U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
(MARK  ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF  1934  FOR  THE  FISCAL  YEAR  ENDED  JUNE  30,  2003

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER:  0-20259

                     INTERNET BUSINESS'S INTERNATIONAL, INC.
                     ---------------------------------------
               (Exact name of Company as specified in its charter)


                Nevada                                           33-0845463
                ------                                           ----------
(State or jurisdiction of incorporation                       I.R.S. Employer
        or  organization)                                   Identification  No.)

2250  E.  Tropicana Ave. Suite 19-309, Las Vegas, Nevada            89119
---------------------------------------------------------           -----
     (Address of principal executive offices)                     (Zip Code)

                   Company's telephone number:  (775) 588-2387
                                                --------------

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

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

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

     Issuer's  revenue  for  its  most  recent  fiscal  year:  $778,784.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  Company  as of September 24, 2003: Common Stock, par value $0.001 per share
--  $178,274.  As  of  September 24, 2003, the Company had 178,273,603 shares of
common  stock  issued  and  outstanding.

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


<PAGE>

TABLE  OF  CONTENTS
<TABLE>
<CAPTION>

PART I                                                                                                      PAGE
<S>                                                                                                          <C>
ITEM 1.  BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3

ITEM 2.  PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6

ITEM 3.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

ITEM 4.  SUBMISSION TO MATTERS TO VOTE
               OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

PART II
ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY
               AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . .     8

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . .    14

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
               ON ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . .    15

PART III
ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
               COMPANY; PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT .    15

ITEM 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
               TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO
               FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18

ITEM 14.  CONTROL AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
</TABLE>


                                        2
<PAGE>

PART  I.

ITEM  1.  BUSINESS.

INTRODUCTION

     Internet  Business's  International,  Inc.  ("Company")  was  a broad based
Internet  company  that  provided  goods  and  services  over  the  Internet  to
businesses  and  consumers  though  two  operating  divisions: (1) ISP (Internet
Service  Provider);  and  (2) Direct Marketing. At present the Company is not in
operation.

HISTORY  OF  THE  BUSINESS

     International  Food  and  Beverage  was listed for exchange on the Over The
Counter Bulletin Board in June 1988.  This company operated in the food services
industry  until  late  1997,  at  which  time  it  ceased operations.  This firm
remained  dormant until December of 1998. At that time new management was put in
place,  and  a decision was made to move the Company's focus to the Internet and
change  the  Company's  name  to  Internet  Business's  International,  Inc.

     On  January  1,  1999  the  newly  named  company  began to offer goods and
services  over  the  Internet,  starting  with the development of an on-line B2C
(business  to  consumer) e-retail site, AuctionWinner.com, The site was launched
in  April  1999.  In  July 1999, the Company expanded their service offerings by
acquiring  an  ISP  (Internet Service Provider) by the name of LA Internet.  The
Company  changed  its  domicile  from  Delaware  to  Nevada  in  same  year.

In  January  of  2002  the  Company  had  entered  into  an agreement to issue a
Convertible  Debenture  in  order  to  raise  capital  for  the expansion of its
wireless  Internet  services  and  re-establish the mortgage loan division; this
Debenture  was  never  completed due to the market price of the Company's stock.

     In  January 2003, the Company entered into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to  which  Mercatus has agreed to provide the Company with loans in an
amount  of  up  to 20% of the Final Market Value (as such term is defined in the
Loan  Agreement) of certain restricted shares of our preferred stock were issued
by the Company in the name of Mercatus to secure the obligations under the loans
(the  "Stock").  The loans are payable to the Company within 10 days of delivery
of  the  Stock  and  related loan documents.  Loans under the Loan Agreement are
evidenced  by  the  promissory  Notes payable to Mercatus and are secured by the
10,000  Shares  of Series A Preferred Stock. The interest rate on the loans will
be  set  at  5.5%. Except as otherwise provided in the Loan Agreement, the Stock
shall  be held as collateral by Mercatus at all times there remains principal or
interest  owing  to  Mercatus  under  the  promissory  notes.  Other  than  as
specifically  set  forth  in  the  Loan  Agreement,  the  Stock may not be sold,
hypothecated,  assigned, transferred, or otherwise encumbered. In the event of a
default under the Loan Agreement, however, Mercatus may thereafter sell, assign,
hypothecate  or  otherwise  dispose  of  the  Stock.  Under  such circumstances,
Mercatus  assumes  no  responsibility  for the amount of proceeds it may receive
upon  such disposition of the Stock. Any proceeds received by Mercatus in excess


                                        3
<PAGE>

of the default amount plus reasonable attorney's fees, if any, and related costs
of disposition will be returned to the Company. In the event of a default by the
Company, the Company has further agreed to take all reasonable steps to register
the  Stock  for  resale  by  Mercatus.  A  default by the Company under the Loan
Agreement  can  be  expected to have a materially adverse effect on the price of
the  Company's  common  stock.  The  initial  term  of the loan is 5 years, with
interest-only  payments  for the first year of the loan. Upon payment in full of
all  interest and principal due under the loan, the Stock will be returned to us
for  cancellation.  During  the  term of the loan Mercatus will provide a voting
proxy  with  respect  to the Stock to a person designated by the Company. In the
event  of  a  default  however,  the  proxy  shall  be  deemed  null  and  void.

 In  connection  with the Loan Agreement, in February 2003 the Company delivered
10,000  shares  of  restricted  preferred stock to Mercatus. The Company expects
delivery  of  the  funds  by  February  28,  2003.

The  maximum  loan  amount  would be $9,000,000 with approximate net proceeds of
$7,900,000.

As  of  March  31,  2003 Mercatus has not funded this loan. The Company received
back  the  preferred stock, which was returned to Treasury. The Company signed a
new  loan  agreement  that  has a funding date of May 31, 2003. Pursuant to this
agreement  the  Company  has  issued  a new 1,029,231 restricted preferred stock
certificate  series  A,  as  collateral  for  the  loan.

After  March  31,  2003  the Company entered into a loan agreement with Mercatus
wherein  the Lender agrees to provide the Borrower a loan in the amount of Seven
Hundred  Fifty  Thousand  United  States  Dollars [US$ 750,000.00] (the "Loan").
Lender will pay the proceeds of the Loan to Borrower [less payments and fees, as
set  forth  in  the  agreement,  not  sooner  than  five [5] business days after
Borrower has delivered the Collateral Stock.  Lender may, at its option, pay the
Loan  in  more  than  one  installment.   Pursuant to this agreement the Company
issued  a  10,000 restricted preferred stock certificate series B, as collateral
for  the  loan.

CURRENT  OPERATIONS

     The  Company  currently  is  not  in  operation:

 PRIOR  OPERATING  DIVISION

(A)     ISP.

The ISP division, which is currently not in operation, is being reorganized into
a  web  hosting  business  located  in  Las Vegas, Nevada. This will be the only
function  for  this  division.  All  operations  in California and Nevada ceased
during  this  quarter  in April 2003.  Currently there are no employees for this
operation.

(B)     2X  WIRELESS

The  wireless  Internet  division  ceased  operations  in  April  2003.

CORPORATE

     LAS  VEGAS,  NEVADA


                                        4
<PAGE>

     The  Company  before  the  end  of  2003  will open a new corporate and web
hosting  office  in  Las  Vegas,  Nevada  This  will  also house the web hosting
operations  for  the  Company.

MARKET  AND  COMPETITION

     The main revenue for the Company came from Internet services provide by the
Company.  The Company competed with many companies that offered the same type of
Internet-only  services  we  offered  -  such  as Internet Service Providers and
related  services.

     The market for Internet products and services is highly competitive. Taking
into  consideration the advances Internet technology and the ubiquity simple web
site  provide,  there  are  no substantial barriers to entry in this market, and
management  expects  that  competition  will  continue  to  intensify.  Negative
competitive  developments  could have a material adverse effect on the Company's
business  and  on  the  trading  price  of  its  stock.

During  the  past  36 months, there have been a number of business failures that
have  negatively  impacted the tech market. These occurrences have also impacted
the  availabity  of  funds  for the Company. The Company required capitol during
this  last  quarter  to  maintain  its  operations,  which  were  not available,
therefore  the  Company ceased its divisions operations. It is all so noted that
competitors  of  the  Company  that  were  are  significantly  larger  or better
established  than  the  Company  also  failed.

Competitors  to  the  Company  that have access to financial markets and cutting
edge  technical  resources  have remained viable for growth and expansion. These
and  other  competitors are expected to continue making substantial expenditures
to  promote,  expand  and  improve  their  on-line  properties.

MARKETING  PLANS

     The  Company  competed  with other on-line services, web site operators and
advertising  networks, as well as traditional off-line media such as television,
radio  and  print  to  convey to the consumer the services and products that wee
offered  by  the  Company.  The Company has used Print, Radio, and Television to
inform  the public and consumer of these products and services. Accordingly, the
Company  faced  increased  pricing  pressure  for  the purchase of advertisement
space.  The Company therefore will have to developed alternative marketing plans
that  uses  direct  marketing,  cross  promotion  and  bundling  of services and
products  to  regain  its  client  base

PROPRIETARY  RIGHTS

     Management  cannot  guarantee  that  the  Company  would be able to license
products  and  services that are proprietary services and products on reasonable
terms,  which  would  provide  the  Company  with  a  marketing  advantage.

