been assigned a dollar amount equaling either the market value
             of  the  shares  issued  or the  value  of  consideration  received
             whichever  is  more  readily  determinable.  The  majority  of  the
             non-cash  consideration  received  pertains to services rendered by
             consultants  and others and have been valued at the estimated value
             of the services rendered.

             NEW ACCOUNTING PRONOUNCEMENTS

             In April 2002, SFAS No. 145,  "Rescission of FASB Statements No. 4,
             44, and 64,  Amendment  of FASB  Statement  No.  13, and  Technical
             Corrections",  was issued.  This Statement  rescinds FASB Statement
             No. 4, "Reporting  Gains and Losses from  Extinguishment  of Debt",
             and  an  amendment  of  that  Statement,  FASB  Statement  No.  64,
             "Extinguishments    of   Debt   Made   to   Satisfy    Sinking-Fund
             Requirements".  This Statement also rescinds FASB Statement No. 44,
             "Accounting  for  Intangible   Assets  of  Motor  Carriers".   This
             Statement amends FASB Statement No. 13, "Accounting for Leases", to
             eliminate  an  inconsistency  between the required  accounting  for
             sale-leaseback transactions and the required accounting for certain
             lease  modifications that have economic effects that are similar to
             sale-leaseback  transactions.  This  Statement  also  amends  other
             existing  authoritative  pronouncements  to make various  technical
             corrections,  clarify  meanings,  or describe  their  applicability
             under  changed  conditions.  The  adoption  of SFAS No.  145 had no
             effect on the  financial  position and results of operations of the
             Company.

             In June 2002, SFAS No. 146,  "Accounting for Costs  Associated with
             Exit or Disposal  Activities",  was issued which nullifies Emerging
             Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
             Certain Employee  Termination  Benefits and Other Costs to Exit and
             Activity  (including  Certain Costs Incurred in a  Restructuring").
             The  adoption  of SFAS  No.  146  had no  effect  on the  financial
             position and results of operations of the Company.

             In  December  2002,  SFAS  No.  148,  "Accounting  for  Stock-Based
             Compensation  - Transition  and  Disclosure  and  amendment of FASB
             Statement No. 123",  was issued to provide  alternative  methods of
             transition for a voluntary change to the fair value based method of
             accounting for stock-based employee compensation. In addition, this
             Statement  amends the disclosure  requirements  of Statement 123 to
             require prominent  disclosures in both annual and interim financial
             statements about the method of accounting for stock-based  employee
             compensation and the effect of the method used on reported results.
             The  adoption  of SFAS  No.  148  had no  effect  on the  financial
             position and results of operations of the Company.

             In May  2003,  SFAS No.  150,  "Accounting  for  Certain  Financial
             Instruments with  Characteristics  of both Liabilities and Equity",
             was issued to establish  standards for how an issuer classifies and
             measures certain financial instruments with characteristics of both
             liabilities  and  equity.  It  requires  that an issuer  classify a
             financial instrument that is within its scope as a liability (or an
             asset  in some  circumstances).  Many  of  those  instruments  were
             previously  classified  as equity.  Some of the  provisions of this
             Statement are consistent with the current definition of liabilities
             in FASB Concepts Statement No. 6, Elements of Financial Statements.
             The remaining  provisions of this Statement are consistent with the
             Board's  proposal to revise that  definition  to encompass  certain
             obligations  that a reporting  entity can or must settle by issuing
             its own equity shares,  depending on the nature of the relationship
             established between the holder and the issuer. The adoption of SFAS
             No.  150 had no effect on the  financial  position  and  results of
             operations of the Company.

<PAGE>

             RECLASSIFICATION

             Certain  amounts  have in June 30, 2002 have been  reclassified  to
             conform   with   the   June   30,   2003's    presentation.    Such
             reclassification   had  no  effect  on  net  income  as  previously
             reported.

             ADVERTISING

             The  Company  accounts  for its  advertising  costs  as  non-direct
             response advertising.  Accordingly,  advertising costs are expensed
             as incurred.  Advertising  expense for the year ended June 30, 2003
             was $27,000.

             PENSION PLAN

             The Company  started a 401(k) plan  effective  January 1, 2003. All
             employees  employed on the effective  date are eligible.  Employees
             hired  after the  effective  date are  required to have one year of
             service and be at least twenty-one years old. The plan has matching
             contributions, which are discretionary amounts, determined annually
             by the plan  sponsor.  After  six  years  of  service  the  vesting
             percentage is 100%. For the year ended June 30, 2003, the Company's
             pension expense was zero.

