UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                           -------------------------

                                   FORM 10-KSB/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                           THE SECURITIES ACT OF 1933

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                           COMMISSION FILE NO. 0-21991

                            -------------------------

                                 MEDIAWORX, INC.
                   (Name of small business issuer in its charter)


          WYOMING                          2750                   98-0152226
          -------                          ----                   ----------
(State or other Jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
 Incorporation or Organization)   Classification Code Number)   ID No.)




                       1895 PRESTON WHITE DRIVE, SUITE 250
                             RESTON, VIRGINIA 20191
                                 (703) 860-6580
(Address and telephone number of principal executive offices and principal place
 of business)



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

Securities  registered  under Section  12(g)of the Exchange  Act:  Common Stock,
$.005 par value

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes [X] or [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were $128,850.

As of March 22, 2004,  there were  7,955,450  shares of the  Registrant's Common
Stock, par value $0.005,  issued and outstanding.  The aggregate market value of
the  Registrant's  voting stock held by  non-affiliates  of the  Registrant  was
approximately  $4.84 million  computed at the last closing price as of March 24,
2004.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one).  Yes [  ] No [X]


<PAGE>


<TABLE>

<CAPTION>


                                 MEDIAWORX, INC.
                  FISCAL YEAR 2003 FORM 10-KSB/A ANNUAL REPORT

                                TABLE OF CONTENTS


<S>                                                                             <C>        <C>
PART I......................................................................................1
Item 1:  Description of Business............................................................1
Item 1a: Risk Factors.......................................................................7
Item 2:  Description of Property...........................................................12
Item 3:  Legal Proceedings.................................................................12
Item 4:  Submission of Matters to a Vote of Security Holders................................1


PART II.....................................................................................1
Item 5:  Market for Common Stock and Related Stockholder Matters............................1
Item 6:  Management's Discussion and Analysis of Financial Condition and  Results
         of Operations......................................................................1
Item 7:  Financial Statements...............................................................4
Item 8:  Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure.........................................................................4
Item 8A: Controls and Procedures............................................................4


PART III....................................................................................1
item 9:  Directors, Executive Officers, Promoters and Control Persons; Compliance with
         Section 16(a) of the Exchange Act..................................................1
Item 10: Executive Compensation.............................................................2
Item 11: Security Ownership of Beneficial Owners and Management.............................4
Item 12: Certain Relationships and Related Transactions.....................................5
Item 13: Exhibits and Reports on Form 8-K...................................................5
Item 14: Principal Accountant Fees and Services.............................................7

</TABLE>








                                       ii



<PAGE>



                                     PART I

Certain information contained in this Form 10-KSB are forward-looking statements
(within the meaning of Section 27A of the  Securities  Act of 1933,  as amended,
and  Section  21E  of  the  Securities   Exchange  Act  of  1934,  as  amended).
Forward-looking statements include, but are not limited to, statements contained
in "Item 1:  Description of Business" and "Item 7:  Management's  Discussion and
Analysis of Financial Condition and Results of Operations" regarding MediaWorx's
business  and   strategies,   products  and   services,   marketing  and  sales,
competition,  employees, financial performance,  revenue and expense levels, and
capital  requirements to fund future  operations and fixed asset needs.  Factors
set forth  that  appear  with the  forward-looking  statements,  or in our other
Securities and Exchange Commission filings,  could affect our actual results and
could cause our actual results to differ  materially from those expressed in any
forward-looking  statements made by, or on behalf of, us in this Form 10-KSB. In
addition to statements  that explicitly  describe such risks and  uncertainties,
readers  are urged to consider  statements  labeled  with the terms  "believes,"
"belief,"  "expects,"  "intends,"  "anticipates"  or "plans" to be uncertain and
forward-looking.  The  forward-looking  statements  contained  herein  are  also
subject generally to other risks and uncertainties  that are described from time
to time in our reports and registration statements filed with the Securities and
Exchange  Commission.  In addition,  prior  financial  performance  and customer
orders are not necessarily indicative of the results that may be expected in the
future and we believe that such comparisons  cannot be relied upon as indicators
of future  performance.  Additionally,  we undertake no  obligation  to publicly
release the results of any revisions to these  forward-looking  statements which
may be made to reflect events or  circumstances  occurring after the date hereof
or to reflect the occurrence of unanticipated events.

ITEM 1: DESCRIPTION OF BUSINESS

INTRODUCTION AND BACKGROUND

We are a media production and management business.  The services that we provide
include  print,  packaging,  signage,  audio/video,  digital  asset  management,
graphic  design,  production  and  fulfillment  for  traditional  and  web-based
marketing  and  communications  products  and  services.  We  also  provide  our
customers with the support and leverage of a strong  customer  service  culture,
in-house pre-press capabilities,  e-business solutions, and a base of production
partners that can fulfill the complexity of any customer order. We are a virtual
printing  company:  we  neither  own nor have our  capital  tied up in  printing
equipment  or  facilities  but we  have  access  to an  established  network  of
technologically  advanced  printers and production  houses.  Our access to these
printers  and  production  houses is based upon our  contacts  with and previous
business  relationships  with these printing and production  houses. Our role is
similar  to a  general  contractor,  in  that we  contract  with  customers  for
specified work, and then we agree with the  appropriate  printing and production
houses to fulfill this contracted work. We do not have any standing contracts or
commitments  with any of these  production  houses,  instead  relying on service
order contracts based upon our needs and their availability and suitability.  We
pay the costs  associated with the work performed by the printing and production
houses.

On July 1, 2003, we completed a reverse  triangular  merger  whereby we acquired
the assets of a subsidiary of Solar Satellite  Communication,  Inc., a print and
cross-media  marketing and management  company.  Effective July 2003, we changed
our name to MediaWorx, Inc. Beginning on July 1, 2003, we began implementing our
business plan and started operations.



                                  PART I-1
<PAGE>


MEDIA PRODUCTION AND MANAGEMENT

We are a single  source  solution for our business  customers.  Our products and
services are designed  with the intent of meeting the needs of our customer (the
print buyer) by customizing the buying experience to each customer's preferences
through:

o    A detailed  customer  service  approach  through  three  levels of customer
     support,   including  the  Sales   Representative,   the  Customer  Service
     Representative, and the Digital Service Representative;
o    Prepress and technical support facilities where current technology has been
     integrated into a seamless system to provide buyers control over the entire
     production process; and
o    Extensive production capabilities through a network of production partners,
     representing every type of production process.

Detailed Customer Service
-------------------------
We have designed our business model and corporate  infrastructure to insure that
our  customers'  needs get top  priority.  With that in mind,  we provide  three
levels of customer support, including:

o    A sales representative as the primary interaction with the customer.  They
     visit customers personally and consult with them to define, strategize, and
     review projects;
o    A customer service  representative is assigned to every customer to provide
     daily interaction with the customer. They oversee every job, provide status
     updates,  assist  in any  problems  that may  arise,  and  insure  that the
     customer is  completely  satisfied  with every job.  The  customer  service
     representative  allows the sales  representatives  the  freedom to focus on
     relationship  management  and  build  new  business  with new and  existing
     customers; and
o    A digital service  representative is assigned to every project. The digital
     service  representative  oversees the technical aspects of each project and
     insures that the project goes to the optimal  print/cross  media production
     partner.  Furthermore the digital service representative provides technical
     support via the telephone or Internet.

On-Site Controlled Pre-Press Operations
---------------------------------------
We built a full-service digital and conventional  Pre-Press Department.  We have
assembled leading technology and equipment, including Apple Macintosh Computers,
high speed  Internet  access to allow "FTP"  transfer  of files,  and the latest
versions of the most popular desktop publishing programs,  such as PhotoShop, In
Design,  and Quark  Express.  The Pre-Press  Department has also become an ADOBE
Systems certified service provider.

The advanced  software and  technology  assembled  have been  integrated  into a
seamless  system to provide  high-end  buyers  complete  control over the entire
production process. All orders first go to our on-site Pre-Press operation. Here
every file is  pre-flighted  and  corrected,  converting it to  production-ready
status.  Each job is optimized  for the  equipment on which it will be produced.
Through a process of profiling  and testing,  automated  scripts are created for
the optimization process. Critical processes such as color calibration and image
resolution  are check on each job,  improving the speed and insuring the quality
of  production.  The file is then  forwarded to the matching  print/cross  media
production facility.

Extensive Production Capabilities
---------------------------------
We work with a nettwork of production  partners,  representing  unlimited annual
production   capacity.   Each  production   partner  passes  through   stringent
requirements  for  quality  control,  capabilities,   technology  adoption,  and
financial  stability.  Production  partners  that have become part of our select
vendor relationship program represent various production processes, including:


                                    PART I-2
<PAGE>

<TABLE>

<S>                                                                             <C>

Printing:
        o        Sheet-fed offset                                o        Web Offset
          >>       1 color, 2 color, 4 color                       >>       Half and Full Web
          >>       Up to 77" full color press                      >>       Cold and Heatset
        o        Digital Printing                                o        Letterpress
          >>       High-speed laser                                >>       Die-Cutting
          >>       Personalization                                 >>       Embossing
          >>       Digital offset                                  >>       Foil Stamping
          >>       Wide-format inkjet
        o        Screen Printing                                 o        Plastic Printing
Coatings:                                                        Mailing and Fulfillment
        o        Aqueous                                         o        List management
        o        Varnishes                                       o        Addressing
        o        UV                                              o        Pick n pack
        o        Lamination

Bindery and Finishing
        o        Automatic insertion equipment                   o        Perfect binding
        o        Embossing & foil stamping                       o        Saddle stitching up to 96 pages & cover
        o        Folding (maps, double-gate, tri, etc)           o        Binding:
        o        Fulfillment & custom handwork                     >>       GBC plastic comb
        o        In line gluing                                    >>       Spiral binding
                                                                   >>       Wire-o binding

Specialty Services:                                              Packaging:
        o        Remoistable Glue                                o        Promotional & product boxes
        o        Scratch-offs                                    o        CD holders
        o        Label-roll / sheet / singles                    o        VHS sleeves

Multi-Media                                                      Point of Purchase Materials:
        o        CD production & duplication                     o        POP  displays with mounted easels
        o        Video production & duplication                  o        Door & mirror hangers
        o        Web-site development                            o        Coupon pads
        o        Email newsletters & broadcasts                  o        Posters - various mounting & laminating
        o        Cross media publishing, Internet                o        Vinyl & styrene banners
                                                                 o        Shelf talkers & danglers
Digital Asset Management:
        o        Storage & Archiving
        o        Print-on-demand
        o        Data base personalization

</TABLE>

Through our extensive network, customers' projects are matched to the production
house that can best meet their job  specifications and any other requirements or
corporate goals. Should multiple vendors be required,  we have the capability to
interact  with  each  vendor  and yet be a  single  source  of  contact  for the
customer.