EMPLOYEES

     As  of  the  date  of  this  filing, the Company has 4 employees. This is a
reduction  from  the  same  time  last  year  when  the company had more then 20
employees.  The  reduction  of  the employees was due to the closing down of its
operation  to reduce cost and in order to maintain its corporate operations. The


                                        5
<PAGE>

Company's  future  success  is substantially dependent on the performance of its
senior  management  and  key  technical  personnel.


RISK  FACTORS

     In  addition  to  the  other  information  in  this  Report,  the following
particular  risk  factors  encountered in the operation of the Company under its
current  business  plan  were:

(a)     Limited  Operating  History.

The  Company  began  operations  as  an  Internet  company  in  January 1, 1999.
Therefore,  the  Company  had a limited operating history, and its prospects are
subject to the risks, expenses and uncertainties frequently encountered by young
companies  that  operate exclusively in the new and rapidly evolving markets for
Internet  products  and  services.

The  Company was not successful in implementing its growth plan or continuing to
operate  its  business  as  anticipated.

(b)     Revenue  Results  Fluctuated.

     The  Company expected to derive the majority of its revenues from a variety
of  revenue  sources, which were difficult to forecast accurately. The Company's
revenues  of  sources  were  from  services  and  products from its online media
properties  and  its  direct  marketing  operations.

     The  results  of  the  of limited operating history and revenue fluctuation
resulted  in  significant  losses for the Company and creates the question as to
the  continuation of the Company as a going concern. The Company has experienced
significant  losses  this  fiscal  year;  As  of  June  30,  2003  the currently
liabilities  exceed  current  assets  by  $1,301,232.  As shown in the financial
statements,  the  Company  incurred  a  net loss of $4,718,298 for the year then
ended.

     The  future  success  of  the Company is likely dependent on its ability to
attain  additional capital to develop its proposed products and ultimately, upon
its  ability  to  attain future profitable operations. There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain  positive  cash  flow  from  operations.


ITEM  2.  PROPERTIES.

     The Company has over $900,000 in equipment and furniture that is in storage
in  Las  Vegas,  Nevada  until a new location for deployment can be established.

Internet  Business's  International,  Inc.
-----------------------------------------

2250  E.  Tropicana  Ave.  Suite  19-309          Las  Vegas,  Nevada  89119

*After June 2003 the Company consolidated its operations to its operations in to
Las  Vegas,  Nevada.


                                        6
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS.

     The Company has two lawsuits that are material to the Company; one has gone
to  judgment  against  the  company, which has been appealed. The other which is
currently  in  negotiations  for  a possible settlement and if it is not settled
then  the  case   be  go  to  trail  before  the  end  of  2003.

     Globalist International received a judgment for approximately $350,000. The
courts  decision and the judgment were appealed and the Company believes that it
will  prevail  in  this  matter.

     The  Company  vs  Ronald  Friedman 1997 Grantor Retained Annuity Trust, for
rescission  of the purchase of the PMCC stock and return of the $1,006,857. This
case  is  currently  in  negotiations for a possible settlement and if it is not
settled  then  the  case  will  be  go  to  trail  before  the  end  of  2003.

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

     No  matters  were  submitted to a vote of the Company's stockholders during
the  fourth  quarter  of  the  fiscal  year  covered  by  this  report.

PART  II.

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

MARKET  INFORMATION

     The  common stock of the Company is traded on the Over the Counter Bulletin
Board under the symbol "IBII" and the range of closing bid prices shown below is
as reported by the this market place.  The quotations shown reflect inter-dealer
prices,  without retail mark-up, mark-down or commission and may not necessarily
represent  actual  transactions.


 For the Fiscal Year Ended June 30, Per Share Common Stock Bid Prices by Quarter
<TABLE>
<CAPTION>
                          2003               2002
                       High    Low        High    Low
<S>                  <C>     <C>        <C>     <C>
1st Quarter 09-30     0.010   0.002      0.009   0.008
2nd Quarter 12-31     0.004   0.001      0.014   0.008
3rd Quarter 03-31     0.002   0.001      0.007   0.007
4th Quarter 06-30     0.004   0.001      0.013   0.008
</TABLE>

HOLDERS  OF  COMMON  EQUITY

     As  of June 30, 2003 there were 607 shareholders of record of the Company's
Common  Stock.

DIVIDENDS

     The Company issued the following dividend during the fiscal year ended June
30,  2003:


                                        7
<PAGE>

     On  June  17,  2002,  the  Company announced the sale of Aces Optics to CRT
Corp.  for 2,000,000 shares of CRT restricted stock valued at $1.00 a share, the
dividend  was  to  be  based  on  one  share of CRT Corp. per 100 shares of post
reverse  split  shares of the Company.  On July 8 the Company announced that the
record  date  of  July 17, 2002 for the shareholders to receive the dividend. On
July  18,  2002  the Company announced the date of distribution to be August 30,
2002.  By  September 15, the Transfer agent was working with DTC to complete the
issuance  of  the  divided  CRT  Corp.  restricted  to  its  shareholders.

EQUITY  SECURITIES  SOLD  WITHOUT  REGISTRATION

     The  Company made the following sales of unregistered securities during the
fiscal  year  ended  June  30,  2003; 40,000,000 shares of restricted 144 common
stock  were  issued as per agreement to repurchase 149,283 shares of PMCC common
stock  previously  sold  to  an  investor  in  July  of 2000. The agreement also
provided  for  the  issuance  of  560,000  shares  of  DCM  Enterprises.

     No  commissions  or  fees were paid in connection with these sales.  All of
the  above sales were undertaken pursuant to the limited offering exemption from
registration  under  the  Securities  Act  of 1933 as provided under Rule 506 of
Regulation  D  by  the  fact  that:

     -  the  sales  were made to sophisticated investors as defined in Rule 502;

     -  the  information  specified  in  paragraph  (b)2(ii)(B)  and  paragraph
(b)(2)(ii)(C)  of  this  section  was  provided  to  each  investor;

     -  the  Company  gave  each  purchaser the opportunity to ask questions and
receive  answers  concerning  the  terms  and  conditions of the offering and to
obtain  any  additional information which the Company possessed or could acquire
without  unreasonable effort or expense that is necessary to verify the accuracy
of  information  furnished;

     - at a reasonable time prior to the sale of securities, the Company advised
the purchasers of the limitations on resale in the manner contained in paragraph
Rule  502(d)2  of  this  section;

     -  neither  the  Company  nor  any  person  acting  on  its behalf sold the
securities  by  any  form  of  general  solicitation or general advertising; and

     -  the  company  exercised reasonable care to assure that the purchasers of
the  securities  are not underwriters within the meaning of section 2(11) of the
                                                            -------------
Securities  Act  of  1933  in  compliance  with  Rule  502(d).


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

  SELECTED  FINANCIAL  DATA

     The  selected financial data for the years ended June 30, 2003, 2002, 2001,
2000, and 1999, are derived from the audited financial statements of the Company
and should be read in conjunction with the audited financial statements included
herein.  These  are  restated  based upon the change in revenue recognition. See
Note  2  of  the footnotes to the financial statements titled "Change in Revenue


                                        8
<PAGE>

Recognition".  The  change  only impacted the stated "Revenues" and not the "Net
income".

STATEMENT  OF  OPERATIONS  DATA:
<TABLE>
<CAPTION>
(in thousands)                                                       Year End June 30
                                                  2003       2002          2001          2000         1999
-------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>            <C>           <C>          <C>
Revenues                                         $  779     $5,895         $7,206        $2,332       $  141
Cost of revenue                                      45         37            307         1,098            2
Net operating income (loss)                      (3,815)    (1,432)           107        (2,665)         (82)
Net other income and expense                     (  903)     1,005            687            44        2,250
Net income (loss)                                (4,718)    (  426)           794        (2,596)       2,168
Per common share  net                              (.05)    (  .01)           nil           nil         0.01
Weighted average                                103,274     29,106        250,907       189,580      164,550
shares outstanding
</TABLE>


BALANCE SHEET DATA:
<TABLE>
<CAPTION>
(in thousands)                                                       Year End June 30
                                                  2003       2002          2001          2000         1999
-------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>            <C>           <C>          <C>
Current assets                                        1        375          7,661         4,826          395
Fixed assets                                      2,647      3,419          4,413         3,459            0
Total assets                                      2,648      5,795         12,074         8,932        4,015
Current liabilities                               1,303        631          6,902         3,602           30
Long-term debt                                      976        576          1,168           204            0
Shareholders' equity (deficiency)                   369      4,587          4,004         5,139        3,985
</TABLE>

The  Company  paid  a  dividend  in  the  2nd  Quarter  of  Fiscal  2003

The  following  discussion  should  be  read  in  conjunction with the financial
statements  of the Company and notes thereto contained elsewhere in this report.

RESULTS  OF  OPERATIONS

(A)               COMPARISON  OF  YEAR  TO  YEAR

(1)     FISCAL  2003  COMPARED  TO  FISCAL  2002

     The Company's revenues for the twelve-month period ended June 30, 2003 of $
778,784 decreased approximately 132.1% when compared with revenues $5,895,586 of
in the prior year.  The decrease in revenue is due to the following reasons; ISP
loss  of revenue from the dial-up, due to attrition and the Company not actively
seeking  additional  dial-up  accounts,  hosting and web design account due to a
vast  number  of  clients  either  going  out  of  business and or reducing it's
expenditures  for  internet related activities. Due to these reasons the Company
closed these operations to reduce the losses.  The mortgage loan division ceased
operation  is  December  2001 and therefore did not generate revenue during this
fiscal  year.  The  direct  marketing  division  continues to loss money and the


                                        9
<PAGE>

associated  cost  of  corporate  operations produced the net loss for the fiscal
year, therefore this operation was also closed. The only other source of revenue
for  the  Company  was from the sale of a depreciated asset that occurred in the
second  quarter  of  this  fiscal  year.