NOTE 3. ACQUISITION OF INTEGRATED MARITIME PLATFORMS INTERNATIONAL, INC.

             On September 30, 2002, the Company  acquired all of the outstanding
             stock  of  Integrated  Maritime  Platforms   International,   Inc.,
             ("Integrated")  a  corporation  formed in  Washington in a business
             combination accounted for as a purchase.  Integrated with two other
             manufacturers,  is  developing an unmanned  surface  vessel for the
             United   States  Navy.   In  exchange  for  receiving  all  of  the
             outstanding  stock  of  Integrated,   the  Company  issued  to  the
             shareholders of Integrated 4,005,075 shares of its common stock and
             provided $128,500 to Integrated to be used in the operations of the
             Company.  Pursuant  to the  original  agreement,  the  Company  was
             committed to fund a total of $1,500,000  towards the  operations of
             Integrated.  If the $1,500,000 was not funded by December 31, 2002,
             the Company had to issue  additional  shares to the shareholders of
             Integrated. As only $128,500 was funded, the original agreement was
             modified  on  March 4,  2003.  Under  the  modified,  the  original
             shareholders of Integrated received an additional  7,550,000 shares
             of common  stock and the  former  president  and  secretary  of the
             Company  agreed  to  cancel a total of  3,500,000  shares  of their
             holding in the common stock of the Company.

             The  accompanying  financial  statements  include the consolidated
             results of the combined companies as of the acquisition date.

             The fair values of  assets  acquired  and  liabilities  assumed  is
             summarized as follows:

                 Cash                                        $            165
                 Accounts receivable                                   26,519
                 Prepaid expenses                                       3,000
                 Marine Vessel                                        600,000
                 Deposit                                               15,208
                 Goodwill                                           1,300,754
                 Other assets                                         502,570
                 Notes payable                                     (1,115,522)
                 Accounts payable and accrued expenses                (64,555)
                                                                    ---------
                                                              $     1,268,139

<PAGE>

NOTE 4.      INTANGIBLE ASSETS

             As  part  of the  purchase  of  Integrated,  the  Company  acquired
             intangibles  assets of $1,803,324.  Of that amount,  $1,300,754 was
             allocated to goodwill and $502,570 was allocated to the purchase of
             a contract  regarding the development and production of an Unmanned
             Surface Vehicle.  The price of the contract is being amortized over
             the five-year  term of the contract.  Amortization  expense for the
             year ended June 30, 2003 totaled $75,386.

             Estimated  amortization  expense  for  the  remaining  life  of the
             contract is as follows:

                           2004             $100,514
                           2005             $100,514
                           2006             $100,514
                           2007             $100,514
                           2008             $ 25,128

             Goodwill is assigned  to specific  reporting  units and is reviewed
             for possible  impairment at least annually or more  frequently upon
             the occurrence of an event or when circumstances  indicate that the
             reporting  carrying amount exceeds its fair value.  During the year
             ended June 30, 2003, the Company  determined the carrying amount of
             net assets  acquired in the purchase of Integrated  exceeded  their
             fair values,  which was  estimated  based upon the present value of
             expected future cash inflows.  Accordingly,  a goodwill  impairment
             loss of $750,000 was  recognized by that  reporting unit during the
             year ended June 30, 2003.

NOTE 5.      WEBSITE DEVELOPMENT  COSTS

             The  Company  had  developed  its  website  for  commercial  use by
             registered  users  in  the  manufacturing   industry.  The  Company
             accounted for the costs incurred in the  development of the website
             pursuant to  Statement  of  Position  98-1.  Costs  incurred in the
             planning  stage of the web site were  expensed as  incurred.  Costs
             incurred in  developing  the  website  including  its  application,
             infrastructure, coding, and graphics, were capitalized.

             In June 2002,  the Company  abandoned  the project and  capitalized
             costs of $218,108 were charged to  operations.  Also charged off to
             operations was the cost of the software license associated with the
             development website amounting to $240,000. Of the $218,108, $98,442
             pertains to accrued  compensation  due the Company's  president and
             $93,740   pertains  to  accrued   compensation  due  the  Company's
             secretary for their services in the development of the software. Of
             the remaining  $25,925,  $11,725 related to services  rendered by a
             consultant who received 9,000 shares of the Company's  common stock
             as  consideration  for these  services  and  $14,200  for  services
             rendered.