                                    PART I-3
<PAGE>



Benefits of MediaWorx's Services
--------------------------------
Some of the benefits we can provide to customers include:
o    SINGLE SOURCING:  Customers need only to interact with us. We outsource all
     creative  and  manufacturing  work,  matching  the job  specifications  and
     customer  requirements with the vendor best suited to complete the project,
     taking into account quality, efficiency and cost. Products which buyers may
     be procuring  from multiple  vendors  nationwide can be  consolidated  to a
     single manufacturer ensuring volume pricing and consistency.
o    CONVENIENT  ORDER  PLACEMENT:  Customers  place  orders  and  requests  for
     estimate any time, 24 x 7, through their choice of telephone,  fax,  email,
     or the web browser.  Orders for more complex  projects,  such as full-color
     catalogs  and  direct  mail  campaigns,  can be  handled  in  person by the
     customer's sales representative or customer service  representative,  if so
     desired.
o    ACCURATE  FULFILLMENT:  Customers  can access their  corporate  information
     online  through  a  color  consistent  and  dimensionally  accurate  screen
     rendering. Customers can order their products from their own digital online
     catalog, thus reducing errors associated with data reentry, typesetting and
     the use of outdated document versions.
o    CONTROL OVER PRODUCTION:  Online order entry and job tracking system allows
     customers to set milestones and track  progress.  Changes in job status are
     posted by and communicated to all constituent team members.
o    INTERNAL FINANCIAL CONTROLS: Our job tracking system allows the customer to
     define approval levels and financial limits. Furthermore,  the customer has
     the capacity to monitor spending,  including who is spending, how much they
     are spending, and what products are being purchased.
o    SCALABILITY:  Our tracking systems and controls can scale to a large number
     of new employees and new products.  It has the ability to handle  unlimited
     order volume without compromising system integrity and performance.
o    MAINTENANCE  OF  HISTORY:  We  provide  a central  point  for the  storage,
     categorization  and retrieval of a customer's  corporate  documents and all
     related digital assets.  This both speeds up and simplifies the preparation
     and ordering of follow-on materials.
o    COST  SAVINGS:   Through  the   efficiencies   gained  by  automation   and
     aggregation,  we are  able  to pass  additional  savings  on to  customers.
     Furthermore,  by streamlining the order and fulfillment process,  customers
     are typically able to realize internal cost reductions.

In  addition  to the  benefits  provided to  customers,  we provide  significant
advantages  to our  commercial  production  partners.  Some  of  these  benefits
include:
     o    STREAMLINED MANUFACTURING:  We eliminate pre-press manufacturing steps
          by providing  commercial print partners with print-ready  files routed
          directly to their printing systems.
     o    REDUCTION  OF  ERRORS:  Our  systems  allow   significantly   improved
          communications  among all the  participants  in the print order.  This
          improved  interaction  and the  ability  to send  markups  and  proofs
          online, helps to eliminate errors.
     o    INCREASED  CAPACITY  UTILIZATION:  Vendors receive only those projects
          best suited to their own plants and  equipment.  Thus they are able to
          improve the utilization of that equipment.
     o    INCREASED  SALES  PRODUCTIVITY:  We allow our print partners access to
          new customers and markets. If they choose, printers can reduce selling
          and marketing costs while extending their reach.



                                    PART I-4
<PAGE>

     o    FOCUS  ON  CORE  COMPETENCIES:  The  typical  printer  is  focused  on
          manufacturing.  We allow printers to off-load  their most  inefficient
          processes:  marketing,  customer  service,   telecommunications,   and
          technical  support.  They are able to focus on their core  competency:
          printing.
     o    COST SAVINGS: Printers are relieved of the costs associated with sales
          & marketing, customer service, and telecommunications. Furthermore, by
          eliminating the pre-press process and reducing errors,  print partners
          are able to realize significant cost savings.


CUSTOMERS AND MARKETS

Marketing   and   promotional   materials  are  employed   throughout   business
organizations   today.  The  U.S.   commercial   printing  industry,   excluding
publishing, is $110 billion, and is over $365 billion worldwide. We believe that
when  one  also  includes   multi-media   communications,   including  web-based
materials, the size of the market is significantly expanded.

Our target customers are mid- to large-size  organizations  who spend $50,000 to
over $10 million per year on printing and cross media products. In our first six
months of business, we provided our services to thirty three customers: 67% were
commercial companies,  15% were advertising agencies, and the remaining 18% were
non-profit organizations,  including associations,  government institutions, and
educational institutions. Through the first six months of 2004, we have provided
our services to 65 customers,  adding mostly  agencies and commercial  accounts.
The new  customers are 57%  commercial,  25% agencies,  and 18%  associations  /
government/educational institutions.

We intend to leverage  our  customer  service  approach to build solid  personal
relationships  and  develop  strong name brand  recognition.  We  currently  are
operating in and have developed customer bases in the New York City metropolitan
area,  Washington  D.C.  metropolitan  area, and in  Philadelphia,  Scranton and
Wilkes-Barre areas in Pennsylvania. We intend to expand on a geographical basis,
targeting major  metropolitan  areas  nationwide.  We will further our expansion
into specific vertical markets, using those same customer relationships to build
brand awareness with new potential customers within the same vertical market.

We  recognize  that print and media  buying  encompasses  a strong  relationship
aspect  between the provider and the  Customer.  Our business  model is built on
providing  our sales  representatives  with the support and leverage of a strong
customer service culture, in-house pre-press capabilities, e-business solutions,
and a base of  production  partners  that  can  fulfill  the  complexity  of any
Customer  order.  We are a virtual  printing  company:  we neither  own nor have
capital  tied up in  printing  equipment  or  facilities  but have  access to an
established network of the most capable,  technologically  advanced printers and
production houses. Our Customer's benefit by getting superior customer service -
an end-to-end,  single source solution from design and pre-press,  to production
by the most cost-effective and time efficient printer,  through distribution and
digital asset management.

MARKETING AND SALES STRATEGY

Our sales and marketing strategy is centered around the concept of high customer
touch. Our overall approach is to combine the best of old fashioned hand holding
with proprietary customer relationship management technology.  We understand the
print buyer  needs and have  developed  an  integrated  system to support  those
needs.  We feel that the  importance  of the personal  relationship  side of the
business will increase with technological adoption.



                                    PART I-5
<PAGE>


Our sales and marketing strategy includes the following elements:

Build an aggressive direct sales force
--------------------------------------
Experienced,  knowledgeable, regional sales representatives with strong printing
or related industry  backgrounds will enable us to build long-term  consultative
relationships with our clients and prospects. We plan to focus on recruiting two
types of sales people:
     o    Top  producing  printing  sales people who can bring with them a major
          book of business from existing customer relationships.
     o    Top producing  sales people in related  industries.  They will also be
          able to  bring  with  them  strong  customer  relationships,  as their
          customers  will  most  likely  be the same  people  who buy  printing.
          However  the  sales  representatives  will have to be  trained  in the
          specifics of commercial print marketing and production.

Build a strong customer support team
------------------------------------
We are building an  infrastructure  with customer  service  representatives  and
digital service  representatives  to provide continued  intensive support to our
customers.   This  structure  allows  the  sales  representatives  to  focus  on
generating sales leads,  developing strong relationships,  and closing sales. In
the last twelve months,  we have hired six sales  representatives,  two customer
service representatives, and on digital service representative.

Pursue a focused business to business strategy
----------------------------------------------
We are focusing our sales efforts on mid-market and large  customers with annual
printing  needs of $50,000 to $10 million.  In our first six months of business,
we provided our services to 33  customers.  In the first six months of 2004,  we
have provided our services to 65 customers.

It is our intention to use existing customer  relationships to further penetrate
vertical  markets.  By demonstrating  strong customer  service,  we hope to gain
additional customers.  Additionally we intend to attend association and industry
meetings and distribute case studies and promotional literature.

Expand into geographical areas with strong demographics, on a concentric basis
------------------------------------------------------------------------------
We currently  operate in and have  developed  customer  bases in the three major
metropolitan areas: New York City, Washington D.C. and Philadelphia,  as well as
the Scranton and Wilkes-Barre areas in Pennsylvania.  We intend on extending the
geographic  presence of our sales  force to acquire  customers  in new  markets.
Initially,  top producers will be hired in desirable  metropolitan markets. Once
we have  developed a  significant  customer  base in the area, an office will be
opened with the requisite infrastructure to support the business. Alternatively,
we may  consider  entering  into  strategic  mergers in  desirable  metropolitan
markets.

Build brand name recognition
----------------------------
We are pursuing marketing programs to promote our brand name and reputation as a
leading  e-printer.  These  programs  include  trade  shows,  public  relations,
seminars,  distribution of marketing materials,  and other activities focused on
gaining industry visibility.  Our highest profile effort to build our brand will
be through our strategic partnerships. These affiliations will manifest in trade
publication advertisements, seminars, conferences and promotional videos.



                                    PART I-6
<PAGE>


COMPETITION

The market for business materials is very competitive. We primarily compete with
local and regional commercial printers, which are either independent or owned by
print  industry  consolidators,  and with print brokers or other  Internet-based
print providers. The U.S. commercial printing industry, excluding publishing, is
$110  billion,  and is over $365  billion  worldwide.  This  large  and  growing
industry  has  faced  considerable  change  driven  by growth of the Web and new
e-business  tools,  and rapidly  changing  hard asset  technology.  There are an
estimated 58,000 local and regional  printers,  60,000 related creative concerns
such as advertising  agencies,  graphic  design firms,  publishers and corporate
design   groups,   13,000  print   brokers,   and   thousands  of   print-buying
organizations.  These printers aggressively compete for business printing orders
in the markets they serve.

Traditional  commercial  printers  often have long standing  relationships  with
customers.  We face challenges in convincing  prospective  customers to consider
alternatives to their traditional printer. Commercial printers primarily compete
on product  pricing,  product and service  quality and, to a lesser  extent,  on
innovation in printing technologies and techniques. To attract new customers and
retain our  existing  customers,  we must  effectively  compete in each of these
areas.

We also  face  direct  competition  from  printing  services  brokers  who offer
customers a  relatively  wide  variety of products  and services and are able to
obtain  favorable  pricing for their customers by soliciting bids from a variety
of printers.  Like local and regional printers,  printing services brokers often
have long standing customer relationships.

We also face competition from other Internet-based companies that offer business
printing  services,  as well as others  that may  develop  such  services in the
future.  Potential  developers  of competing  electronic  commerce  services may
include consumer printing service providers, office service providers, equipment
manufacturers and financial printers and publishers.

EMPLOYEES

As of March 2,  MediaWorx has nine  non-union  employees,  including  five sales
representatives,  a customer service manager, a digital service manager, and two
executives. We consider our relations with our employees to be good.


ITEM 1A: RISK FACTORS

WE HAVE A LIMITED  HISTORY AND HAVE  EXPERIENCED  LOSSES,  WHICH MAY  NEGATIVELY
IMPACT OUR ABILITY TO ACHIEVE OUR BUSINESS OBJECTIVES.

We had a net loss for the year ended December 31, 2003 of $837,119,  compared to
net income of $250,638 for the year ended December 31, 2002. We started business
as  MediaWorx  in July 2003.  Such  limited  operating  history and the emerging
nature of the  market  in which we  compete  make it  difficult  to  assess  the
Company's  prospects or predict future operating  results.  The Company's recent
revenue  growth is not an  indication  of the  Company's  future rate of revenue
growth.  The  Company's  prospects  are  subject to the risks and  uncertainties
frequently  encountered  in  the  establishment  of a new  business  enterprise.
Revenues and profits, if any, will depend on various factors,  including whether
we will be able  to  continue  expansion  of  revenue.  We may not  achieve  our
business  objectives and the failure to achieve such goals would have an adverse
impact on us.



                                    PART I-7
<PAGE>


QUARTERLY RESULTS ARE DIFFICULT TO PREDICT AND LIKELY TO FLUCTUATE.

We  compete in the  general  commercial  printing  and media  sector,  where the
business is  characterized  by  individual  orders from  customers  for specific
printing/media  projects rather than long-term  contracts.  Continued engagement
for  successive  jobs depends on the customers'  satisfaction  with the services
provided.  As a result,  the number,  size, and  profitability of printing/media
jobs in a given period is difficult to predict.  Moreover,  because of our short
operating history, period-to-period comparisons of operating results are neither
necessarily meaningful nor an indication of future performance.