The  resulting  loss  for  the  twelve-month  period  ended  June  30,  2003  of
($4,718,298)  was  a  significant  increase  when  compared  to  the  losses  of
($426,221)  reported  for the year ended June 30, 2002. One major contributor to
the  increased  losses  that  have  occurred  was  due  to  the  closing down of
operations  and  the  increase  costs  associated  with  those  closures.

     (2)     FISCAL  2002  COMPARED  TO  FISCAL  2001

     Revenues  for  the  twelve-month  period  ended June 30, 2002 of $5,895,586
decreased  approximately  18.2% when compared with revenues $7,206,667 of in the
prior  year.  This  revenue decrease is due to the Company's ISP loss of revenue
for  the  following  reasons; from the dial-up, due to attrition and the Company
not actively seeking additional dial-up accounts, hosting and web design account
due  to  a  vast  number of clients either going out of business and or reducing
it's  expenditures  for  internet  related  activities.  The  mortgage  loan
originations increased in revenue and reported a profit for the year even though
the  mortgage  lending  division only operated through the end of December 2001.
Even  with those factor both the ISP and the Mortgage division reported a profit
for  those  divisions. The direct marketing division continues to loss money and
the associated cost of corporate operations produced the net loss for the fiscal
year.

The resulting loss for the twelve-month period ended June 30, 2002 of ($426,221)
was  a significant decrease when compared to the net income of $793,517 reported
for  the year ended June 30, 2001. An additional $1,005,970 profit generate form
the  sale  of the e-commerce division which reduced the loss for the year and is
outside the norm of revenue sources for the Company and is not representative of
on  going  source  of  revenue  for  the  Company.

     (3)     FISCAL  2001  COMPARED  TO  FISCAL  2000

     Revenues  for  the  twelve-month  period  ended June 30, 2001 of $7,206,667
increased  approximately 308.7% when compared with revenues of $2,332,848 in the
prior year.  This revenue increase is due to the Company's ISP and mortgage loan
originations  increase in revenue. The ISP wireless division demand for services
and  the  increase  in web hosting and design, along with low interest rates for
mortgage  loans.  The  mortgage interest rates since March 2001 have remained in
the  range of 6% to 7% though the beginning of September 2001 and it is expected
that rates will remain in this range throughout the end of 200. It must be noted
that  prime  interest  rates  are  beyond  the  Company's control.  It is widely
acknowledged  that  low  rates encourage consumers to take out mortgages for the
purchase  of homes and this condition has impacted our business favorably. Aside
from  lower interest rates, several other factors contributed to the increase in
mortgage  loans:

(A)  The  on-line  lending division increased their amount of Internet marketing
over  last  year. This change contributed to a lower cost of sales and increased
the  total  audience  that  viewed  their  ads.


                                       10
<PAGE>

(B)  The  online  lending  division incorporated new Loan Application Management
software  to  automate loan applications. The result was higher productivity per
customer  sales  representative  and  faster  loan  approval  /  decline  times.

(C)  The  online  lending  division  employed  a Direct Underwriting System. The
division  enjoyed  quicker  approval  times  due  to  this  system.

Other  factors  that  contributed  to  the  increase  in  revenue  include:

(A)  The  Company's  subsidiary  ISP  division began operations of BeyonDSL (its
wireless  Internet service provider) in April 2000. We began to reach a critical
mass  of  customers  in  this  fiscal  year's  reporting  period.

(B)  LA  Internet  integrated an automated billing system into their operations.
This  allowed  us  more  timely  and  comprehensive  statements.

(C) Our eCommerce division added a number of high-ticket products and sales were
better  than  expected.

(D)  Our  Direct marketing division began marketing an additional offer our long
distance  savings  product.

     Selling,  general and administrative expenses for the 2001 fiscal year of $
5.92  million  were  an  increase  222%  over the  $3.1 million for the previous
fiscal year 2000. The Company invested in a number of infrastructure and systems
upgrades  in  order  to  automate  key  business functions. The upgrades came at
substantial  costs  but  were  off  set  by  the  increase  in  revenues.

The resulting profit for the twelve-month period ended June 30, 2001 of $106,908
was  a  significant  increase when compared to the loss of ($2,596,444) reported
for  the  year  ended June 30, 2000. An additional $686,608 profit generate form
the sale of a company investment in stock is outside the norm of revenue sources
for  the Company and is not representative of on going source of revenue for the
Company.

     (4)     FISCAL  2000  COMPARED  TO  FISCAL  1999

     Revenues  for  the  twelve-month  period  ended June 30, 2000 of $2,332,848
increased  approximately 1,658.7% when compared with revenues of $140,641 in the
prior  year.   This  revenue  increase  is  due  to the acquisitions made by the
Company  since  the  end  of  its  last  fiscal  year.

     General  and  administrative  expenses  for  the  2000  fiscal  year  were
approximately 378% greater then those of fiscal year 1999 due to the increase of
operations  of  the  Company.

     The  resulting  net loss after taxes for the twelve-month period ended June
30,  2000 was $2,596,444 versus a reported loss for the year ended June 30, 1999
of  $81,836.  This loss primarily resulted from the acquisitions and investments
made  in  the  fourth  quarter  of  this  fiscal  year.


                                       11
<PAGE>

(B)     COMPARISON  BY  SEGMENT

     In  accordance  with  SFAS  No.  131,  "Disclosure  about  Segments  of  an
Enterprise  and  Related Information," management had determined that there were
three  reportable  segments,  (all of which have ceased operations in the fourth
quarter  for fiscal year ended June 2003), based on the customers served by each
segment: Full service internet service provider (ISP), mortgage banking business
(which  ceased  operation  during  the  fiscal  year  ended  June  2002),  and
business-to-consumer  ("B2C")  provider  primarily consisted direct marketing of
the  Companies  services and products. Such determination was based on the level
at which executive management reviews the results of operations in order to make
decisions  regarding  performance  assessment  and  resource  allocation.

     Certain  general expenses related to advertising and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are included in "other" in the reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies (see Note 1).

INFORMATION  ON  REPORTABLE  SEGMENTS  IS  AS  FOLLOWS:
<TABLE>
<CAPTION>
                                              FISCAL  YEAR  ENDED
                                            JUNE 30,      JUNE 30,
                                              2002          2001
--------------------------------------------------------------------
<S>                                      <C>           <C>
FULL-SERVICE ISP
  Net sales                               $   657,096   $ 3,437,011
  Operating income                        $(2,093,562)  $   290,448
MORTGAGE LOAN ORIGINATIONS HELD FOR RESALE
  Net sales                               $         0   $ 1,845,991
  Operating income                        $         0   $    17,358
MARKETING (B-TO-B/C)
  Net sales                               $     1,688   $     9,973
  Operating income                        $   (71,355)  $  (372,019)
OTHER
  Net income                              $   120,000   $   602,611
  Unallocated expense                     $(2,553,381)  $  (362,008)
TOTAL
  Net sales                               $   778,784   $ 5,895,586
  Operating income                        $(4,718,298)  $  (426,221)
</TABLE>

     (1)  ISP:  The  results  for the ISP segment for the fiscal year ended June
2003  of  $657,096 is a sharp decrease of approximately 191.2 % when compared to
the  same  period  ended  June  of  $3,437,011. The decrease is due to a loss of
customer  base  and  other  related  factor that have been occurring during this
fiscal  year  and  resulted  in  the  closures  of  the ISP segment. The loss of
($2,093,562)  for  the same period a significant decrease for the same period of
the  previous  fiscal  year,  which  reported  profits  of  $  290,448.

     (2)  MORTGAGE  LOANS:  Since  this division is currently not doing business
there  will  be  comparative  analysis  of  the  previous  results.

     (3)     MARKETING:  The  results  for  the Marketing segment for the fiscal
year  ended  June  2003 was a non functioning segment and the losses reported of
($71,355)  were  due to the fixed expenses of its current location. The previous


                                       12
<PAGE>

years losses of ($372,019) were significantly higher because of increased staff,
the fixed cost were constant during both periods. This segment was closed by the
fiscal  year  ended  June  30,  2003.

     (4)  OTHER:  During  the previous fiscal year ended June 2002 revenues were
from service charges that were generated from marketing services provided by the
Company  to  clients.  Due  to economic conditions these services were no longer
requested  and  therefore  no  revenue  was generated from those activities. The
revenue  for  the fiscal year ended June 2003 was from the sale of a depreciated
asset,  the  $120,000  was  the net profit from that sale. The ($902,935) of the
losses  reported  were  due  to  a stock dividend issued and the repurchase PMCC
stock  sold  to  an investor in the first quarter of fiscal year ended 2001. The
major  balance  of  the  losses of the ($3,815,298) were due the closing down of
operations  and  relocation  of offices and equipment of $348,535 are due to the
expenses  incurred  in  maintaining  its  current  offices  located  in  Carson,
California.