NOTE 6 - RELATED PARTY TRANSACTIONS

           During the year, the Company borrowed $50,000 from a third party. The
           loan is evidenced  by a  promissory  note and matured on November 22,
           2002,  when  $65,000  became  fully  due  and  payable.  The  loan is
           convertible  into common  shares of the Company at a rate of $.20 per
           share  issued  for  a  potential   issuance  of  312,500  shares.  In
           connection  with the loan,  the Company is  required to issue  37,500
           shares of its  common  stock.  The  Company  issued  these  shares in
           January 2003 valued at $3,750.  The Company charged accrued  interest
           of $16,250 to operations  during the year. The balance due as of June
           30,  2003 was  $62,500.  The  Company  has not been  able to make any
           payments on the loan and the loan is in default.

           In the purchase of Integrated Maritime, the Company acquired a marine
           vessel  under  a  capital  lease  due a  company  wholly  owned  by a
           shareholder. Both the asset and the lease obligation were recorded at
           $600,000,  the present value of the minimum lease payments during the
           lease  term.   The  lease  was  payable   over  5  years  in  monthly
           installments of $15,208.

<PAGE>

           The  Company  failed  to meet its  obligation  under the terms of the
           lease and the vessel was repossessed.  The Company  recognized a loss
           on the repossession of $12,869 during the year ended June 30, 2003.

           Also in the purchase of Integrated  Maritime,  the Company assumed an
           obligation evidenced by a promissory note that Integrated owed on the
           purchase of its  contract to develop the  Unmanned  Surface  Vehicle.
           Under the  terms of the  obligation,  total  payments  cannot  exceed
           $750,000 and the note matures on April 25, 2005. Upon the maturity of
           the note,  any  remaining  amounts  due under the note are  forgiven.
           However,  during the term of the Note, the Company is required to pay
           the holder  20% of all  amounts  raised and from the profit  received
           under the contract.

           The  obligation  and the related  asset were valued at the  estimated
           present  value of the expected  future  payments over the term of the
           note of $520,512.  In calculating  the present value the Company used
           an interest rate of 8% per annum.  In addition,  the Company  accrued
           interest  on this  obligation  during the year  ended  June 30,  2003
           totaling  $64,935.  During the year the Company  paid $7,558  towards
           this obligation. The balance due at June 30, 2003 was $511,595.

           Pursuant  to the terms  relating to  modified  acquisition  agreement
           between  the  Company  and  Integrated,  the former  officers  of the
           Company agreed to cancel a total of $258,090,  thus leaving a balance
           due  them by the  Company  at June  30,  2003 of  $139,162  which  is
           non-interest bearing, unsecured, and due on demand.

           In addition,  the Company at June 30, 2003 owes other related parties
           a total of $98,069, which is unsecured,  non-interest bearing and due
           on demand.

NOTE 7 - PAYABLE TO OTHERS

         In the  reverse  acquisition  of MPEG on August 6,  2001,  the  Company
         assumed $259,148 of indebtedness a third party. This loan is unsecured,
         non-interest  bearing,  and is due on  demand.  During  the  year,  the
         Company cancelled and exchanged  $150,000 for the issuance of 1,000,000
         shares common stock. As of June 30, 2003 the balance is $109,148.

NOTE 8 - EXTRAORDINARY ITEM

         For the year ended June 30, 2003,  the  extraordinary  item of $326,840
         represent the gain realized on the  extinguishment of debt. The Company
         has not  provided any income tax related to the gain because of its net
         operating loss that is used against this income.

         On June 3,  2002,  the  Company  entered  into a  settlement  agreement
         whereby the license was  cancelled  and the balance owed on the license
         and consulting  fee was settled  through the issuance of 100,000 shares
         of the  Company's  common  stock.  The  settlement  was  subject to the
         successful  merger of the Company with Integrated.  For a period of 180
         days after the  Company's  stock  reaches a closing  price of $1,00 for
         three  consecutive  days,  the Company had the right to repurchase  the
         100,000  shares of common stock at a $1.00 per share The 100,000 shares
         issued were  valued on the date of issuance at their fair market  value
         of $16,293 which were charged against the net balance owed of $194,200.
         The remaining balance of $177,277 was credited to operations.