OUR  INDEPENDENT   REGISTERED   PUBLIC  ACCOUNTING  FIRM  HAS  STATED  THERE  IS
SUBSTANTIAL  DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING  CONCERN,  WHICH MAY
HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated February 19, 2004 on our consolidated financial statements
as of and for the year ended  December  31,  2003,  our  independent  registered
public  accounting  firm  stated that our  recurring  losses and our net capital
deficiency as of December 31, 2003 raised substantial doubt about our ability to
continue  as a going  concern.  We have  incurred  losses  since  emerging  from
bankruptcy in 2000. Since December 31, 2003, we have continued to experience net
operating  losses.  Our ability to continue as a going concern is subject to our
ability to  generate a profit  and/or  obtain  necessary  funding  from  outside
sources, including obtaining additional funding from the sale of our securities,
increasing   sales  or  obtaining  loans  and  grants  from  various   financial
institutions   where   possible.   Our  continued   net  operating   losses  and
stockholders' deficiency increase the difficulty in meeting such goals and there
can be no assurances that such methods will prove successful.

TO OBTAIN NEW CUSTOMERS,  WE MUST OVERCOME  LONG-STANDING CUSTOMER RELATIONSHIPS
AND LONG SALES CYCLES; FAILURE TO OBTAIN NEW CUSTOMERS COULD RESULT IN INCREASED
EXPENSES AND OPERATING LOSSES.

Many of the potential  customers that we pursue through the direct sales process
have long-standing  business relationships and personal ties with their existing
printers,  which  they  are  reluctant  to  disrupt.  To  successfully  sell our
products,  we generally must educate potential customers on the use and benefits
of our services, which can require significant time and resources. Consequently,
we must incur  substantial  expenses  in  acquiring  new  customers.  The period
between  initial  contact  and the  purchase  of our  products is often long and
subject  to  delays   associated  with  the  lengthy  approval  and  competitive
evaluation  processes that typically  accompany a customer's  decision to change
its  outsourcing  relationships.  For typical  customers,  the sales cycle takes
between  two to twelve  weeks,  but for  large  customers,  the sales  cycle may
require more than one year. Furthermore,  a substantial majority of revenue will
be derived from customers  that we obtain  through  hiring of high-volume  sales
representatives  and  acquisitions  of print brokers.  There can be no assurance
that acquired  customers  will  transfer all of their  business to us. If we are
unable to obtain new  customers,  it could  result in  increased  operating  and
marketing expenses and operating losses.

IF WE ARE UNABLE TO COMPETE  SUCCESSFULLY AGAINST TRADITIONAL AND NEW PLAYERS IN
THE INDUSTRY, OUR BUSINESS MAY NOT SUCCEED.

The  printing/cross   media  publishing   industry  is  intensely   competitive.
Competitors  vary in size and in the  scope  and  breadth  of the  products  and
services offered.  We compete  primarily with local and regional vendors,  which
are  either  independent  or  owned by print  industry  consolidators.  The U.S.
commercial  printing industry is highly  fragmented,  with over 31,000 local and



                                    PART I-8
<PAGE>

regional  commercial  printers  operating  nationwide.  These local and regional
printers typically have significant excess production capacity.  Therefore, they
compete aggressively for business printing orders in the markets they serve.

Traditional  commercial  printers often have  long-standing  relationships  with
customers.  We face substantial  challenges in convincing businesses to consider
alternatives to their traditional printers. In addition, printers typically have
extensive  local sales forces that regularly  canvass and solicit  businesses in
the areas they serve.  Commercial printers compete primarily on product pricing,
product and service  quality and, to a lesser extent,  on innovation in printing
technologies  and  techniques.  To attract new customers and retain our existing
customers, we must compete effectively in each of these areas.

We also face substantial  competition from printing  services  brokers-companies
that contract with  businesses  to select and procure  printing  services from a
variety of  printers.  Brokers  are able to offer  customers a  relatively  wide
variety of products and services, and are often able to obtain favorable pricing
for their  customers by soliciting  bids from a variety of printers.  Like local
and  regional  printers,  printing  services  brokers  often have  long-standing
customer relationships and extensive local direct sales forces.

MANY OF OUR  COMPETITORS  ARE  LARGER  AND  HAVE  GREATER  FINANCIAL  AND  OTHER
RESOURCES  THAN WE DO AND THOSE  ADVANTAGES  COULD MAKE IT  DIFFICULT  FOR US TO
COMPETE WITH THEM.

The media  production  industry is extremely  competitive  and includes  several
companies which have achieved  substantially  greater market share than we have,
have  longer  operating   histories,   have  larger  customer  bases,  and  have
substantially greater financial, development and marketing resources than we do.
If overall  demand for our products  should  decrease it could have a materially
adverse affect on our operating results.

TECHNOLOGY  DEVELOPMENTS  COULD REDUCE THE DEMAND FOR OUR SERVICES OR RENDER OUR
PRODUCTS OBSOLETE AND UNMARKETABLE.

In recent years, the market for business  materials has experienced  significant
changes  due to advances in computer  and  communication  technologies.  Certain
products that were once commercially  printed are now generated on computers and
disseminated  in a digital or  electronic  format rather than in a paper format.
Although  we have  anticipated  the  trend  to  cross-media  publishing,  adding
partners in CD, video, and website  production,  there can be no assurances that
other technology developments will not have an adverse effect on our business.

To be  successful,  we must  offer  products  and  services  that keep pace with
technological   developments  and  emerging  industry  standards,   address  the
ever-changing and increasingly  sophisticated needs of our customers and achieve
broad market  acceptance.  In our efforts to develop these types of products and
services, we may:

     o    be unable to cost-effectively or in a timely manner develop, market or
          sell these products and services;
     o    encounter  products,  capabilities or technologies  developed by other
          companies or entities  that render our products and services  obsolete
          or  noncompetitive,  or that  shorten the life cycles of our  existing
          products and services; or
     o    experience  difficulties  that could delay or prevent  the  successful
          development,  introduction,  and  adoption of these new  products  and
          services.


                                    PART I-9
<PAGE>


WE ARE  DEPENDENT  ON  MANAGEMENT.  IF WE ARE NOT ABLE TO ATTRACT AND RETAIN KEY
EMPLOYEES, OUR BUSINESS OPERATIONS WILL BE HARMED.

We are dependent on the expertise and experience of our officers, directors, key
staff, and sales  representatives.  The  implementation  of our business plan is
dependent  on our  ability  to  attract  and  retain  additional  quality  sales
represtantives.  The loss of any of our current  employees  or the  inability to
attract and retain new  employees  in the future  would have a material  adverse
effect on our business.

IF WE ARE UNABLE TO OBTAIN  ADDITIONAL  FUNDING OUR BUSINESS  OPERATIONS WILL BE
HARMED AND IF WE DO OBTAIN ADDITIONAL  FINANCING OUR THEN EXISTING  SHAREHOLDERS
MAY SUFFER SUBSTANTIAL DILUTION.

We will require  additional  funds to sustain and expand our sales and marketing
activities.  We anticipate that we will require up to approximately $1.0 million
to fund our  continued  operations  for the next  twelve  months,  depending  on
revenue from  operations.  Additional  capital  will be required to  effectively
support the operations and to otherwise implement our overall business strategy.
There can be no  assurance  that  financing  will be  available in amounts or on
terms acceptable to us, if at all.

In 2003,  we  engaged an  offshore  licensed  brokerage  firm to raise on a best
efforts basis from $1.5 million to $3.0 million,  depending on market price, for
11,000,000  of our common  stock.  The shares are being  offered  pursuant to an
exemption  from  registration  afforded by Regulation S to the Securities Act of
1933.  Shares sold pursuant to Regulation S are deemed restricted and may not be
sold to any U.S. Person (as that term is defined in the Regulation) for a period
of one (1) year from date of sale.  In 2003,  we  received  a total of  $634,080
through  the  offshore  offering.  We  anticipate  continued  funding  from  the
Regulation S Offering.

In February, 2004, we entered into an equity line of credit with Cornell Capital
Partners, L.P. Pursuant to the equity line of credit, we may, at our discretion,
periodically sell to Cornell Capital Partners shares of common stock for a total
purchase  price of up to  $5,000,000.  Our  financing  needs are  expected to be
substantially  provided  from the equity line of credit.  No  assurances  can be
given that such financing will be available in sufficient amounts or at all when
needed,  in part,  because we are limited to a maximum  draw down of $53,000 per
advance.  If we need to draw down more that we are allowed under the equity line
of credit, we may require additional funds to continue operations.

The inability to obtain additional capital will restrict our ability to grow and
may reduce our  ability to continue to conduct  business  operations.  If we are
unable to obtain additional financing, we will likely be required to curtail our
marketing  and  development  plans  and  possibly  cease  our  operations.   Any
additional  equity  financing  may  involve  substantial  dilution  to our  then
existing shareholders.

OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OWN A CONTROLLING INTEREST IN
OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT.

Our officers and directors beneficially own approximately 86% of our outstanding
common stock. As a result, these officers and directors,  acting together,  will
have  the  ability  to  control  substantially  all  matters  submitted  to  our
stockholders for approval, including:
     o    election of our board of directors;
     o    removal of any of our directors;
     o    amendment of our certificate of incorporation or bylaws; and
     o    adoption of  measures  that could delay or prevent a change in control
          or impede a merger,  takeover, or other business combination involving
          us.



                                   PART I-10
<PAGE>


As a result of their  ownership  and  positions,  our  directors  and  executive
officers  collectively are able to influence all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive  officers,  or the prospect of these sales, could
adversely  affect  the  market  price of our common  stock.  Management's  stock
ownership  may  discourage  a potential  acquirer  from making a tender offer or
otherwise  attempting  to obtain  control of us,  which in turn could reduce our
stock price or prevent our stockholders  from realizing a premium over our stock
price.

COMMON STOCK ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET.

As of March 22,  2004,  we had  7,955,450  shares of our Common Stock issued and
outstanding of which we believe 7,050,242 shares to be restricted  shares.  Rule
144 provides,  in essence,  that a person holding "restricted  securities" for a
period of one year may sell  only an  amount  every  three  months  equal to the
greater of (a) one percent of a company's  issued and outstanding  shares or (b)
the average weekly volume of sales during the four calendar weeks  preceding the
sale.  The  amount  of  "restricted  securities"  which a  person  who is not an
affiliate of our company may sell is not so limited,  since  non-affiliates  may
sell  without  volume  limitation  their  shares  held for two years if there is
adequate current public information available concerning our company. In such an
event,  "restricted  securities"  would be eligible for sale to the public at an
earlier  date.  The sale in the public market of such shares of common stock may
adversely affect prevailing market prices of our common stock.

OUR  COMMON  STOCK IS  SUBJECT  TO THE  "PENNY  STOCK"  RULES OF THE SEC AND THE
TRADING MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAKES  TRANSACTIONS  IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission (the "Commission") has adopted Rule 15g-9
which  establishes the definition of a "penny stock," for the purposes  relevant
to us, as any  equity  security  that has a market  price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:
o    that a broker or dealer  approve a person's  account  for  transactions  in
     penny stocks; and
o    the broker or dealer  receive from the investor a written  agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:
o    obtain financial  information and investment  experience  objectives of the
     person; and
o    make a reasonable  determination  that the transactions in penny stocks are
     suitable  for that  person  and the  person has  sufficient  knowledge  and
     experience in financial  matters to be capable of  evaluating  the risks of
     transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:
o    sets  forth the basis on which the  broker or dealer  made the  suitability
     determination; and
o    that the broker or dealer  received a signed,  written  agreement  from the
     investor prior to the transaction.

Generally,  brokers may be less willing to execute  transactions  in  securities
subject  to the  "penny  stock"  rules.  This  may  make it more  difficult  for
investors to dispose of our common stock and cause a decline in the market value
of our stock.