INFLATION

     The  moderate  rate  of  inflation  over  the  past  few  years  has had an
insignificant impact on the Company's sales and results of operations during the
period.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Net  cash  provided by operation of $1,389   twelve-month period ended June
30,  2003  was a significant reduction in cash when compared to the cash balance
of  $60,315  for  the  twelve-month  period  ended June 30, 2002. The Company is
currently  seeking  alternative  sources of capital to so the Company can resume
operations  which  if  are  not  available  the  Company  may  cease  operations
completely.

CAPITAL  EXPENDITURES

     There  were  no  capital  expenditures  during  the  2003  fiscal  year.

NET  OPERATING  LOSS  CARRY  FORWARDS

     For the fiscal year ended June 30, 2003, the Company had net operating loss
carry  forwards  for  federal and state purposes of approximately $4,718,298 and
$2,406,332  respectively.  These  carry forwards begin to expire in 2015and 2005
respectively.

FORWARD  LOOKING  STATEMENTS

     The  foregoing  Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  contains  "forward  looking statements" within the
meaning  of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6
under  the  Securities  Act of 1934, as amended, including statements regarding,
among  other  items,  the Company's business strategies, continued growth in the
Company's markets, projections, and anticipated trends in the Company's business
and  the  industry  in  which  it  operates.  The  words  "believe,"  "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking  statements.  These forward-looking statements are based largely
on  the  Company's  expectations  and  are  subject  to  a  number  of risks and
uncertainties,  certain  of which are beyond the Company's control.  The Company


                                       13
<PAGE>

cautions  that  these statements are further qualified by important factors that
could  cause  actual  results  to  differ  materially  from those in the forward
looking  statements,  including, among others, the following: reduced or lack of
increase  in  demand  for the Company's products, competitive pricing pressures,
changes  in  the  market price of ingredients used in the Company's products and
the  level  of expenses incurred in the Company's operations.  In light of these
risks  and  uncertainties,  there  can  be no assurance that the forward-looking
information  contained  herein  will  in fact transpire or prove to be accurate.
The  Company  disclaims  any  intent  or  obligation  to update "forward looking
statements."

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Market  risk generally represents the risk of loss that may result from the
potential  change  in the value of a financial instrument due to fluctuations in
interest  rates.  Market  risk is inherent to both derivative and non-derivative
financial  instruments,  and accordingly, the scope of the Company's market risk
management  includes  all  market  risk  sensitive  financial  instruments.

      The  Company  uses several tools and risk management strategies to monitor
and  address  interest  rate  risk.  Such tools allow the Company to monitor and
evaluate  its  exposure  to  these  risks  and to manage the risk profile of its
residual  interest  portfolio  in  response  to  changes  in  the  market  risk.

      The Company measured the sensitivity of the current value of cost of funds
(Prime  Rate  plus  1.5%)  to changes in the mortgage interest rate (bond market
plus  1.5%)  that  the  Company charges on funded loans, which is reflected with
changes  in interest rates.  The difference in the cost of funds versus the rate
the  Company  funded the mortgage loans could have benefited the company because
the cost of funds was less the mortgage interest rate, or the Company could loss
money  if  the  cost  of  funds  was  more  than  the  mortgage  interest  rate.

The  following  table  summarizes the sensitivity analysis of change in the fair
value  of  our  cost of funds as compared to the residual interests as of   June
30,  2002  and  June  30,  2001:

<TABLE>
<CAPTION>
                       CHANGE IN FAIR VALUE AS OF:
                          JUNE 30,    JUNE 30,
                            2002       2001
<S>                        <C>     <C>
Prime Rate. . . . . . . .  4.750%     6.750%
Our Cost of Funds . . . .  1.500%     1.500%
                           ------  ---------
 Total. . . . . . . . . .  6.250%     8.250%

Bond Market . . . . . . .  4.800%     5.331%
Consumer Cost of Funds. .  1.500%     1.500%
                           ------  ---------
Total . . . . . . . . . .  6.300%     6.831%

Net Impact Benefit (Loss)  0.050%   (1.419)%
</TABLE>

ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.

     Financial  statements  as  of and for the fiscal years ended June 30, 2003,
2002,  and  2001  (restated)  are presented in a separate section of this report
following  Signatures.


                                       14
<PAGE>

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

     Not  applicable.

PART  III.

ITEM   9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY.
Directors  and  Executive  Officers

     The  names,  ages,  and respective positions of the directors and executive
officers  of  the  Company  are set forth below.  The Directors named below will
serve until the next annual meeting of the Company's stockholders or until their
successors  are  duly  elected  and have qualified.  Directors are elected for a
one-year  term  at  the  annual stockholders' meeting.  Officers will hold their
positions  at  the  will  of  the  board  of  directors,  absent  any employment
agreement,  of  which none currently exist or are   contemplated.   There are no
arrangements,  agreements  or understandings between non-management shareholders
and  management  under  which  non-management  shareholders  may  directly  or
indirectly  participate in or influence the management of the Company's affairs.
There  are  no  legal  proceedings  involving  the officers and directors of the
Company.

 (A)     ALBERT  R.  REDA,  CHIEF  EXECUTIVE  OFFICER/SECRETARY/DIRECTOR.

     Mr.  Reda,  age  57, was appointed a Director, Chief Executive Officer, and
Secretary  of  the  Company in November 1998. From 1996 to 1998, he was employed
with CRT Corporation as Vice President in charge of production for manufacturing
frozen  food  products.  For  the  period  of  1994  to  1995,  Mr.  Reda  was
self-employed  in  the  financial lending area, buying and selling loans between
individuals  and institutions.  Mr. Reda received his Bachelor of Science Degree
from  California  State  University,  Long  Beach,  with a major in engineering.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

     Section  16(a) of the Securities Exchange Act of 1934 does not apply to the
Company  since  it  is  a  reporting company under Section 15(d) under that Act.

ITEM  10.  EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE
<TABLE>
<CAPTION>
     ANNUAL COMPENSATION     LONG-TERM COMPENSATION
 AWARDS      PAYOUTS
     NAME AND           FISCAL          SALARY       BONUS       OTHER        RESTRICTED   SECURITIES     LTIP     ALL OTHER
    PRINCIPAL           YEAR             ($)          ($)        ANNUAL        STOCK       UNDERLYING   PAYOUTS   COMPENSATION
     POSITION                                                 COMPENSATION     AWARD(S)     OPTIONS/      ($)         ($)
                                                             ($) (3) (4) (5)     ($)         SARS
                                                                                              (#)
<S>                 <C>               <C>        <C>         <C>            <C>          <C>          <C>         <C>
Louis Cherry,. . .          2003             0           0              0         0             0           0             0
(President/. . . .          2002     $ 120,000           0              0         0             0           0             0
Treasurer (1). . .          2001     $ 240,000           0     $    9,600         0             0           0             0

Albert Reda, . . .          2003       180,000           0              0         0             0           0             0
Chief Executive. .          2002     $ 120,000           0              0         0             0           0             0
Officer/Secretary.          2001     $ 240,000           0     $    9,600         0             0           0             0
(2)

Wade Whitely,. . .          2003             0           0              0         0             0           0             0
Executive Vice . .          2002      $ 72,000           0              0         0             0           0             0
President (1). . .          2001        96,000           0              0         0             0           0             0

</TABLE>


                                       15
<PAGE>

(1)  In  June  of  2002  Mr. Whitley resigned as Director of the Corporation, in
     July  of  2002  Mr.  Cherry  resigned  as  Officer  and  Director.

(2)  In  July of 2002 the company issued a note to Mr. Reda for the wages due to
     currently  and for the fiscal year ended June 2003. A new note was executed
     for  the  wages of fiscal years of June 2004. At present the note including
     the  end  of  Septembers  2003 is for $315,000. This covers January of 2002
     through  September  2003

(3)  On April 4, 2000, the Company issued 10,000,000 shares of restricted common
     stock  of  the  Company  each  to Mr. Cherry and Mr. Reda. These shares are
     intended  to  compensate  these Directors for their services to the Company
     for  the  period of November 1998 through October 1999, during which period
     neither person received any compensation from the Company. Pursuant to Item
     402(b)(2)(iii)  of  Regulation  S-K,  these  shares  are valued at the fair
     market value at the end of each calendar month during that period when such
     compensation  was  earned.

(4)  On  August  15,  2001,  the  Company  issued 7,750,000 shares of restricted
     common  stock  of  the  Company  each  to  Mr.  Cherry  and Mr. Reda (these
     issuances  are  not  shown in the chart above since they occurred after the
     end  of  the  2001  fiscal  year). These shares are issued as part of their
     employment  contracts.  These  shares  were valued at $131,750. Pursuant to
     Item  402(b)(2)(iii) of Regulation SK, these shares were valued at the fair
     market  value at the time they were issued. These shares were canceled when
     a  change  in  revenue  recognition  occurred.

(5)  Effective  July  2000,  Mr.  Cherry  and Mr. Reda receive car allowances of
     $800.00  per  month.  The  car  allowance  ceased  effective June 30, 2001.

Other  Compensation.

     There  are  no  annuity,  pension  or  retirement  benefits  to  be paid to
officers,  directors,  or employees of the Company in the event of retirement at
normal retirement date, as there is no existing plan provided for or contributed
to  by  the  Company.

No  remuneration  is  to  be  paid  in  the future directly or indirectly by the
Company to any officer or director since no existing plan that provides for such
payment,  including  a  stock  option  plan.