NOTE 9 - RESEARCH AND DEVELOPMENT

         The Company has entered  into a  licensing  agreement  with  Biological
         Defense  Corporation to  manufacture,  market,  and distribute  Anthrax
         spore  sterilization  equipment.  Under  the  terms  of  the  licensing

<PAGE>

         agreement,  the Company is committed to fund up to $650,000 towards the
         testing costs of the  equipment.  For the years ended June 30, 2003 and
         2002, the Company incurred $310,499 and $15,780  respectively,  towards
         this project. In February of 2003, the Company disposed of this portion
         of the business through an agreement  executed with the former officers
         of the corporation.

NOTE 10 - INCOME TAXES

         Income taxes are  provided  based on earnings  reported  for  financial
         statement purposes pursuant to the provisions of Statement of Financial
         Accounting Standards No. 109 ("FASB 109").

         FASB 109 uses the asset and  liability  method to  account  for  income
         taxes.  That requires  recognizing  deferred tax liabilities and assets
         for the  expected  future tax  consequences  of  temporary  differences
         between  tax  basis  and  financial   reporting  basis  of  assets  and
         liabilities.

         An allowance has been provided for by the Company which reduced the tax
         benefits  accrued by the Company for its net operating  losses to zero,
         as it cannot be determined  when, or if, the tax benefits  derived from
         these  operating  losses will  materialize.  As of June 30,  2003,  the
         Company  has unused  operating  loss  carryforwards,  which may provide
         future tax  benefits in the amount of  approximately  $1,580,000  which
         expire in various years through 2023.


NOTE 11 - MANAGEMENT'S  DISCUSSION ON FUTURE OPERATIONS

         The Company is in the  development  stage and relies upon advances from
         related  parties  and funds  received  through the sale of its stock to
         meet its current operating  requirements.  As shown in the accompanying
         financial  statements,  the Company  incurred a net loss of  $1,237,346
         during the year ended June 30, 2003, and as of that date, the Company's
         current  liabilities  exceeded it current assets by $681,967 and had an
         accumulated deficit of $2,600,242. The Company has earned revenues from
         services   rendered  in  connection   with  the   government   contract
         engineering  services of $252,015  for the year ended June 30, 2003 and
         believes that the government contract will provide sufficient income to
         meet the  monthly  obligations  of  Integrated,  The  Company  plans to
         continue  raising funds through the private sale of its common stock to
         meet its other  operating  costs its  merger  with  Integrated  will be
         successful and profitable.  Further, once available funds are available
         Management  plans to  negotiate  with the certain  creditors of MPEG to
         settle their obligations for either a reduced amount or settle the debt
         through the issuance of the Company's stock.


NOTE 12 - SUBSEQUENT EVENTS

         ISSUANCE OF STOCK
         The Company  issued  2,000,000  shares of common  stock in exchange for
         legal services.

         MERGER
         The  Company  has signed a letter of intent to  acquire an  engineering
         firm called The Radix Group.

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

There  have  been no  disagreements  between  the  company  and its  independent
accountants  on any matter of  accounting  principles  or practices or financial
statement disclosure.

On May 16, 2003 the company elected to change

From the auditing accounting firm of:       Jonathon P. Reuben, C.P.A.
                                            23440 Hawthorne Blvd. Suite 270
                                            Torrance, CA  90505

To the auditing accounting firm of:         Singer, Lewak, Greenbaum & Goldstein
                                            10960 Wilshire Blvd., Suite 1100
                                            Los Angeles, CA 90024

<PAGE>

On September 29, 2003 the company elected to change


From the auditing accounting firm of:       Singer, Lewak, Greenbaum & Goldstein
                                            10960 Wilshire Blvd., Suite 1100
                                            Los Angeles, CA 90024

To the auditing accounting firm of:         Jonathon P. Reuben, C.P.A.
                                            23440 Hawthorne Blvd. Suite 270
                                            Torrance, CA  90505

                                    PART III

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

Directors and Officers
----------------------

The following  information  sets forth the names of our officers and  directors,
their present positions with us, and their biographical information.