                                   PART I-11
<PAGE>


Disclosure  also has to be made about the risks of  investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative,  current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock  transactions.  Finally,  monthly  statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.


ITEM 2: DESCRIPTION OF PROPERTY

MediaWorx's  rents 3,849 sq. ft of office  space at 1895  Preston  White  Drive,
Suite 250, Reston,  Virginia 20191 for its corporate  headquarters.  The rent is
month to month.

In November  2003,  the Company  entered in a lease  agreement for a 216 sq. ft.
office in  Pittston,  Pennsylvania  for $190 per  month.  The lease  expires  on
November 30, 2004.

ITEM 3: LEGAL PROCEEDINGS

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceedings  or claims  that we believe  will have,
individually  or in the  aggregate,  a material  adverse affect on our business,
financial condition or operating results.

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

Four items were submitted to a vote of security  holders at a Special Meeting of
Shareholders  held June 24,  2003.  The  following  items were  approved at this
meeting:
     1.   A 100 to 1 reverse stock split;
     2.   The reverse triangular merger previously described;
     3.   A name change of the Company to MediaWorx, Inc.; and
     4.   Election of Linda A.  Broenniman and Edward G. Broenniman to the Board
          of Directors of the Company.






                                   PART I-12
<PAGE>




                                   PART II - 5
                                     PART II

ITEM 5: MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MediaWorx's  Common Stock,  $0.005 par value, is quoted on the  over-the-counter
bulletin board,  under the trading symbol "MEWX". The following table sets forth
the range of the high and low bid prices per share of Common  Stock as  reported
by the National  Association  of Securities  Dealers during each quarter for the
two years ended December 31, 2003 and 2003, respectively. Such quotations do not
necessarily reflect actual transactions:

                                                 Bid Price
                                      ---------------------------------
             Quarter Ended                 High               Low
             ---------------------    ---------------     -------------

             December 31, 2003                 $3.00             $2.05
             September 30,2003                 $3.90             $2.02
             June 30, 2003 **                  $3.00             $0.01
             March 31, 2003                    $0.05             $0.01

             December 31, 2002                 $0.05             $0.00
             September 30, 2002                $0.01             $0.01
             June 30, 2002                     $0.01             $0.01
             March 31, 2002                    $0.02             $0.01

                  ** 1:100 stock split June 25, 2003

There were  approximately  668 record holders of the Common Stock as of December
31, 2003.

MediaWorx has not declared any cash  dividends to date and does not expect to do
so in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS
OF OPERATIONS

Some of the information in this Form 10-KSB contains forward-looking  statements
that  involve  substantial  risks  and  uncertainties.  You can  identify  these
statements  by   forward-looking   words  such  as  "may,"   "will,"   "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements  that contain these words carefully  because they:
o    discuss our future expectations;
o    contain projections of our future results of operations or of our financial
     condition; and
o    state other "forward-looking" information.

We believe it is important to communicate our expectations.  However,  there may
be events in the future that we are not able to accurately predict or over which
we have no control.  Our actual  results and the timing of certain  events could
differ materially from those anticipated in these forward-looking  statements as
a result of certain  factors,  including  those set forth under "Risk  Factors,"
"Business," and elsewhere in this prospectus. See "Risk Factors."

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial statements and notes thereto which appear elsewhere in this report.



                                   PART II-1
<PAGE>


GENERAL

We are a media production and management business.  The services that we provide
include print, audio/video, digital asset management, graphic design, production
and  fulfillment  for  traditional  and web-based  marketing and  communications
products  and  services.  We also  provide  our  customers  with the support and
leverage of a strong customer service culture,  in-house pre-press capabilities,
e-business  solutions,  and a base of  production  partners that can fulfill the
complexity of any customer order. We are a virtual printing  company- we neither
own nor have our capital tied up in printing equipment or facilities but we work
with an established network of technologically  advanced printers and production
houses.

RESULTS OF OPERATIONS

We began  operations as MediaWorx on July 1, 2003.  For the first several months
we largely focused on putting the financing and the  infrastructure  in place to
support sales growth. The following key elements were put in place:

o    The vendor relationship program
     We  designed  and  implemented  a  careful   selection  process  to  insure
     capability, quality, financial stability, and trustworthiness from each and
     every  vendor.  We  identified  and  contracted  with a  network  of select
     printers  and  media  production   partners  with  specific   capabilities,
     equipment and technology that can be matched with any customer project.

o    The enterprise-wide management system
     We selected and implemented an enterprise-wide  management system.  Further
     customization is anticipated in 2004.  This system allows us to efficiently
     handle all transactions.  It is expected therefore, that we will be able to
     add significant growth without increasing our internal costs.

We believe this focus has resulted in a strong base to support our expansion. We
have  initiated  the  building  of an  experienced,  direct  sales force and are
concentrating  our recruiting  efforts on sales  representatives  who have solid
relationships  with mid- to large-size  organizations  who spend $50,000 to over
$10 million per year on printing and other media products.

REVENUES AND GROSS MARGINS

We had sales of $128,850 in 2003 and gross margin of $31,565, 24.5% of sales. We
had no sales in 2002.  Sales were generated from 33 different  customers  during
the fiscal year ended 2003.  This increase in sales is a result of our sales and
operations  beginning in July 2003. Prior to that period, we were not conducting
any operations.

Consistent with our business  strategy to hire sales  representatives,  we hired
four sales  representatives  in  November-December  of 2003.  We currently  have
letters of intent  with two  additional  sales  representatives  and  anticipate
bringing these individuals on board in the first and second quarters of 2004.







                                   PART II-2
<PAGE>



OPERATING EXPENSES

Operating expenses were $558,583 compared to $189,586 for 2002.

2003  operating  expenses  included  $112,726 for sales and  marketing  expense,
$44,105 for printing services (pre-press  department),  and $401,752 for general
and   administrative   costs.   Approximately   $45,000  of  the   general   and
administrative costs were associated with the merger transaction.  Our operating
expenses increased  significantly  during the fiscal year ended 2003 as a result
of our beginning  operations in July 2003.  These additional  expenses  included
additional  salary for employees and  developing  infrastructure  to support our
operations.

OTHER EXPENSES

Other expenses were ($310,101) in 2003. In 2002, the Company had other income of
$440,234,  primarily due to a gain on the  forgiveness of debt and a gain on the
settlement of a lawsuit.  In 2003, we had a $947,637 gain on the  forgiveness of
debt and miscellaneous income of $8,745.  However,  this was more than offset by
costs of the merger ($1,190,583), a loss on marketable securities ($14,331), and
interest expense ($61,766).

LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2003,  we had a cash balance of $101,807.  The Company  requires
additional  capital to continue  operations.  There is no assurance that capital
will be available or will be available on terms that we can afford.

We engaged an offshore licensed  brokerage firm to raise on a best efforts basis
from $1.5 million to $3.0 million,  depending on market price, for 11,000,000 of
our common stock.  During 2003, we completed a placement of 1,794,953  shares of
common stock with investors located outside of the United States in exchange for
$634,080.  The shares were offered  pursuant to an exemption  from  registration
afforded by Regulation S to the Securities Act of 1933.  Shares sold pursuant to
Regulation S are deemed  restricted  and may not be sold to any U.S.  Person (as
that term is defined in the  Regulation)  for a period of one (1) year from date
of sale. Thereafter, the shares will be subject to the restrictions of Rule 144.

In February 2004, we entered into an equity line of credit with Cornell  Capital
Partners, L.P. Pursuant to the equity line of credit, we may, at our discretion,
periodically sell to Cornell Capital Partners shares of common stock for a total
purchase  price of up to  $5,000,000.  For each share of common stock  purchased
under the equity line of credit,  Cornell  Capital  Partners will pay 95% of the
bid price on the  Over-the-Counter  Bulletin Board or other principal  market on
which our common  stock is traded for the five days  immediately  following  the
notice date.  The bid price is defined as the closing bid price,  as reported by
Bloomberg  L.P.,  of the common stock on the  principal  market or if the common
stock is not traded on a principal  market,  the highest  reported  bid price as
furnished  by the National  Association  of  Securities  Dealers,  Inc.  Cornell
Capital  Partners may not own more than 9.9% of our outstanding  common stock at
any time.  Although  Cornell  Capital  Partners can repeatedly  acquire and sell
shares,  the 9.9%  limitation  may  hinder  or delay  our  ability  to draw down
additional  advances if such advance would cause Cornell Capital Partners to own
more than 9.9% of our outstanding  common stock.  Cornell Capital  Partners is a
private limited  partnership whose business operations are conducted through its
general partner,  Yorkville Advisors, LLC. We also gave Cornell Capital Partners
a compensation  debenture in the amount of $240,000 upon execution of the equity
line of credit. Further, we have agreed to pay Cornell Capital Partners, L.P. 5%



                                   PART II-3
<PAGE>


of the proceeds that we receive under the Equity Line of Credit. In addition, we
engaged Newbridge Securities Corporation, a registered broker-dealer,  to advise
us in connection  with the equity line of credit.  For its  services,  Newbridge
Securities Corporation received 4,762 shares of our common stock.

In order to continue to facilitate our capital  requirements,  in agreement with
Private Investors' Equity, LLC, the interest payments for the months August 2003
through  August 2004 will be  capitalized.  The new  principal  balance  will be
approximately $612,000.

INFLATION AND REGULATION

Our  operations  have not  been,  and in the near term are not  expected  to be,
materially  affected by inflation or changing prices.  We encounter  competition
from a variety of companies in our markets.  Many of these  companies  have long
standing  customer  relationships  and are  well-staffed  and well financed.  We
believe that  competition  is based on customer  satisfaction  and production of
quality products and services, although the ability,  reputation, and support of
management are also significant.  We do not believe that any recently enacted or
presently  pending  proposed  legislation will have a material adverse effect on
our operations.


ITEM 7: FINANCIAL STATEMENTS

The financial  statements of the Company as of and for the years ended  December
31, 2003 and December 31, 2002 are included immediately  following the signature
page to this report beginning at page F-1.

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

There are not and have not been any  disagreements  between  the Company and its
accountants  on any matter of  accounting  principles,  practices,  or financial
statement disclosure.

ITEM 8A: CONTROLS AND PROCEDURES

Based on their most recent review,  which was completed  within 90 days prior to
the  filing of this  report,  our  principal  executive  officer  and  principal
financial officer have concluded that our disclosure controls and procedures are
effective  to ensure that  information  required to be disclosed by our reports,
filings,  or submissions under the Securities  Exchange Act of 1934, as amended,
are  accumulated and  communicated  to our  management,  including our principal
executive  officer and principal  financial  officer,  as  appropriate  to allow
timely decisions  regarding required disclosure and are effective to ensure that
such information is recorded, processed, summarized and reported within the time
periods  specified  in the SEC's  rules and  forms.  There  were no  significant
changes in our internal  controls or in other  factors that could  significantly
affect those controls subsequent to the date of their evaluation.








                                   PART II-4
<PAGE>

                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS

All directors will hold office until the next annual meeting of shareholders and
until their respective  successors have been duly elected and qualified,  unless
and until they earlier resign or are removed from office. The executive officers
are  elected  by the  Board  of  Directors  at its  annual  meeting  immediately
following the annual meeting of shareholders.

GARY L. CAIN, CHAIRMAN BOARD OF DIRECTORS, 47.
Mr. Cain is an executive  officer with over 25 years of management,  leadership,
and business experience including business start-ups,  reorganizations,  mergers
and  acquisitions.  Since  1994,  Mr.  Cain has  served as CEO and  Director  of
PowerHouse  Management  Group,  a merchant  banking  organization,  where he has
worked with  companies on business and  marketing  plan  development,  strategic
planning,  finance,  budgeting, sales development and selection and placement of
key management personnel.  He has assisted companies from start up to expansion,
including mergers and acquisitions, capital structure and finance.