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

The following table sets forth information regarding the beneficial ownership of
shares  of  the  Company's  common  stock  as of September 24, 2003, 178,273,603
shares  were  issued  and outstanding, of which 42,839,607 are restricted by (i)
all stockholders known to the Company to be beneficial owners of more than 5% of
the  outstanding  Common  Stock; (ii) each director; and (iii) all directors and
executive  officers  of the Company individually and as a group (each person has


                                       16
<PAGE>

sole  voting  power  and sole dispositive power as to all of the shares shown as
beneficially  owned  by  them):

<TABLE>
<CAPTION>
TITLE OF CLASS          NAME AND ADDRESS OF                    AMOUNT OF
                         BENEFICIAL OWNER                  BENEFICIAL OWNERSHIP         PERCENT OF CLASS
--------------------------------------------------------------------------------------------------------
<S>                      <C>                             <C>
                         National Cash (1)
Common Stock. . . . . .  P.O. Box 6957                              40,000,000                22.5%
                         Stateline, NV 89449
--------------------------------------------------------------------------------------------------------
                         Albert Reda Corp. (2)
Common Stock. . . . . .  3900 Birch St, Suite 103,
                         Newport Bch, Calif. 92660                   1,000,000                  .561%
--------------------------------------------------------------------------------------------------------
                         Albert R. Reda,
Common Stock. . . . . .  3900 Birch St, Suite 103,
                         Newport Bch, Calif. 92660                     156,609                  .009%
--------------------------------------------------------------------------------------------------------

Common Stock. . . . . .  Shares of all directors and executive
                          officers as a group (1 persons)            1,156,609                  .57%
</TABLE>

(1)  These restricted shares were issued as part of the stock repurchase of PMCC
     stock.  The  voting  rights  remain  with  the  directors.

(2)  Albert  Reda  Corp. is a corporation controlled by Albert Reda, which holds
     shares  issued  as  compensation for services performed by Mr. Reda for the
     Company.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     Other  than  as  set forth below, during the past two years, there have not
been  any  transaction  that have occurred between the Company and its officers,
directors,  and  five  percent  or  greater  shareholders.

(a)     On  January  1, 2000, Mr. Reda entered into an employment agreement with
the  Company for the position of Chief Executive Officer.  The following are the
material  terms  of  this  agreement:

     (1)  A  salary  of  $180,000.00,  payable  in  semi-monthly installments in
          accordance  with  the  Company's  practices,  less  normal  payroll
          deductions.  On  the  anniversary date of each year through the fourth
          year,  the  salary  each  is  increased  by  $1,000  per  month.

     (2)  This  agreement  was  changed to the $180,000 per annum effective July
          2002  retroactive  to January 1, 2002. Based upon a note issued to Mr.
          Reda  to cover the amounts due per this employment agreement, the term
          of  the  agreement  was  also  extended  till  January  2007.

     (3)  In addition to this compensation, the Company will periodically review
          Mr.  Reda's  performance  and  services rendered with a view to paying
          discretionary  bonuses  based  upon  above-average  or  outstanding
          performance  for  a  prior  period.  Any  such bonuses approved by the
          Company  will be paid to Mr. Reda within 30 days of the grant thereof.
          The  following  performance  milestones  shall  justify the particular
          restricted  stock  bonuses,  to be issued by the company, as set forth
          below:

          (A)  At  $2  million  in  sales,  500,000  shares  of  common  stock.


                                       17
<PAGE>

          (B)  At  $3  million  in  sales,  800,000  shares  of  common  stock.

          (C)  At  $5  million  in  sales,  1,000,000  shares  of  common stock.

          (D)  At  $8  million  in  sales,  2,000,000  shares  of  common stock.

          (E)  At  $10  million  in  sales,  2,500,000  shares  of common stock.

          (F)  At  $12  million  in sales, 3,000,000 shares of restricted common
               stock.

     (4)  In  addition  to the Salary and bonuses stated above, Mr. Reda will be
          eligible  to  participate  in  a  health  insurance  plan,  including
          dependent  coverage,  supplied  by  the Company. Mr. Reda will also be
          entitled  to  participate  in  any  and  all  group  life,  workers'
          compensation,  health  plan  or  accidental  insurance plans which are
          adopted  by  the  Company  for  the  benefit  of executive officers or
          employees.  Mr. Reda will also be entitled to such sick leave and paid
          holidays  and  to such other perquisites of employment, as customarily
          are  extended  by  the  Company to executive officers or employees. In
          addition,  Reda  will  also  be  entitled  to  vacation  benefits.


ITEM  13.  EXHIBITS,  REPORTS  ON  FORM  8-K, AND INDEX TO FINANCIAL STATEMENTS.

EXHIBITS.

Exhibits included or incorporated by reference in this document are set forth in
the  Exhibit  Index.

REPORTS  ON  FORM  8-K.

     No  reports  on  Form  8-K were filed during the last quarter of the fiscal
year  covered  by  this  report.

INDEX  TO  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>
                                                                      Page
--------------------------------------------------------------------------
<S>                                                                    <C>
Report of Independent Accountant. . . . . . . . . . . . . . . . . . .  F-1

  Consolidated Balance Sheets as of
  June 30, 2003 and June 30, 2002 . . . . . . . . . . . . . . . . . .  F-2

  Consolidated Statements of Operations for the years ended
  June 30, 2003, June 30, 2002, and June 30, 2001 . . . . . . . . . .  F-3

Consolidated Statement of Stockholders' Equity
  for the years ended June 30, 2003, June 30, 2002, and June 30, 2001  F-4

  Consolidated Statements of Cash Flows for the years ended
June 30, 2003, June 30, 2002, and June 30, 2001 . . . . . . . . . . .  F-5

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

</TABLE>


                                       18
<PAGE>

ITEM  14.  CONTROLS  AND  PROCEDURES.

(a)  Evaluation  of  disclosure  controls  and  procedures.

The  Registrant carried out an evaluation of the effectiveness of the design and
operation  of  its  disclosure  controls  and procedures pursuant to Rule 13a-14
under the Securities and Exchange Act of 1934 ("Exchange Act").  This evaluation
was  done  under  the  supervision  and  with  the
participation  of the Registrant's President and Chief Financial Officer.  Based
upon  that  evaluation, they concluded that the Registrant's disclosure controls
and  procedures are effective in gathering, analyzing and disclosing information
needed  to  satisfy  the  Registrant's disclosure obligations under the Exchange
Act.

(b)  Changes  in  internal  controls.

There  were  no  significant changes in the Registrant's internal controls or in
its factors that could significantly affect those controls since the most recent
evaluation  of  such  controls.


                                       19
<PAGE>

                                   SIGNATURES

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

INTERNET  BUSINESS'S  INTERNATIONAL,  INC.

/s/  Albert  R.  Reda
---------------------
Albert  R.  Reda
Chief  Executive  Officer,  Secretary
Dated:  October 8,  2003


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

/s/  Albert  R.  Reda
Albert  R.  Reda
Chief  Executive  Officer,  Secretary,  and  Director
October 8,  2003


                                       20
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANT

To  the Board of Directors and Stockholders ofInternet Business's International,
Inc.
We  have  audited  the  accompanying  consolidated  balance  sheets  of Internet
Business's International, Inc. and Subsidiaries as of June 30, 2003 and 2002 and
the  related  consolidated  statements  of operations, shareholders' equity, and
cash  flows  for  the  years  then  ended.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Internet Business's
International,  Inc.  and  Subsidiaries  as  of  June  30, 2003 and 2002 and the
results  of  their  operations  and their cash flows for the years then ended in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  described  in Note 6 to the
financial  statements, conditions exists which raise substantial doubt about the
Company's  ability  to continue as a going concern unless it is able to generate
sufficient  cash  flows  to meet its obligations and sustain its operations. The
financial  statements  do not include and adjustments that might result from the
outcome  of  this  uncertainty.



By:  /s/ Henry Schiffer
-----------------------
Beverly  Hills,  California
Date:  October 8, 2003


                                      F-1
<PAGE>

                     INTERNET BUSINESS'S INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>


                                                                              JUNE  30,     JUNE  30,
                                                                                2003          2002
                                                                            ------------  ------------

                                               ASSETS
<S>                                                                         <C>           <C>
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .  $     1,389   $    60,315
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . .            0       166,866
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            0        57,468
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . .            0        90,820
                                                                            ------------  ------------

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,389       375,469

Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . .      940,930     1,957,822

Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . .      554,692     1,462,199

Investment in unconsolidated companies . . . . . . . . . . . . . . . . . .    1,151,332     2,000,000

  Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,648,343   $ 5,795,490
                                                                            ============  ============

                           LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   403,821   $   496,790
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .      783,370        56,624
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . .      115,430        23,960
Deferred revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            0        54,096
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . .            0             0
                                                                            ------------  ------------

Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . .    1,302,621       631,470

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      976,469       576,469
                                                                            ------------  ------------

      Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,279,090   $ 1,207,939

Stockholders' equity (deficit):
Preferred stock, par value$.001(03) and $100.00 (02) per share;
  10,000,000 (03) and 1,000,000 (02) shares; 0 authorized
  and 0 issued and. outstanding at June 30, 2003 and 2002, respectively. .            0             0
Common stock, par value $0.01 per share; 349,000,000 shares authorized;
  38,273,603 issued as of June 30 2002 Common stock par value $.001
  per share; 2,000,000,000 authorized and 178,273,603 shares issued
  and outstanding as of June 30, 2003. . . . . . . . . . . . . . . . . . .      178,274       382,736
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .    6,918,576     6,214,114
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .   (6,727,597)   (2,009,299)
                                                                            ------------  ------------

Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . .      369,253     4,587,551
                                                                            ------------  ------------

        Total liabilities and stockholders' equity . . . . . . . . . . . .  $ 2,648,343   $ 5,795,490
                                                                            ============  ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-2
<PAGE>

                    INTERNET BUSINESS'S INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001

<TABLE>
<CAPTION>


                                             JUNE  30,      JUNE  30,     JUNE  30,
                                               2003           2002          2001
                                           -------------  ------------  ------------
<S>                                        <C>            <C>           <C>
Revenues. . . . . . . . . . . . . . . . .  $    778,784   $ 5,895,586   $  7,206,667

Costs and expenses:
Cost of revenues. . . . . . . . . . . . .        45,000        37,648        165,325
Selling, general and administration . . .     2,629,324     5,240,070      6,063,590
Depreciation and amortization . . . . . .     1,919,823     2,050,059        870,844
                                           -------------  ------------  ------------
    Total costs and expenses. . . . . . .     4,594,147     7,327,777      7,099,759
                                           -------------  ------------  ------------
Loss from operations. . . . . . . . . . .    (3,815,363)   (1,432,191)       106,908

Other income (expense). . . . . . . . . .      (902,935)    1,005,970        686,609
                                           -------------  ------------  ------------

Income (loss) before income taxes . . . .    (4,718,298)

Income taxes (benefit). . . . . . . . . .             0             0              0
                                           -------------  ------------  ------------


Net income (loss) . . . . . . . . . . . .  $ (4,718,298)  $  (426,221)  $    793,517
                                           =============  ============  ============

Net loss (income) per common share. . . .          (.05)         (.01)  nil

Weighted average number of common shares
  outstanding . . . . . . . . . . . . . .   103,273,603    29,106,936    250,907,333
</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                      F-3
<PAGE>

                    INTERNET BUSINESS'S INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001
<TABLE>
<CAPTION>

                                                 JUNE  30,     JUNE  30,     JUNE  30,
                                                   2003          2002          2001
                                               ------------  ------------  ------------
<S>                                            <C>           <C>           <C>
Preferred stock:
  Balance, beginning of year. . . . . . . . .  $         0   $         0   $         0
  Preferred stock issued. . . . . . . . . . .            0             0             0
                                               ------------  ------------  ------------

Balance, end of year. . . . . . . . . . . . .            0             0             0
                                               ------------  ------------  ------------

Common stock:
Balance, beginning of year. . . . . . . . . .      382,736     2,672,360     2,211,151
Common stock issued . . . . . . . . . . . . .      400,000       155,000       461,209
Stock reverse 1 for 10. . . . . . . . . . . .            0    (2,544,624)            0
Par value change from $.01 to $.001 . . . . .     (704,462)            0             0
Common stock issued post (PV change/ reverse)      100,000       100,000             0
                                               ------------  ------------  ------------

Balance, end of year. . . . . . . . . . . . .      178,274       382,736     2,672,360
                                               ------------  ------------  ------------
Additional paid-in capital:
Balance, beginning of year. . . . . . . . . .    6,214,114     3,669,490     3,669,490
Stock reverse . . . . . . . . . . . . . . . .            0     2,544,624             0
Par value change. . . . . . . . . . . . . . .      704,462             0             0

Balance, end of year. . . . . . . . . . . . .    6,918,576     6,214,114     3,669,490
                                               ------------  ------------  ------------

Retained earnings (deficit):
Balance, beginning of year. . . . . . . . . .   (2,009,299)   (2,337,662)   (3,131,178)
Disposing of subsidiaries, net. . . . . . . .            0       754,584             0
Net (loss) income for the year. . . . . . . .   (4,718,298)     (426,221)      793,516
                                               ------------  ------------  ------------
Balance, end of year. . . . . . . . . . . . .   (6,727,597)   (2,009,299)   (2,337,662)
                                               ------------  ------------  ------------
Total stockholders' equity. . . . . . . . . .  $   369,253   $ 4,587,551   $ 4,004,188
                                               ============  ============  ============

</TABLE>

The  accompanying  notes  are  an  integral  part  of these financial statements


                                      F-4
<PAGE>

                    INTERNET BUSINESS'S INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001
<TABLE>
<CAPTION>


                                                      JUNE  30,     JUNE  30,     JUNE  30,
                                                        2003          2002          2001
                                                    ------------  ------------  ------------
<S>                                                 <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income. . . . . . . . . . . . . . . .  $(4,718,298)  $  (426,221)  $   793,516
  Adjustment to reconcile net (loss) income to net
    cash used by operating activities:
  Depreciation and amortization. . . . . . . . . .    1,919,823       732,706       870,844
  Reserve for loss on accounts and notes
    receivable . . . . . . . . . . . . . . . . . .            0             0       119,372
  Reserve for loss on mortgage loans receivable. .            0             0       100,000
  Changes in operating assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . .            0      (166,866)     (200,968)
    Inventories. . . . . . . . . . . . . . . . . .            0       (57,468)     (166,307)
    Mortgage loans receivable net. . . . . . . . .            0             0      (699,064)
    Prepaid expenses and other . . . . . . . . . .            0        90,820       106,092
        Accounts payable . . . . . . . . . . . . .      403,821       496,790       559,292
        Accrued liabilities. . . . . . . . . . . .      783,370        56,624        40,963
    Deferred revenues. . . . . . . . . . . . . . .            0        54,096        56,966
    Other current liabilities. . . . . . . . . . .            0       (23,960)      (14,048)
                                                    ------------  ------------  ------------

Net cash used in operating activities. . . . . . .   (1,611,284)      756,521     1,566,658
                                                    ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment. . . . . . .            0       (88,041)   (1,713,601)
    Businesses sale or purchase transactions,
    net of cash paid . . . . . . . . . . . . . . .            0       997,774       (26,250)
    Purchases of stock/intangible assets . . . . .     (194,068)            0       (85,506)
                                                    ------------  ------------  ------------

Net cash used in investing activities. . . . . . .     (194,068)      909,733    (1,825,357)
                                                    ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net repayment of credit lines. . . . . . . . . .      (92,969)            0      (125,116)
  Repayment of short-term borrowings . . . . . . .            0             0             0
  Net issuance of long-term debt . . . . . . . . .      400,000             0       964,792
  Net increase (decrease) of notes payable . . . .      726,746      (591,984)     (709,869)
  Collection of notes receivable . . . . . . . . .            0             0       654,009
  Preferred stock. . . . . . . . . . . . . . . . .            0             0    (2,390,000)
  Common stock/ issuance-reverse net . . . . . . .      712,649    (1,271,974)      461,209
                                                    ------------  ------------  ------------

Net cash provided by financing activities. . . . .    1,746,426    (1,863,958)   (1,144,975)
                                                    ------------  ------------  ------------

Net increase (decrease) in cash. . . . . . . . . .      (58,926)     (197,704)   (1,403,674)

Cash, beginning of year. . . . . . . . . . . . . .       60,315       258,019     1,661,693
                                                    ------------  ------------  ------------

Cash, end of year. . . . . . . . . . . . . . . . .  $     1,389   $    60,315   $   258,019
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-5
<PAGE>

                    INTERNET BUSINESS'S INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                FOR THE YEARS ENDED JUNE 30, 2003, 2002 AND 2001
<TABLE>
<CAPTION>


                                                                  JUNE  30,   JUNE  30,  JUNE  30,
                                                                    2003        2002       2001
                                                                ------------  ---------  ---------
<S>                                                             <C>           <C>        <C>
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . .            0           0   $142,406

Acquisition of Stock 2003/Businesses 2001:
  Fair value of:
    Stock 149,283 shares/Assets acquired . . . . . . . . . . .  $   194,068           0   $ 31,250
    Price Paid per Share/Liabilities assumed . . . . . . . . .     (560,000)          0          0
    Stock issued . . . . . . . . . . . . . . . . . . . . . . .      (54,267)          0     (5,000)
                                                                ------------             ---------
Net cash paid for acquisitions . . . . . . . . . . . . . . . .     (420,199)          0   $ 26,250
                                                                                          =========

Other Income/Expense
Disposition of Business
Sale of Depreciated Assets 2003/Atlas Capital Corporation 2002
      Book balance/purchase price. . . . . . . . . . . . . . .  $         0  $   30,000
  Sales price/Purchase of Atlas equipment. . . . . . . . . . .      120,000     (25,000)
                                                                ------------  ---------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . .  $   120,000  $    5,000

Sale of Assets of Global To Ace Optics
  Purchase of Equipment. . . . . . . . . . . . . . . . . . . .               $  246,000
  Due Affiliates from Payment. . . . . . . . . . . . . . . . .               $ (246,000)
                                                                              ---------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . .                        0

Sale of Ace Optics.
  Ace Optics purchase price. . . . . . . . . . . . . . . . . .               $2,000,000
  Due from Affiliates Credit . . . . . . . . . . . . . . . . .               $ (583,507)
                                                                              ---------
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . .               $1,416,493

Other offset
  Guarantee Capital Closing. . . . . . . . . . . . . . . . . .               $ (418,719)
  Other income net . . . . . . . . . . . . . . . . . . . . . .                    3,196
                                                                              ---------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $1,005,970