Name                           Age              Office(s) Held
----------------------         --------         ------------------------------

Kathleen R. Bright             47               Director and President

Roy A. H. Rainey               49               Director

Roger Janssen                  39               Director

Scott Edwards                  55               Vice President

Monica Langfeldt               34               Treasurer


KATHLEEN R. BRIGHT,  PRESIDENT AND CHIEF EXECUTIVE OFFICER, has over twenty five
years  in  defense  contract  management,   business   development,   managerial
accounting, human resources,  training systems, logistics, and environmental and
security programs.  She holds a Bachelor's in Mathematics from the University of
Washington and a Master's in Business Administration from University of Phoenix.
Ms. Bright served as the President of IMPII for three years. Prior experience in
defense  contract  management  includes  Contract  Administrator  for the  Naval
Undersea  Warfare  Center  (NUWC)   Environmental,   Hazardous  Materials,   and
Industrial Engineering Services Contract ($16m);Trident IR2 Engineering Services
Contract($1.5m); NAVSHIPYD Public Works Department Engineering Services Contract
($5 m); and Planning and  Engineering  for Aircraft  Carriers  Service  Contract
($2.5 m).

ROY RAINEY -  SECRETARY  OF RADIX  MARINE,  BOARD  MEMBER OF RADIX  MARINE,  AND
SECRETARY OF  INTEGRATED  MARITIME  PLATFORMS,  has over twenty years of law and
business experience,  combining an undergraduate degree in Accounting with a law
degree from the University of  Washington.  In addition to maintaining a private
practice, Mr. Rainey served a four year term as Judge of the Bremerton Municipal
Court.  In 1991,  Judge  Rainey  was  recognized  by the  Washington  State  Bar
Association as the outstanding judge in the State of Washington. Roy Rainey will
be responsible for handling all legal and contractual matters.

<PAGE>

ROGER   JANSSEN,   DIRECTOR,   has  over  twenty  years  of  experience  in  the
manufacturing  industry.  For the past fourteen  years he has owned and operated
his  own  business  in  the  greater  Seattle  area.  Specific  clients  include
Microsoft,  Boeing,  Starbucks  Corporation,  Precor, and Eldec. Mr. Janssen has
guided  several  manufacturing  firms  during their start up phase with a strong
focus on procurement excellence.

SCOTT EDWARDS - VICE PRESIDENT OF RADIX MARINE, OPERATIONS MANAGER OF INTEGRATED
MARITIME PLATFORMS. Mr. Edwards has a BS in Naval Science and Architecture, from
Oregon  State  University.  Serves as the  Project  Manager  for the  design and
manufacture of the Challenger Class  multimission  craft. Mr. Edwards has twenty
four years of  commissioned  service in the US Navy and Naval  Reserve  with two
tours in Vietnam.  Specialized in Physical Security and  Antiterrorism  retiring
the 1996 with the rank of Captain.  Mr. Edwards has 15 years experience in small
craft  operation  and  maintenance  and has served as  president  and CEO of two
manufacturing facilities. In concert with Ms. K. Bright, Mr Edwards successfully
pursued and managed a $16 million dollar  Environmental  Services  Contract with
the Naval Underseas Warfare Center, Keyport Division, where he served as Program
Manager. Mr. Edwards brings significant experience in the area of harbor/coastal
security and  antiterrorism  with the US armed  forces.  Mr.  Edwards also bring
significant experience in naval weaponry and waterfront operations.

MONICA  LANGFELDT - TREASURER/CFO  OF RADIX MARINE.  Ms.  Langfeldt's  education
includes  LL.M in Taxation New York  University,  J.D.  Seton Hall  University -
School of Law, and a B.S. in Finance and Economics,  University of Idaho. She is
currently employed by Kaye Scholer, LLP as a litigation attorney. Previously she
worked at  Pricewaterhouse  Coopers and an  International  Senior Tax  Associate
where  she  assisted   clients  in  debt  push-down  and  double-dip   financing
strategies,   structured   inbound   investments  for  foreign  high  net  worth
individuals, and developed strategies for passive foreign investment companies.

Significant Employees
---------------------

The company currently employs nine employees on a part-time, on-call basis.

Committees of the Board Of Directors
------------------------------------

We presently do not have an audit committee,  compensation committee, nominating
committee,  an  executive  committee  of our  board  of  directors,  stock  plan
committee  or any  other  committees.  However,  our  board  of  directors  will
establish various committees during the current fiscal year.

Terms of Office
---------------

Our  directors  are  appointed for a one year term to hold office until the next
annual general  meeting of the holders of our Common Stock or until removed from
office in accordance  with our by-laws.  Our officers are appointed by our board
of directors and hold office until removed by our board of directors.