Mr. Cain has served as Director  since June 2002.  From June 2002  through  July
2003, Mr. Cain was the Chief Executive  Officer of Advanced  Gaming  Technology,
Inc., the predecessor company.

LINDA A. BROENNIMAN, PRESIDENT/CEO AND CFO, 47.
Ms. Broenniman has over twenty five  years of successful  management  experience
with early stage and mid-market companies. She has served as the President/Chief
Executive  Officer,  Chief  Financial  Officer and Director of our company since
July 2003. From July 2001 to July 2003, Ms. Broenniman was the Managing Director
of HFS Capital LLC and HFS Private  Equity  Partners  LLC and  President/CFO  of
Solar Satellite Communication, Inc. Prior to this period, Ms. Broenniman was CFO
of Optelecom, Inc., a NASDAQ telecommunications equipment manufacturer. Prior to
Optelecom, spent 15 years building entrepreneurial companies as President/CEO or
CFO, including a medial technology  company,  a health care information  systems
company,  and a food service company. Ms. Broenniman is married to Mr. Edward G.
Broenniman.

Ms. Broenniman has served on our Board of Directors since July 2003.

EDWARD G. BROENNIMAN, SECRETARY AND BOARD MEMBER.67.
Mr.  Broenniman  has served as the Managing  Director of The Piedmont  Group,  a
venture  development  firm,  for  over 12  years.  He has  over 35  years  as an
operating  executive with Fortune 100 firms and privately  held  high-technology
companies, He has extensive knowledge of the printing industry having worked for
International Paper,  Weyerhauser,  Ideal Roller & Graphics,  and Printing Plate
Supply Company.  A successful  entrepreneur,  Mr.  Broenniman has built and sold
three venture funded  high-technology  firms to public  companies.  As a venture
advisor, he works with emerging firms to build their operating results, increase
profitability,   and  stockholder  value.  Mr.  Broenniman  is  married  to  Ms.
Broenniman.

Mr.  Broenniman  has served on our Board of Directors  since July 2003.  He also
serves as Chairman of the Audit Committee.



                                   PART III-1
<PAGE>


BRUCE M. ARINAGA, BOARD MEMBER, 42.
Mr.  Arinaga has over 20 years in the private and public equity  markets.  Since
January 2003,  Mr.  Arinaga has run BA  Investments,  Ltd, a private  consulting
firm.  From August,  1999 to December  2002,  Mr.  Arinaga was a founder and key
executive in Zero-G  Capital Fund,  LLC and from December 1996 through July 1999
was  a  key  executive  at  CrossWater  Capital,  LLC.  Both  funds  focused  on
technology,  healthcare,  and real estate  investments.  He has been involved in
private and public financings exceeding $1 billion.  Previously he was President
and COO of an international  private investment company where he was involved in
real estate  investments and  developments  with a value exceeding $800 million.
Mr. Arinaga has also held  investment  positions at NHP, Inc. and the Prudential
Insurance Company of America.

Mr. Arinaga has served as Director since June 2002. From June 2002 to July 2003,
Mr.  Arinaga was the  President,  Secretary,  and  Treasurer  of Advance  Gaming
Technology, Inc., the predecessor company.

MARTIN A. BURKE, BOARD MEMBER, 50.
Mr. Burke has over 25 years in accounting,  finance and  operational  management
and has  built a  reputation  for  being a  financial  business  strategist  and
operations architect. He is currently Vice President,  Business Development, for
Adnet Systems, Inc., where he has served since January 2003. Prior to Adnet, Mr.
Burke was  President/COO  for First Point  Energy  Corporation,  where he served
since  January 2001.  From July 1998 through 2000,  Mr. Burke was CEO and CFO of
FTF Business  Systems,  Inc. His prior experience  spans retail,  manufacturing,
utilities, financial services, government,  education and technology industries,
with such companies Rockwell Technologies,  Conran's,  Macy's, Herman's Sporting
Goods, the Rubicon Group and CBS, Inc.

Mr. Burke has served on our Board of Directors since August 2003. Mr. Burke also
serves as Chairman of the Compensation Committee.


ITEM 10: EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following  table sets forth  information  concerning the total  compensation
that we have paid or accrued on behalf of our chief executive  officer and other
executive officers with annual compensation exceeding $100,000 during the fiscal
periods ending December 31, 2002 and 2003.






                                   PART III-2
<PAGE>

<TABLE>

<CAPTION>


                           SUMMARY COMPENSATION TABLE
                             LONG-TERM COMPENSATION

                                                    ANNUAL COMPENSATION                  LONG-TERM AWARDS
                                                                                              SECURITIES
NAME AND PRINCIPAL                                                     OTHER ANNUAL       UNDERLYING OPTIONS  ALL OTHER COMPENSATION
-------------------                                                    -------------      ------------------- ----------------------
POSITION                    YEAR      SALARY ($)      BONUS ($)       COMPENSATION ($)            (#)                   ($)
--------                    ----      ----------      ---------       ----------------            ---                   ---
<S>                                                                             <C>       <C>

   Linda A. Broenniman,
   Chief Executive
   Officer and Chief
   Financial Officer        2003    $150,000 (1)         $0                  $0                   $0                    $0

   Daniel H. Scott, Chief
   Executive Officer,
   Advanced Gaming
   Technology               2002     $98,125 (2)         $0                  $0                    0                    $0
                            2001     $225,000(2)         $0                  $0                    0                    $0
</TABLE>


     (1)  Ms.  Broenniman  received  compensation  of $75,000 in 2003,  of which
          $15,000 was deferred and is reflected in Accrued Expenses.
     (2)  Mr. Scott elected to defer payment of $98,125 of the 2002 compensation
          and $225,000 of the 2001 compensation. These amounts were consolidated
          into a secured note  payable to Mr.  Scott in June of 2001.  Mr. Scott
          received an annual  salary of  $225,000.  The actual  amount of salary
          paid  during 2002 and 2001 was $0. In June 2003,  we issued  1,000,000
          shares to Mr. Scott in full settlement of his note payable.

STOCK OPTION PLANS

In 2003,  the board of directors and  stockholders  adopted our 2003  consultant
stock plan. We reserved  800,000  shares of common stock for issuance upon grant
of stock or  exercise  of  options  granted  from  time to time  under  the 2003
consultant  stock plan. The 2003 consultant  stock plan is intended to assist us
in securing and retaining  consultants  by allowing them to  participate  in our
ownership and growth through the grant of stock and stock options.

Under the stock  compensation plan, we may grant stock and stock options only to
consultants.  The 2003  consultant  stock plan is  administered  directly by our
board of directors.

Subject  to the  provisions  of the stock  compensation  plan,  the  board  will
determine  who shall  receive  stock or stock  options,  the number of shares of
common  stock that may be granted or purchased  under the options,  the time and
manner of exercise of options and exercise prices.

On June 30, 2003,  the Company  issued 800,000 shares of common stock to the Law
Offices  of Henry S.  Meyer  under a legal  services  and  consulting  agreement
entered  into  February 1, 2003.  The shares were valued at $.02 and the Company
recorded $16,000 of consulting expenses.

DIRECTOR COMPENSATION

Our  current  directors  do not receive any  additional  compensation  for their
services as a director.

EMPLOYMENT AGREEMENTS

The Company does not currently  have any employment  agreements  with any of its
executive officers.



                                   PART III-3
<PAGE>

<TABLE>


ITEM 11: SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based  solely  upon a  review  of  forms  3, 4,  and 5 and  amendments  thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership as of December 31, 2003, of the Company's securities by any person who
is known by the  Company to be the  beneficial  owner of more than five  percent
(5%) of the Company's  voting  securities,  and by each Director of the Company,
and by officers  and  Directors  of the Company as a group.  As of December  31,
2003,  there were 7,069,259  common shares issued and  outstanding and 3,500,000
preferred shares issued and outstanding.

                                            Number of Shares of Common          Percent of Common Stock
        Name of Beneficial Owner (1)        Stock Beneficially Owned or            Beneficially Owned or
                                                 Right to Direct Vote           Right to Direct Vote (2)(3)
        ----------------------------         -------------------------------    ---------------------------
<S>                                                                             <C>

      Linda A. Broenniman                                                  0                           0.0%
      Edward G. Broenniman                                                 0                           0.0%
      Gary L. Cain                                            21,869,098 (3)                          89.0%
      Bruce M. Arinaga                                                     0                           0.0%
      Martin A. Burke                                                      0                           0.0%
      Executive Officers and Directors as a
      group (5 persons)                                       21,869,098 (3)                          89.0%
</TABLE>


     (1)  For purposes of this  statement  "beneficial  ownership" of a security
          exists when a person directly or indirectly has or shares  "investment
          power",  which includes the power to dispose or direct the disposition
          of such security,  or "voting power", which includes the power to vote
          or  direct  the  voting  of such  security.  Beneficial  Ownership  is
          determined in accordance with the rules of the Securities and Exchange
          Commission  and generally  includes  voting or  investment  power with
          respect to  securities.  Shares of common stock  subject to options or
          warrants  currently  exercisable  or  convertible,  or  exercisable or
          convertible within 60 days of December 31, 2003 are deemed outstanding
          for  computing  the  percentage  of the person  holding such option or
          warrant but are not deemed outstanding for computing the percentage of
          any other person.
     (2)  Based on 7,069,059 shares of common stock outstanding as of 12/31/03.
     (3)  Includes  3,500,000 shares of preferred  stock,  which are convertible
          into 17,500,000 shares of common stock.




                                   PART III-4
<PAGE>


ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company  paid  $50,000 of  professional  fees during  2003:  $25,000 to The
Piedmont Group, a partnership whose managing partner is Edward G. Broenniman,  a
director  of the  Company,  and  $25,000 to Martin A.  Burke,  a director of the
Company.  Mr. Burke and Mr. Broenniman were engaged as corporate advisors to add
operating  strength and expertise to our  management  team.  Mr. Burke  provided
general  business,  financial  and  infrastructure  planning,   accounting,  and
technology  advice.  Mr.  Broenniman  provided  expertise  on planning for rapid
growth in early stage firms and building sales and marketing organizations.  Mr.
Broenniman  provided  the benefit of his  extensive  knowledge  of the  printing
industry and the use of technology in media production.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report on Form 10-KSB:












                                   PART III-5
<PAGE>



CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

  Independent Auditor's Report
  Consolidated Balance Sheets as of December 31, 2003 and 2002
  Consolidated Statement of Operations for the Two Years Ended December 31, 2003
   and 2002
  Consolidated  Statements of  Stockholders' Equity (Deficit) for the Two Years
   Ended December 31, 2003 and 2002
  Consolidated Statements of Cash Flows for the Two Years Ended December 31,
   2003 and 2002
  Notes to Consolidated Financial Statements


EXHIBITS

The following  exhibits are included as part of this Form 10-KSB.  References to
"the Company" in this Exhibit List mean MediaWorx, Inc., a Wyoming corporation.

3.1      Articles of  Incorporation  of the Company  filed as Exhibit 2.5 to the
         Form 10-SB/A filed with the Commission on May 6, 1997 and  incorporated
         herein by reference.

 3.2     Amendment to Articles of  Incorporation  of the  Company,  changing the
         name of the Company from Mactay  Investment  Co. to Auto N  Corporation
         and increasing the authorized shares of common stock,  filed as Exhibit
         2.4 to the Form 10-SB/A  filed with the  Commission  on May 6, 1997 and
         incorporated herein by reference.