Retained Earnings Adjustments
  Atlas Capital Corporation. . . . . . . . . . . . . . . . . .               $  662,635
  Global Buying Group. . . . . . . . . . . . . . . . . . . . .                   51,796
  Ace Optics . . . . . . . . . . . . . . . . . . . . . . . . .                   40,153
                                                                              ---------
Net adjustment . . . . . . . . . . . . . . . . . . . . . . . .               $  754,584

Other Expense
    Stock Dividend issued. . . . . . . . . . . . . . . . . . .  $  (482,736)

</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-6
<PAGE>

                     INTERNET BUSINESS'S INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     NOTE  1.       SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     DESCRIPTION  OF  BUSINESS  AND  CHANGE  IN  CONTROL

Prior  to  December  31,  1997,  Internet  Business's  International,  Inc. (the
"Company")  was  in  the  food  product manufacturing business formerly known as
"International  Food  and  Beverage,  Inc.".  In November 1998, new stockholders
bought  majority  control  from  the  previous Chief Executive Officer through a
private  transaction.  Immediately  thereafter,  the former CEO resigned and the
new  stockholders  assumed  the executive management positions.  In December 31,
1998,  after  new  management  was  in  place, a decision was made to change the
Company's  principal  line  of  business from a manufacturing business to a high
technology  company.  In  connection  with  the  change in business, the Company
changed its name from International Food & Beverage, Inc. to Internet Business's
International,  Inc.,  and reincorporated the Company on December 8, 1998 in the
state  of  Nevada.  The  Company,  after  January  1,  1999 began plans to offer
Internet  based e-commerce services. In April of 1999, the Company announce it's
first  e-commerce  site  and  was  engaged  in  the  development,  operation and
marketing of a number of commercial The Company had two reporting divisions made
up of subsidiaries which were; wireless high speed Internet access in Las Vegas,
Nevada and Woodland, California, and direct Marketing until the end of June 2003
at  which  time  all operations ceased. The Company had three division to fiscal
year  end  of  June  2002 which were as follows: Lending on Line (which includes
real  estate  loans  and  equipment leasing), this division ceased operations in
June  of  2002,  Internet  Service  Provider (which includes a national Internet
access dial-up service, wireless high speed Internet access in Las Vegas, Nevada
and  Woodland,  California,  and  Internet  web  design and hosting), and Direct
Marketing.  The  Company  has one office in the US and less then 5 employees. At
present  the  Company  is  not  in  business.

BASIS  OF  PRESENTATION

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries.  Significant  intercompany  balances  and
transactions  are eliminated in consolidation. Affiliated companies in which the
Company  does not have a controlling interest are accounted for using the equity
method.

The  Company's  consolidated  financials included Global GPP subsidiary that the
Company  owned  80% of, during the time it operated. From March of 2000 to March
of  2001,  at which time Global GPP ceased operations. The financial information
were  included in the E Commerce section, of the Companies financials, until the
                      ----------
sale  of  Ace  Optics  in  the fourth quarter of this fiscal year ended June 30,
2002,  and  that  information is now included in the Other Income along with the
Companies  Other  activities.

USE  OF  ESTIMATES

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


                                      F-7
<PAGE>

Significant  estimates include allowances doubtful accounts and notes receivable
and  for  mortgage  loans  receivable.  Actual  results  could differ from those
estimates.

CHANGE  IN  REVENUE  RECOGNITION

Prior  to  July  1,  2001  the  revenue  for the Mortgage Division was booked as
follows: the mortgage loan amount funded by the Company was booked as revenue on
the date of funding. After that date, the net proceeds received from the sale of
the  mortgage  loan  were  booked  as revenue upon receipt of those funds by the
Company.  This has a significant impact on the revenue for the Company, but does
not  impact the net income (loss) for the Company. The financial statements were
revised  for  June  30,  2001,  and  the  companion figures for June 30, 2000 to
incorporate  the  changes  of  revenue  recognition  for  the Mortgage Division.

RECLASSIFICATIONS

Certain amounts in the prior year financial statements have been reclassified to
conform  to  the  current  year  classification.

CASH  AND  CASH  EQUIVALENTS

The Company considers all short-term, highly liquid investments with an original
maturity  date  of  three  months  or  less  to  be  cash  equivalents.

MORTGAGE  LOANS  HELD  FOR  SALE

Loans  held  for sale include originated mortgage loans intended for sale in the
secondary  market.  Loans  held  for sale are recorded at the lower of aggregate
cost  or  fair  value.

Interest  Accrual
Accrued  interest  ceases  upon  sale  of  the  Mortgage  Loan.

Allowance  for  Loan  Losses
The  allowance  for  loan  losses  represents  management's  estimate.

Balance  Sheet  will  provide  information  as  follows  (if  applicable):

Assets
Loans  held  for  sale                XXX
Allowance  for  loan  losses          XXX

SFAS  134  requires  mortgage-banking  enterprises  to  classify  securities  as
held-to-maturity,  trading,  or  available-for-sale,  depending  on the entity's
intent  and  ability to hold the securities.  If the mortgage banking enterprise
commits  to  sell a mortgage-backed security before or during the securitization
process,  the  entity  must  classify  the  security  as  trading.

PROPERTY  AND  EQUIPMENT

Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is generally three to
five  years for computers and computer related equipment and five to seven years
for  other  non-computer  furniture  and  equipment.  Leasehold improvements are
amortized  using  the  straight-line  method over the shorter of their estimated
useful  lives  or  the  term  of  the  lease,  ranging  from  one  to ten years.


                                      F-8
<PAGE>

INTANGIBLE  ASSETS

Intangible  assets  consist  primarily  of  acquired  customer  bases, long-term
marketing  agreements,  goodwill,  and  other  items.  Customer  bases  acquired
directly  are  valued  at  cost,  which  approximates  fair value at the time of
purchase.  When  material intangible assets, such as customer bases and goodwill
are  acquired  in  conjunction with the purchase of a company, IBII undertakes a
study  by  an  independent  third party to determine the allocation of the total
purchase  price to the various assets acquired and the liabilities assumed.  The
costs assigned to intangible assets are being amortized on a straight-line basis
over  the  estimated  useful  lives  of  the  assets,  which  is  36  months for
substantially all remaining intangible assets as of June 30, 2003.  Goodwill and
other  intangible assets are periodically reviewed for impairment to ensure they
are  appropriately  valued.  Conditions  that  may  indicate an impairment issue
exists include an economic downturn, changes in the churn rate of subscribers or
a  change  in the assessment of future operation.  In the event that a condition
is  identified  that  may indicate an impairment issues exists, an assessment is
performed  using  a  variety  of  methodologies,  including  cash flow analysis,
estimates  of  sales  proceeds  and  independent  appraisals.

ADDITIONAL  PAID  IN  CAPITAL

In  April  of 2003 the par value for the Company stock was changed from $.01 per
shares to $.001 per share at that time there were, 78,273,603 shares issued with
a par value of $.01 which equals  $782,736, the par value change to $.001 valued
those  shares  at  $78,274 the net difference of $704,462 is included in paid in
capital.

In  May  of  2002 a 1 share for 10 shares reverse became effective. This was the
first  part  of  a  Securities  Purchase  Agreement  in conjunction with a stock
registration.  The  Company  received  $120,000  as  a  loan to be paid with the
registration of stock during the fiscal year. Due to the price drop in the stock
after  the  reverse  occurred  the registration did not occur. The Loan proceeds
booked  as  long-term  debt.  The  stock reverse difference of shares issued and
outstanding is stated as additional paid in capital in the amount of $2,544,624.

By  the  end of March 2000, the Company issued an additional 7,000,000 shares of
the  Company's  common  stock,  in  a private placement to a qualified investor,
which  provided  to  the  Company  $3,382,560.

REVENUE  RECOGNITION

IBII  recognizes  revenue  when  persuasive  evidence  of an arrangement exists,
delivery  has  occurred,  the  sales  price  is  fixed  or  determinable  and
collectibility  is  probable.

For ISP services, these criteria are met monthly as our service is provided on a
month-to-month  basis and collection for the service is generally made within 30
days  of  the  service  being  provided.  Narrowband  access revenues consist of
monthly  fees  charged  to  customers  for  dial-up Internet access.  Narrowband
access  revenues  also  include  monthly  service fees; any associated equipment
revenues  for  the  Internet  appliance and wireless access services provided as
part of the company's marketing initiative and equipment fees.  Broadband access
revenues  consist  of fees charged for high-speed, high-capacity access services
including  DSL,  fixed  wireless,  and dedicated circuit services, installation,
termination  fees  and fees for equipment.  Web hosting revenues consist of fees
earned  by  leasing  server  space  and  providing web services to companies and


                                      F-9
<PAGE>

individuals  wishing  to  present  a  web  or  e-commerce presence. Advertising,
content  and  electronic  commerce  revenues  are  recorded  as  earned.

For  lending  on  line,  revenue principally represents closed-loan fees paid by
Lenders  that  closed  a  loan  for a consumer that originated through websites.
Closed-loan  fees  are recognized at the time the lender reports the closed loan
to  us.  This  subsidiary  was  closed  down in June 2002. Additional revenue is
derived  from  on line leasing, and is recognized as the services are performed.

Revenue  from  direct  marketing - Fees are earned from products and or services
are  sold  are  only  recognized  as  revenue  upon  receipt  of  those  funds

Source:  SAB  101

ADVERTISING  EXPENSE

All  advertising  costs  are  expensed  when  incurred.