ITEM 10.  EXECUTIVE COMPENSATION
None of the  officers or  directors  of the  corporation  currently  receive any
compensation for their efforts, either in the form of stock or cash.

Outstanding Stock Options
-------------------------

We have not granted  any stock  options  and do not have any  outstanding  stock
options.  Accordingly,  our  officers  and  directors do not hold any options to
purchase shares of our common stock.

Compensation Of Directors
-------------------------

Our directors do not receive cash  compensation  for their services as directors
or members of committees of the board.

<PAGE>

Employment Agreement
--------------------

An  employment  agreement  for  Kathleen  Bright,  as  President  of  Integrated
Maritime,  is no longer in force as of the date of her  appointment as President
of Radix Marine.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth all individuals  known to beneficially  own 5% or
more of the  Company's  common  stock,  and all  officers  and  directors of the
registrant,  with the amount and percentage of stock  beneficially  owned as per
the Shareholder List as of June 30, 2003.

Name and Address                    Amount and Nature                 Percent
Of Beneficial Holder                of Beneficial Ownership
--------------------                -----------------------

Roger Janssen                       3,612,500 shares                   11.7%
403 Kenrick Place
Burlington, WA  98233

Kathleen Bright                     1,750,000                           5.6%
4105 Kennedy Dr.
Bremerton, WA  98310

Roy Rainey                          1,000,000                           3.2%
1854 Kint Drive
Bremerton, WA  98311

Monica Langfeldt                      250,000                           0.8%
326 E 65th Street #19
New York, NY  10021

Scott Edwards
P.O. Box 207
Keyport, WA   98345                         0                           0%

Security Ownership of Management.
---------------------------------

We are not aware of any arrangement  that might result in a change in control in
the future.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as set forth above,  none of our directors or officers,  nor any proposed
nominee for election as one of our  directors,  nor any person who  beneficially
owns, directly or indirectly, shares carrying more than 10% of the voting rights
attached to our outstanding  shares, nor any of our promoters,  nor any relative
or spouse of any of the foregoing persons has any material  interest,  direct or
indirect,  in any  transaction  since  the date of our  incorporation  or in any
presently  proposed  transaction  which,  in either case, has or will materially
affect us.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
--------

Exhibit 2.1       Agreement and Plan of Merger, dated April 4, 2003 by and among
                  Modern  MFG  Services,   Inc.,  Modern  Acquisition  Co.,  and
                  Integrated Maritime Platforms International, Inc.(1)

Exhibit 3.1       Articles of Incorporation(2)
Exhibit 3.2       Certificate of Amendment of the Articles of Incorporation(2)

<PAGE>

Exhibit 3.2       By-laws(2)

Exhibit 16.1      Letter on Change in Certifying Accountants(3)

Exhibit 21.1      Subsidiaries of the Registrant

Exhibit 99.1 Certifying  Statement of the Chief Executive Officer pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002.

(1)  Incorporated  by reference from our Form 8-K/A filed with the Commission on
June 20, 2003 and our Form 8-K filed with the Commission on April 18, 2003.

(2) Incorporated by reference from our registration statement on Form 10-SB12G/A
filed with the Commission on June 9, 1997 - File No. 000-22027.

(3)  Incorporated  by reference from our Form 8-K/A filed with the Commission on
May 28, 2003 and our Form 8-K/A filed with the Commission on October 10, 2003

Reports on Form 8-K

The  Company  filed a Form  8-K/A on June 20,  2003,  accompanied  by  financial
statements,  pursuant to its Agreement and Plan of Merger dated April 4, 2003 by
and among Modern MFG Services,  Inc.,  Modern  Acquisition  Co., and  Integrated
Maritime Platforms International, Inc.

The  Company  filed a Form  8-K/A  on May 28,  2003,  accompanied  by  financial
statements, pursuant to its Change in Certifying Accountant.

The  Company  filed a Form 8-K/A on April 18,  2003,  accompanied  by  financial
statements, pursuant to (1) its Agreement and Plan of Merger dated April 4, 2003
by and among Modern MFG Services,  Inc., Modern  Acquisition Co., and Integrated
Maritime  Platforms  International,  Inc., and (2) its intent to change its name
from Modern MFG Services, Inc. to Radix Marine, Inc.

The  Company  filed a Form 8-K on  October  4, 2002,  accompanied  by  financial
statements, pursuant to its Change in Certifying Accountant.