 3.3     Amendment to Articles of  Incorporation  of the  Company,  changing the
         name  of  the  Company  from  Auto N  Corporation  to  Advanced  Gaming
         Technology,  Inc. and  creating  shares of  preferred  stock,  filed as
         Exhibit 2.3 to the Form  10-SB/A  filed with the  Commission  on May 6,
         1997 and incorporated herein by reference.

 3.4     Amendment to Articles of Incorporation  of the Company,  decreasing the
         authorized  shares of common  stock,  filed as Exhibit  2.1 to the Form
         10-SB filed with the  Commission  on January 16, 1997 and  incorporated
         herein by reference.

3.5      Amendment to Articles of Incorporation  of the Company,  increasing the
         authorized  shares of common  stock,  filed as Exhibit  2.2 to the Form
         10-SB filed with the  Commission  on January 16, 1997 and  incorporated
         herein by reference.

3.6      Amendment to Articles of  Incorporation  of the  Company,  changing the
         name of the Company from Advanced Gaming Technology, Inc. to MediaWorx,
         Inc., adopted on June 24, 2003.

3.7      By-laws of the Company  filed as Exhibit 2.6 to the Form 10-SB/A  filed
         with  the  Commission  on  May  6,  1997  and  incorporated  herein  by
         reference.

4.1      Standby Equity Distribution Agreement, dated February 24, 2004, between
         Cornell Capital Partners, LP and MediaWorx, Inc.

4.2      Registration Rights Agreement, dated February 24, 2004, between Cornell
         Capital Partners, LP and MediaWorx, Inc.



                                   PART III-6
<PAGE>


4.3      Escrow  Agreement,  dated February 24, 2004,  between  Cornell  Capital
         Partners, LP and MediaWorx,  Inc. in connection with the Equity Line of
         Credit of Credit Agreement.

4.4      Placement  Agent  Agreement,  dated  February  24,  2004,  by and among
         MediaWorx,  Inc., Cornell Capital Partners, LP and Newbridge Securities
         Corporation.

4.5      Irrevocable  Transfer Agent  Instructions,  dated February 24, 2004, by
         and among MediaWorx,  Inc., David Gonzalez,  Continental Stock Transfer
         and Trust Company and Cornell Capital Partners, LP.

4.6      Unsecured Convertible Debenture with Cornell Capital Partners, L.P.

31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.


REPORTS ON FORM 8-K


         A Current  Report was filed on Form 8-K on July 11,  2003,  to announce
         the merger  between the  Company's  wholly owned  subsidiary  MediaWorx
         Acquisition Company, LLC and Advanced Capital Services, LLC.

         A Current  Report was filed on Form 8-K on July 22,  2003,  to announce
         the name  change to  MediaWorx,  Inc and the  change in  directors  and
         officers.

         A  Current  Report  was  filed on Form  8-K/A on  September  9, 2003 to
         provide  financial  statements  and pro forma  financial  statements in
         connection with the above merger.


ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees and Tax Fees . The  aggregate  fees billed by Robison Hill & Company,
for  professional  services  rendered  for the  audit  of the  Company's  annual
financial  statements  for the year ended  December 31, 2003, for the reviews of
the financial  statements  included in the Company's  Quarterly  Reports on Form
10-QSB, and for filing of the Company's  corporate tax return during that fiscal
year were $9,906.52.

Financial  Information  Systems Design and Implementation Fees . The Company did
not  engage  Robison  Hill & Company  to provide  professional  services  to the
Company regarding financial information systems design and implementation during
the fiscal year ended December 31, 2003.










                                   PART III-7
<PAGE>




                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                        MEDIAWORX, INC.
                        (Registrant)

DATED: August 25, 2004  By: /s/ LINDA A. BROENNIMAN
                            ---------------------------------------------------
                                Linda A. Broenniman
                                President, Chief Executive Officer and Director
                                (Principal Executive and Financial Officer)

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

                              MEDIAWORX, INC.

Date:  August 25, 2004        By: /s/  GARY L. CAIN
                              ---------------------------------------------
                              Gary L. Cain
                              Chairman


Date:  August 25, 2004        By: /s/  EDWARD G. BROENNIMAN
                              ---------------------------------------------
                              Edward G. Broenniman
                              Director

Date:  August 25, 2004        By: /s/  BRUCE M. ARINAGA
                              ---------------------------------------------
                              Bruce M. Arinaga
                              Director


Date:  August 25, 2004        By: /s/  MARTIN A. BURKE
                              ---------------------------------------------
                              Martin A. Burke
                              Director



<PAGE>



                                  EXHIBIT 31.1

                           SECTION 302 CERTIFICATIONS

I, Linda Broenniman, certify that:

         1. I have reviewed this Annual Report on Form 10-KSB (the  "Report") of
MediaWorx, Inc.;

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

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

         4. The small  business  issuer's  other  certifying  officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Securities  Exchange Act of 1934,  rules  13a-15(e) and 15d-15(e)
for the small business issuer and have:

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

        b) evaluated the effectiveness of the small business issuer's disclosure
        controls and  procedures  and  presented in this Report our  conclusions
        about the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this Report on such evaluation;

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

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


                                   PART III-9
<PAGE>


        a) all significant deficiencies and material weaknesses in the design or
        operation  of  internal  control  over  financial  reporting  which  are
        reasonably  likely  to  adversely  affect  the small  business  issuer's
        ability to record, process,  summarize and report financial information;
        and

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

                         Date:  August 25, 2004

                           /s/  Linda Broenniman
                           ---------------------
                                Linda Broenniman
                                President, Chief Executive Officer and Director
                                (Principal Executive and Financial Officer)











                                  PART III-10
<PAGE>



                                  EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Annual Report of MediaWorx,  Inc. on Form 10-KSB
(the  "Report")  for the year  ending  December  31,  2003,  as  filed  with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Linda
Broenniman,  Chief  Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:

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

         (2)      the information  contained in the Report fairly  presents,  in
                  all material respects,  the financial  condition and result of
                  operations of the Company.


Dated:  August 25, 2004        /s/  Linda Broenniman
                               ---------------------
                                    Linda Broenniman
                                    Chief Executive Officer and Director
                                    (Principal Executive and Financial Officer)





A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
has been  provided  to the  Company  and will be  retained  by the  Company  and
furnished to the Securities and Exchange Commission or its staff upon request.




                                   PART III-11
<PAGE>






                          INDEX TO FINANCIAL STATEMENTS


Independent Auditor's Report................................................F-1

Consolidated Balance Sheets.................................................F-3
December 31, 2003 and 2002

Consolidated Statements of Operations for the...............................F-4
Two Years Ended December 31, 2003 and 2002

Consolidated Statements of Stockholders' Equity (Deficit) for the...........F-5
Two Years Ended December 31, 2003 and 2002

Consolidated Statements of Cash Flows for the ..............................F-7
Two Years Ended December 31, 2003 and 2002

Notes to Consolidated Financial Statements .................................F-9














<PAGE>





                          INDEPENDENT AUDITOR'S REPORT

MediaWorx, Inc.

         We  have  audited  the  accompanying   consolidated  balance  sheet  of
MediaWorx,  Inc. as of December 31, 2003 and 2002, and the related  consolidated
statements of operations,  cash flows and stockholders' equity for the two years
ended  December  31,  2003  and  2002.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

         We conducted our 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  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of MediaWorx,  Inc. as
of December 31, 2003 and 2002,  and the results of its  operations  and its cash
flows for the two years  ended  December  31, 2003 and 2002 in  conformity  with
accounting principles generally accepted in the United States of America.

         The accompanying  consolidated  financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial  statements,  the Company has suffered  recurring losses from
operations and has a net capital  deficiency that raise  substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

                                              Respectfully Submitted,


                                         /s/  Robison Hill & Company
                                         ---------------------------------
                                              Robison Hill & Company
                                              Certified Public Accountants

Salt Lake City, Utah
February 19, 2004







                                      F-1
<PAGE>



                                 MEDIAWORX, INC.
                           CONSOLIDATED BALANCE SHEET


                                                               December 31,
ASSETS:                                                    2003         2002
-------                                                  ---------    ---------

CURRENT ASSETS
     Cash and Cash Equivalents                           $ 101,807    $  10,759
     Accounts Receivable                                    35,513         --
     Prepaid Expenses                                          793         --
     Short-Term Loans - Related Party                         --          5,331
     Investments in Marketable Securities                     --         11,500
                                                         ---------    ---------
          Total Current Assets                             138,113       27,590
                                                         ---------    ---------


PROPERTY AND EQUIPMENT
     Furniture, Fixtures, and Equipment                      7,362      784,188
     Software                                               12,045
     Less Accumulated Depreciation                          (1,200)    (783,001)
                                                         ---------    ---------
          Net Fixed Assets                                  18,207        1,187
                                                         ---------    ---------

OTHER ASSETS
     Notes Receivable - Related Party                       59,171         --
                                                         ---------    ---------
          Total Other Assets                                59,171         --
                                                         ---------    ---------

TOTAL ASSETS                                             $ 215,491    $  28,777
                                                         =========    =========







                                      F-2
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Continued)


                                                                    December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY:                           2003           2002
------------------------------------                        -----------    -----------
<S>                                                         <C>            <C>

CURRENT LIABILITIES
     Accounts Payable                                       $    41,373    $    14,148
     Accrued Expenses                                            40,369           --
     Accrued Interest                                            23,408         84,393
     Note Payable - Related Party                               275,000           --
     Short Term Notes Payable                                   100,000        940,939
                                                            -----------    -----------
          Total Current Liabilities                             480,150      1,039,480
                                                            -----------    -----------
NON-CURRENT LIABILITIES
     Long Term Note Payable                                     544,333           --
                                                            -----------    -----------
          Total Long Term Liabilities                           544,333           --
                                                            -----------    -----------

TOTAL LIABILITIES                                             1,024,483      1,039,480
                                                            -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock - 10% Cumulative, $.10 par value,
         4,000,000 Authorized; 3,500,000 and 0 Issued and
         Outstanding at December 31, 2003 and
         December 31, 2002                                      350,000           --
     Common Stock - $.005 par value, 150,000,000
         Authorized, 6,819,259 and 214,306 Issued and
         Outstanding at December 31, 2003 and
         December 31, 2002                                       34,097          1,072
    Common Stock to be Issued, 250,000 and 0                      1,250              0
     Paid in Capital                                            763,136        106,081
     Accumulated Comprehensive Income                              --            2,500
    Accumulated Deficit                                      (1,957,475)    (1,120,356)
                                                            -----------    -----------
          Total Stockholders' Equity (Deficit)                 (808,992)    (1,010,703)
                                                            -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   215,491    $    28,777
                                                            ===========    ===========

</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>


                                 MEDIAWORX, INC.
                        CONSOLIDATED STATEMENT OF INCOME


                                                         For the Year Ending
                                                             December 31,
                                                         2003           2002
                                                     -----------    -----------

Revenue                                              $   128,850    $      --

Cost of Goods Sold                                        97,285           --
                                                     -----------    -----------

Gross Profit                                              31,565           --
                                                     -----------    -----------
Operating Expenses
  Selling and Marketing                                  112,726           --
  Printing Services                                       44,105           --
  General and Administrative                             401,752        189,586
                                                     -----------    -----------
  Total Operating Expenses                               558,583        189,586
                                                     -----------    -----------

Operating Income (Loss)                                 (527,018)      (189,586)
                                                     -----------    -----------
Other Income (Expense)
  Miscellaneous Income                                     8,745           --
  Interest Income (Expense)                              (61,766)       (97,292)
  Permanent Impairment of
     Marketable Securities                               (14,331)          --
  Gain from Lawsuit Settlement                              --           17,500
  Gain on Forgiveness of Debt                            947,637        520,026
  Gain on Sale of Assets                                     197           --
  Write Down of Investment                            (1,190,583)          --
                                                     -----------    -----------
  Total Other Income (Expense)                          (310,101)       440,234
                                                     -----------    -----------
Net Income (Loss)                                    $  (837,119)   $   250,648

Other Comprehensive Income (Loss)
  Marketable Equity Securities Holding Gain                 --             2500
                                                     -----------    -----------

Comprehensive Loss                                   $  (837,119)   $   253,148
                                                     ===========    ===========
Basic Earnings Per Share                             $     (0.26)   $      1.17
                                                     ===========    ===========
Weighted Average Shares Outstanding                    3,230,309        214,306
                                                     ===========    ===========





    The accompanying notes are an integral part of these financial statements



                                      F-4
<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                                            Accumulated  Retained
                                Preferred Stock                    Common Stock                 Paid in      Comp.       Earnings/
                                Shares     Par Value    Shares     To be Issued    Par Value    Capital      Income      (Deficit)
                              ----------   ---------   ----------  ------------  -----------  -----------  -----------  -----------
<S>                           <C>          <C>         <C>         <C>           <C>          <C>          <C>          <C>

Balance at December 31, 2001          --   $      --   21,430,587  $      --     $   107,153  $      --    $      --    $(1,371,004)

Retroactive Adjustment for
100:1 Reverse Stock Split
June 23, 2003                         --          --  (21,216,281)                  (106,081)     106,081         --           --
                              ----------   ---------   ----------  ------------  -----------  -----------  -----------  -----------

Restated Balance at
December 31, 2001                     --          --      214,306         --           1,072      106,081         --     (1,371,004)

Other Comprehensive Income            --          --         --           --            --           --          2,500         --
Net Income                            --          --         --           --            --           --           --        250,648
                              ----------   ---------   ----------  ------------  -----------  -----------  -----------  -----------

Balance at December 31, 2002          --          --      214,306         --           1,072      106,081        2,500   (1,120,356)

Issuance of Stock for Services
   June 17, 2003                      --          --       10,000         --              50       19,950         --           --

Issuance of Stock for Services
   June 30, 2003                      --          --      800,000         --           4,000       12,000         --           --

Issuance of Shares in
   Connection with MediaWorx
   Merger, July 1, 2003          3,500,000     350,000  4,000,000        1,250        20,000         --           --           --

Shares Issued For Cash
    July 31, 2003                                         263,016                      1,315       87,987

Shares Issued For Cash
    August 15, 2003                                       160,647                        803       62,746

</TABLE>





                                      F-5
<PAGE>

<TABLE>

<CAPTION>



                                 MEDIAWORX, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (Continued)

                                                                                                       Accumulated   Retained
                              Preferred Stock                  Common Stock                Paid in     Comp.         Earnings/
                           Shares      Par Value      Shares   To be Issued   Par Value    Capital     Income        (Deficit)
                           ---------   ---------  ----------   -----------    --------     ---------   --------      -----------
<S>                        <C>         <C>        <C>          <C>            <C>          <C>         <C>           <C>

Shares Issued For Cash
    September 2, 2003                                398,318                   $ 1,992     $ 145,916

Shares Issued For Cash
    September 17, 2003                               288,323                     1,441       100,811

Shares Issued for Cash
    October 3, 2003                                   73,296                       366        24,371

Shares Issued for Cash
    October 15, 2003                                  69,298                       347        23,041

Shares Issued for Cash
    November 1, 2003                                 192,309                       962        63,942

Shares Issued for Cash
    November 18, 2003                                105,572                       528        35,103

Shares Issued for Cash
    December 1, 2003                                 113,868                       569        37,861

Shares Issued for Cash
    December 15, 2003                                130,306                       652        43,327

Other Comprehensive Loss                                                                               (2,500)
Net Loss                                                                                                                (837,119)
                           ---------   ---------  ----------   -----------    --------     ---------   --------      -----------

Balance December 31, 2003  3,500,000   $ 350,000   6,819,259   $     1,250    $ 34,097     $ 763,136   $      -      $(1,957,475)
                           =========   =========  ==========   ===========    ========     =========   ========      ===========

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-6


<PAGE>

<TABLE>

<CAPTION>

                                 MEDIAWORX, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                 For the Year Ending
                                                                    December 31,
                                                                2003            2002
                                                             -----------    -----------
<S>                                                          <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                            $  (837,119)   $   250,648
  Adjustments to Reconcile Net Income to Net Cash Provided
  by Operating Activities:
       Depreciation                                                1,524         66,970
       Gain on Forgiveness of Debt                              (947,637)      (520,026)
       Gain on Sale of Equipment                                    (197)
       Grant of Stock-Based Compensation                          36,000           --
       Permanent Impairment of Marketable Securities              14,331           --
       Write Down of Investment                                1,190,583           --

   Change in Operating Assets and Liabilities:
      (Increase) Decrease in Accounts Receivable                 (35,513)          --
      (Increase) Decrease in Prepaid Expenses                       (793)         1,000
      (Increase) Decrease in Related Party Receivable            (59,171)          --
      Increase (Decrease) in Accounts Payable                     27,225        102,291
      Increase (Decrease) in Accrued Payroll & Taxes              43,548           --
      Increase (Decrease) in Accrued Interest                     43,594         97,292
                                                             -----------    -----------

    Net Cash Used in Operating Activities                       (523,625)        (1,825)
                                                             -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Increase (Decrease) Short Term Loan to Related Party          5,331         (5,332)
     Purchase of Marketable Securities                            (5,331)        (9,000)
     Purchase of Property and Equipment                           (7,362)        (1,294)
     Purchase of Software                                        (12,045)          --
                                                             -----------    -----------

    Net Cash Used in Investing Activities                        (19,407)       (15,626)
                                                             -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from Sale of Common Stock                          634,080           --
     Proceeds from Loans                                         105,500           --
     Payment on Note Payable                                    (105,500)       (17,500)
                                                             -----------    -----------
    Net Cash Used in Financing Activities                        634,080        (17,500)
                                                             -----------    -----------
</TABLE>



                                      F-7
<PAGE>


                                MEDIAWORX, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Continued)


                                                          For the Year Ending
                                                              December 31,
                                                           2003       2002
                                                          --------   --------

Net (Decrease) Increase in Cash and Cash Equivalents      $ 91,048   $(34,951)
Cash and Cash Equivalents at Beginning of Period            10,759     45,710
                                                          --------   --------

Cash and Cash Equivalents at End of Period                $101,807   $ 10,759
                                                          ========   ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $   --     $   --
  Franchise and income taxes                              $   --     $   --


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 None


















                 See accompanying notes to financial statements


                                      F-8
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

This summary of accounting  policies for MediaWorx,  Inc. is presented to assist
in understanding the Company's  financial  statements.  The accounting  policies
conform to generally accepted  accounting  principles and have been consistently
applied in the preparation of the financial statements.

Organization and Basis of Presentation
--------------------------------------

Advanced Gaming  Technology,  Inc. (the Company) was incorporated under the laws
of the State of Wyoming in 1963 under the name MacTay Investment Co. The company
changed its name to Advanced  Gaming  Technology,  Inc. in 1991.  The  Company's
executive  offices were located in San  Antonio,  TX. In June 2002,  the Company
ceased its primary operating activities, developing and marketing technology for
the casino and hospitality industry.

On July 1, 2003, the Company  completed a reverse  triangular  merger  involving
Advanced  Capital  Services,  LLC,  a  Nevada  limited  liability  company,  The
MediaWorx,  Inc. a wholly owned  subsidiary of Solar  Satellite  Communications,
Inc. and the Company and it's newly formed  wholly  owned  subsidiary  MediaWorx
Acquisition  Company,  LLC. As a result of the merger the Company  acquired  the
assets of The MediaWorx,  Inc., which consisted primarily of a business plan and
the people involved in the management and procurement of print,  packaging,  and
cross-media services. See Note 12 for detailed description of merger.

Nature of Operations
--------------------

MediaWorx, Inc. is a media production and management business. The services that
the Company  provides  include  print,  audio/video,  digital asset  management,
graphic  design,  production  and  fulfillment  for  traditional  and  web-based
marketing  and  communications  products and  services.  MediaWorx  provides the
Company's  sales  representatives  with the  support  and  leverage  of a strong
customer service culture, in-house pre-press capabilities, e-business solutions,
and a base of  production  partners  that  can  fulfill  the  complexity  of any
Customer order. The Company is a virtual  printing  company- it neither owns nor
has its capital tied up in printing equipment or facilities but has access to an
established network of the most capable,  technologically  advanced printers and
production houses.

Principals of Consolidation
---------------------------

The consolidated financial statements include the accounts of MediaWorx, Inc and
its wholly owned subsidiary MediaWorx Company, LLC. All significant intercompany
accounts and transactions have been eliminated.






                                      F-9
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------

Use of Estimates
----------------

The financial  statements are prepared in conformity with accounting  principles
generally  accepted in the United States of America.  In preparing the financial
statements, management is required to make estimates and assumptions that effect
the reported  amounts of assets and  liabilities  and  disclosure  of contingent
assets and  liabilities  as of the date of the balance  sheet and  statement  of
operations  for the year then  ended.  Actual  results  may  differ  from  these
estimates.  Estimates  are used when  accounting  for  allowance  for bad debts,
collectibility  of  accounts  receivable,  amounts  due to  services  providers,
depreciation, and litigation contingencies, among others.

Cash Equivalents
----------------

For the purpose of reporting cash flows, the Company considers all highly liquid
debt  instruments  purchased  with  maturity of three  months of less to be cash
equivalents to the extent the funds are not being held for investment purposes.

Concentration of Credit Risk
----------------------------

The Company has no significant  off-balance-sheet  concentrations of credit risk
such as foreign exchange  contracts,  options contracts or other foreign hedging
arrangements.

Revenue Recognition
-------------------

The  Company's  revenues  are derived from  customized  printing and cross media
services.  Revenue is  recognized  when earned as the  services  provided or the
product is delivered in  accordance  with the  underlying  purchase  order.  The
Company  recognizes  gross revenues under the provision of Emerging  Issues Task
Force (EITF) Issue No. 99-19 "Recording Revenue Gross as Principal vs. Net as an
Agent".  The Company acts as the principal,  takes title to the products and has
the risk and rewards of ownership. The Company has not yet generated any revenue
while  acting as an agent or broker.  If the  Company act as an agent or broker,
the Company will account for those revenues on a net basis.

Property and Equipment
----------------------

Property  and  equipment  is stated at cost.  Depreciation  is  computed  on the
straight-line  method,  based on the  estimated  useful  lives of the  assets of
generally  three to five years.  Expenditures  for  maintenance  and repairs are
charged  to  operations  as  incurred.  Major  overhauls  and  improvements  are
capitalized  and  depreciated  over  their  useful  lives.  Upon  sale or  other
disposition  of  property  and  equipment,  the  cost  and  related  accumulated
depreciation or amortization if removed from the accounts,  and any gain or loss
is included in the determination of income or loss.




                                      F-10
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Income (Loss) Per Common Share
----------------------------------

Basic earnings per share are computed by dividing  earnings  available to common
stockholders by the weighted average number of common shares  outstanding during
the  period.  The  effect  of  outstanding  common  stock  equivalents  would be
anti-dilutive for 2003 and 2002 and are thus not considered.

Reclassifications


Certain  reclassifications  have been made in the 2002  financial  statements to
conform with the December 31, 2003 presentation.

NOTE 2 - INCOME TAXES
---------------------

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The  Company had net  operating  loss carry  forwards  for income tax
purposes of approximately  $36,459,114,  expiring at various dates from December
31, 2015 through  December 31, 2023. A loss generated in a particular  year will
expire for federal  tax  purposes  if not  utilized  within  twenty  years.  The
Internal  Revenue  Code  contains  provisions  that  would  reduce  or limit the
availability  and  utilization  of this net  operating  loss carry  forwards  if
certain  ownership changes have been or will be taking place. In accordance with
SFAS No. 109, a valuation  allowance is provided when it is more likely than not
that all or some portion of the deferred tax asset will not be realized.  Due to
the  uncertainty  with  respect to the  ultimate  realization  of the loss carry
forwards,  the  Company  established  a valuation  allowance  for the entire net
deferred income tax asset as of December 31, 2003.

NOTE 3 - PREFERRED STOCK
------------------------

The  Company  has  authorized  4,000,000  shares at $.10 par  value  convertible
preferred  stock.  Shares of the Series A Preferred Stock are convertible at the
option  of the  holder  on a  one-for-five  basis,  subject  to  adjustment  for
dilution,  into shares of common stock.  Each share of Series A Preferred  Stock
will be automatically converted into common stock upon a sale or transfer of all
or  substantially  all of  MediaWorx's  assets  for  cash  or  securities,  or a
statutory share exchange in which stockholders of MediaWorx may participate.

Each share of Series A  Preferred  Stock has voting  rights  equal to the voting
rights of the common stock on an as if converted  basis.  Upon any  liquidation,
dissolution or winding up of MediaWorx,  whether  voluntary or involuntary,  the
holders  of record of shares of  Series A  Preferred  Stock  shall be  entitled,
before any  distribution  or payment is made upon  outstanding  shares of common
stock,  to be paid an amount  equal to the Original  Issue Price.  If, upon such
liquidation,  the  assets  to be  distributed  among  the  holders  of  Series A




                                      F-11
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 - PREFERRED STOCK (Continued)
------------------------------------
Preferred Stock shall be  insufficient  to permit such payment,  then the entire
assets of MediaWorx to be so distributed shall be distributed  ratably among the
holders of Series A Preferred Stock.

On July 1, 2003,  the Company  issued  3,500,000  shares of  preferred  stock in
connection  with the merger  between  its  wholly  owned  subsidiary,  MediaWorx
Company, LLC and Advanced Capital Services, LLC.

NOTE 4 - COMMON STOCK
---------------------

The Company has authorized 150,000,000 shares of $0.005 par value common stock.

On June 17, 2003,  the Company issued  1,000,000  shares of common stock (10,000
shares after  retroactive  adjustment for the 100:1 stock split described below)
to a former officer in exchange for continued  consulting  for the Company.  The
shares  were  valued at $.02 and the  Company  recorded  $20,000  of  consulting
expenses.

On June 23, 2003, the Board of Directors approved a proposal to effectuate a 100
to 1 reverse  stock split of the  Company's  outstanding  common  shares with no
effect on the par value or on the number of  authorized  shares.  As a result of
this action,  the total number of outstanding  shares of common stock is reduced
from 22,430,587 to 224,306 shares.

On June 30, 2003,  the Company  issued 800,000 shares of common stock to the Law
Offices  of Henry S.  Meyer  under a legal  services  and  consulting  agreement
entered  into  February 1, 2003.  The shares were valued at $.02 and the Company
recorded $16,000 of consulting expenses.

On July 1,  2003,  the  Company  issued  4,000,000  shares  of  common  stock in
connection  with the merger  between  its  wholly  owned  subsidiary,  MediaWorx
Company, LLC and Advanced Capital Services, LLC.

Between July 31, 2003 and December 31, 2003, the Company issued 1,794,953 shares
of common stock in  connection  with a  regulation  S offering.  The shares were
issued from $.34 to $.40 per share.

NOTE 5 - CHANGE IN CONTROL

On June 12, 2002, PowerHouse Management,  Inc., of San Antonio, Texas, purchased
approximately  56% of the issued and  outstanding  shares of common stock of the
Company.  At the same time,  all former  officers and directors  resigned  after
electing new directors who appointed new officers.







                                      F-12
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - NOTES PAYABLE
----------------------

A note  payable to SDA List  Brokers,  Inc.  (SDA),  in the amount of  $940,939,
accrued  interest  at 9%, and was due in monthly  payments  of $6,200  beginning
March 1, 2000.  On June 25, 2003,  this note and the accrued  interest  totaling
$1,046,504 was settled by the Company in return for issuing a promissory note to
SDA in the amount of  $25,000,  with 2%  interest  per  annum,  and a warrant to
purchase up to 100,000 shares of common stock of the Company.  If the warrant is
not exercised by the expiration date of June 25, 2004 then the Company shall pay
SDA $75,000.  As a result of this  transaction,  debt forgiveness  income in the
amount of $946,504 was recognized during the year ended December 31, 2003.

As of December 31, 2003 and 2002, the following amounts are due:

                                                              December 31,
                                                         2003          2002
                                                       ---------     ---------
Note Payable-Related Party
Note Payable, Interest at 2%, payable to shareholder
  of Company upon request                              $ 275,000     $       -
                                                       ---------     ---------

Long-Term Note Payable
Note Payable, Interest at 12%, Due May 2008            $ 544,333     $       -
                                                       =========     =========

NOTE 7 - MARKETABLE EQUITY SECURITIES
-------------------------------------

During  2002,  the  Company   purchased   100,000  shares  of  Solar   Satellite
Communications,  Inc. an OTCBB listed company as a short-term  investment in the
amount of $14,332.  As of September 30, 2003,  this  investment has been written
down to $0 with a loss of $14,331.

NOTE 8 - LEASE EXPENSE
----------------------

The Company has entered into a lease  agreement  for an office in  Pennsylvania.
The  rental  charges  are  approximately  $190 per month.  The lease  expires in
November 30, 2004. In addition,  the Company rents  additional  office space for
its headquarters in Reston,  Virginia,  on a month by month basis for $6,600 per
month.

Total  rental  expense for the Company for the year ended  December 31, 2003 was
$39,545 and for the same  period in 2002 was $0,  respectively,  including  rent
under month-to month leases.







                                      F-13
<PAGE>


                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

The Company filed for reorganization  under Chapter 11 of the US Bankruptcy Code
in Las Vegas,  Nevada on August 26,  1998.  Under  Chapter  11,  certain  claims
against the Debtor in existence  prior to the filing of the petitions for relief
under the Federal Bankruptcy Laws are stayed while the Debtor continues business
operations as Debtor-in-possession. These claims were reflected in the March 31,
1999 balance sheet as "liabilities  subject to compromise".  The bankruptcy plan
was approved June 29, 1999 and became  effective on August 19, 1999. On February
15, 2000, the  Bankruptcy  Court in the District of Las Vegas approved the final
decree of the Company closing the Chapter 11 bankruptcy case of the Company.

The  Company  accounted  for the  reorganization  using  fresh-start  reporting.
Accordingly,   all  assets  and  liabilities  were  restated  to  reflect  their
reorganization   value,   which   approximates   fair   value  at  the  date  of
reorganization.

NOTE 10 - GOING CONCERN
-----------------------

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates the Company as a going concern.  However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations.  Realization of a major portion of the assets
reflected  on  the  accompanying  balance  sheet  is  dependent  upon  continued
operations  of the Company,  which,  in turn,  is dependent  upon the  Company's
ability to meet its financing requirements and succeed in its future operations.
Management  believes that actions  presently being taken to revise the Company's
operating and financial  requirements  provide them with the opportunity for the
Company to continue as a going concern.

NOTE 11 - ACCOUNTS PAYABLE
--------------------------

Management  negotiated  with a vendor to  settle a $5,133  account  payable  for
$4,000,  which was paid during the three-month period ending June 30, 2003. Debt
forgiveness income in the amount of $1,133 was recognized.

NOTE 12 - MERGER
----------------

On July 1,  2003,  the  Company  completed  a reverse  triangular  merger  ("the
Merger") whereby the Company acquired the assets a subsidiary of Solar Satellite
Communication,  Inc. ("SSCI"), a print and cross-media  marketing and management
company.  The Merger involved Advanced Capital  Services,  LLC, a Nevada limited
liability company ("ACLLC"),  MediaWorx Acquisition Company, LLC, a newly formed
Nevada  limited  liability  company and wholly owned  subsidiary  of the Company
("MWAC"), and the Company.






                                      F-14
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12 - MERGER (Continued)
----------------------------
ACLLC, owned by Diamond Capital LLC and Quest Capital Resources,  LLC, purchased
the assets of The MediaWorx,  Inc., a wholly owned subsidiary of Solar Satellite
Communication,  Inc., a Colorado  corporation,  for 3,000,000  ACLLC  membership
interests.  The  assets of SSCI were  primarily  the  business  plan and  people
involved in the management and procurement of print, packaging,  and cross-media
services.

On July 1, 2003, as part of the Merger,  ACLLC was merged pursuant to Nevada law
into MWAC. As a consequence of the Merger,  MWAC became the surviving entity and
continues  to be a  wholly  owned  subsidiary  of the  Company.  A  copy  of the
associated Plan of Merger was filed with a Schedule 14C Information Statement on
July 1, 2003.

In the exchange,  as described  above,  the original  members of ACLLC  received
4,000,000  of  the  Company's  common  shares  and  3,500,000  preferred  shares
convertible 1 to 5 into common shares with voting rights as if converted,  i.e.,
17,500,000 common shares,  and SSCI received 250,000 of the Company's shares. As
of December 31, 2003, the 250,000 common shares have not been issued to SSCI.

Additionally,  ACLLC  purchased a  convertible  promissory  note held by Private
Investors  Equity,  LLC that was  originated  when SSCI  received  $500,000 from
Private  Investors  Equity,  LLC. In lieu of exercising the default  provisions,
ACLLC converted the Note and accrued interest into 27,216,650 SSCI common shares
and converted 250,000 Preferred C shares into shares with conversion rights of 1
to 40 into shares having  conversion and voting rights of 1 to 360. These shares
were partially  distributed to ACLLC and to the owners of ACLLC, Diamond Capital
LLC and Quest  Capital  Resources,  LLC.  As a result,  MWAC now has 49%  voting
control of SSCI and Diamond and Quest  respectively  each own 23% voting control
of SSCI.  Furthermore  as a result  of this  transaction,  MWAC  holds  the note
payable of $500,000 and accrued interest due to Private Investors Equity, LLC.

The following  table  summarizes the estimated fair value of the assets acquired
and  liabilities  assumed  at the date of  acquisition.  The  allocation  of the
purchase price is subject to refinement when the valuation of certain intangible
assets are adjusted.
                                                                2003
                                                          ---------------
         Assets:
           Investments in SSCI                                $1,191,333
                                                          ===============
          Liabilities:
           Accrued Expenses                                   $   46,333
           Long Term Debt                                        775,000
               Total Liabilities                                 821,333

         Equity:
           Preferred Stock                                       350,000
           Common Stock                                           20,000
              Total Equity                                       370,000
                                                          ===============

         Total Liabilities and Equity                        $ 1,191,333
                                                          ===============


                                      F-15
<PAGE>

                                 MEDIAWORX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12 - MERGER (Continued)
----------------------------

The  results  of  operations  for MWAC have been  included  in the  consolidated
financial  statements since the inception of MWAC. The aggregate  purchase price
was 4,000,000 common shares and 3,500,000 preferred shares at par value.

The  acquired  intangible  assets of  $1,199,333  was  assigned to research  and
development  assets  that were  written  off at the date of the  acquisition  in
accordance with FASB Interpretation No. 4, Applicability of FASB Statement No. 2
to Business Combinations  Accounted for by the Purchase Method. Those write-offs
are included in Other Expense-Write Down of Investment.


















                                      F-16