CONCENTRATION  OF  CREDIT  RISK

The  Company  is  subject  to  credit  risk  through  trade receivables. Monthly
Internet  access  fees  and  web  hosting are generally billed to the customer's
credit  card, thus reducing the credit risk.  The Company routinely assesses the
financial  strength  of significant customers and this assessment, combined with
the large number and geographic diversity of its customers, limits the Company's
concentration  of  risk  with  respect  to  trade  accounts  receivable.

INCOME  TAXES

The  Company  accounts  for  income taxes under the asset and liability approach
where  deferred  income  tax  assets  and  liabilities  reflect  the  future tax
consequences,  based  on  enacted tax laws, of the temporary differences between
financial  and  tax  reporting  at  the  balance  sheet  date.

EARNINGS  PER  SHARE

Basic  earnings  per  share  are  computed  by dividing net income (loss) by the
weighted  average  of common shares outstanding for the period. Diluted earnings
per  share  are  computed  by  adjusting  the  weighted average number of shares
outstanding  during  the  period for all potentially dilutive shares outstanding
during  the  period.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS 133,
Accounting  for  Derivative  Investments  and  Hedging  Activities.  SFAS  133
establishes  new model for accounting for derivatives and hedging activities and
supersedes several existing standards.  SFAS 133, as mended by SFAS 137 and SFAS
138,  is  effective for all fiscal quarters of fiscal years beginning after June
15,  2000. The Company does not expect that the adoption of SFAS 133 will have a
material  impact  on  its  financial  statements.


                                      F-10
<PAGE>

NOTE  2.  BUSINESS  COMBINATIONS

The  Company's  business combinations have been accounted for using the purchase
method,  and, accordingly, the total purchase price of each acquired company was
allocated  to  the  tangible  assets and liabilities and identifiable intangible
assets  based  on  their  estimated  fair  values  as of the closing date of the
acquisition.  The  excess  purchase  price  over  the fair values is recorded as
goodwill.  Results  of  operations  for  the  acquired  companies  are  included
prospectively  from  the  date  of  acquisition.

In June 2002 the Company announced the sale of Ace Optics to CRT Corporation for
$2,000,000  worth  of  CRT  restricted  stock

In  June  2002  the  Company  announced  that  it plans to divest it self of the
Guarantee  Capital  Group  subsidiary,  and  in  anticipation of that occurrence
ceased  operations  of  the  on  line  mortgage  lending  group.

In  February  2002  the  Company  announced that it plans to spin-off the Global
Construction  Buying  Group  to  its  shareholders  by  the  end  of  2002.

In  September  2001  the Company started Guarantee Capital Group, which acquired
the  computer,  furniture  and  processing equipment from the new owner of Atlas
Capital  Corporation  for  $30,000. In November 2001 Guarantee Capital Group had
exceeded  the  capacity  of  its mortgage banking line. This prevented Guarantee
from  funding  the  balance  of its processed loans and subsequently in December
2001,  20  its  24  employees were laid off. The Company ceased the operation of
Guarantee  before  the  end  of  June  2002.

In  September  2001  the  Company started a new marketing subsidiary 1st2 Market
Incorporation and ceased operating its predecessor Allstates Communications Inc.
The  new  subsidiary  will  only market the Company's products whereas Allstates
marketed  cell  phones  for  cellular  phone  companies.

In  March  2001,  IBII  ceased  to operate Global GPP Corporation and closed its
corresponding operation in Europe.  The Company started a new corporation, which
is a wholly owned subsidiary, Global Construction Buying Group, whose main asset
is  the  equipment  acquired  from  Global  GPP  Corporation.

In  October  2000,  IBII signed an acquisition agreement with Auction-Sales.Com.
The  Company  invested  $180,000  in  the Auction-Sales.Com and in December 2000
rescinded  the  acquisition  due  to undisclosed debts. The Company is currently
suing  for the return of the funds and believes that if the Company prevails the
debt  could  be  collected.

In  October  2000,  IBII  acquired  the auction web site operations of the Sonic
Auction  Company  for  a  purchase  price  of  approximately  $5,000.  With this
acquisition, the Company acquired a database and a functioning web auction site.
The  Company  issued 500,000 shares of restricted common stock, to acquire Sonic
Auction  Company.  This  site  ceased  operation  in  March  of  2001.


                                      F-11
<PAGE>

During  the quarter ended September 2000, the Company issued 4,113,871 of shares
of  restricted  common  stock  tock  for  service  valued  at  $41,139.

In  April  2000,  IBII  acquired  the all the outstanding stock of Atlas Capital
Corporation,  a  mortgage-banking  company,  for 600,000 restricted common stock
valued  at  $6,000.  In  connection  with  the acquisition, the Company acquired
assets  of  approximately  $3,183,000  and  assumed liabilities of approximately
$3,179,000.  The  difference  of  $260,000  was  recorded  as  intangible assets
related to acquisition of trade names, websites, workforce-in-place and is being
amortized  over  5  years.  By end of August 2001 the company sold Atlas Capital
Corporation  with  its  assets  and  liabilities.

In  March  2000, the Company acquired the assets and assumed certain liabilities
of  Internet 2xtreme, an Internet Service Provider based in northern California.
The  total  purchase  price was $735,000, which consisted of cash of $17,635 and
124,589 shares of restricted common stock valued at $186,88.  In connection with
the  acquisition,  the  Company  recorded  intangible  assets  of  approximately
$666,000,  which consisted of approximately 4,800 customer accounts, website and
workforce-in-place,  which  are  being  amortized  over  5  years.

In  March 2000, the Company acquired 80% of the outstanding shares of Global GPP
for $500,000.  Global GPP owns a business-to-business website, equipment and its
strategic agreements with IBM Hungary to market business-to-business services in
Eastern  Europe.

In  February  2000,  the  Company  acquired  the  assets  and  assumed  certain
liabilities  of  Direct Communications, Inc., a wireless communications company.
In  addition  to  assuming certain liabilities, the Company paid cash of $80,000
and  issued  30,000  shares  of  restricted  company  stock  at  valued at $300.
Intangible  assets  purchased  totaled  $265,000, consisting of customers lists,
website and workforce-in-place and is being amortized over 5 years. These assets
and liabilities were transferred to the newly formed and wholly owned subsidiary
of  the  Company,  Allstates  Communications  Inc.

In  December  1999  the  Company  entered into a service agreement to market its
services on the Internet for 6,000,000 shares of common stock valued at $60,000.

In  November  1999, the Company, acquired an E Commerce website Optical Brigade,
an  on-line  sunglass  distribution website, for 5,050,) of restricted shares of
common  stock  valued  at  $50,500.

In  August  1999,  the Company acquired the website, Net 2 Loan, an on-line loan
processing  website  for  400,000  shares  of  restricted common stock valued at
$4,000.

In  July  1999  the  Company  acquired MBM Capital Group for $72,000 and 112,667
shares  of  restricted  common  stock valued at $1,127.  MBM was sold during the
fiscal  year  of  acquisition  for  a  $150,000  note. After the sale MBM ceased
operations  and  the  Company  considers  the  note  valueless.

In  June  1999,  the  Company  acquired  the assets of L.A. Internet, a southern
California-based  Internet  Service  Provider, which included customer accounts,
trade  name, websites, etc. for $545,000 in exchange for a reduction of the Note
Receivable  from  Iron  Horse  Holdings,  Inc.  (see  Preferred  Stock  Note 8).


                                      F-12
<PAGE>

NOTE  3.  CERTAIN  FINANCIAL  STATEMENT  INFORMATION
<TABLE>
<CAPTION>
                                                            JUNE  30,     JUNE  30,
                                                              2003          2002
                                                          ------------  ------------
<S>                                                       <C>           <C>
ACCOUNTS RECEIVABLE:
  Accounts receivable                                     $         0   $   292,747
  Less:  allowance for doubtful accounts . . . . . . . .            0      (125,881)
                                                          ------------  ------------
  Accounts receivable, net                                $         0   $   166,866
                                                          ============  ============

MORTGAGE LOANS HELD FOR SALE:
  Mortgage loans held for sale                            $         0   $         0
  Less:  allowance for loan losses . . . . . . . . . . .            0             0
                                                          ------------  ------------
  Mortgage loans held for sale, net. . . . . . . . . . .  $         0   $         0
                                                          ============  ============

PROPERTY AND EQUIPMENT:
  Office furniture and equipment                          $    47,999   $    47,999
  Machinery and computer equipment . . . . . . . . . . .    3,136,393     3,136,393
  Leasehold improvements . . . . . . . . . . . . . . . .            0             0
  Less:  accumulated depreciation. . . . . . . . . . . .   (2,243,462)   (1,226,570)
                                                          ------------  ------------
  Property and equipment, net                             $   940,930   $ 1,957,822
                                                          ============  ============

INTANGIBLE ASSETS:
  Capitalized software costs, including websites          $ 1,270,156   $ 1,270,156
  Subscriber member bases. . . . . . . . . . . . . . . .    1,148,307     1,148,307
  Others, including customer lists, existing technology,
    trade names                                               423,386       423,386
  Less:  accumulated amortization. . . . . . . . . . . .   (2,287,157)   (1,379,650)
                                                          ------------  ------------
  Intangible assets, net                                  $   554,692   $ 1,462,199
                                                          ============  ============
</TABLE>

NOTE  4.  REVOLVING  LINES  OF  CREDIT

In  January  of  2002 the Company had a credit facility with PCFS for $3,000,000
under  specified  conditions  to  fund  residential mortgages to customers.  The
residential  loans  serve as collateral, and funds are advanced up to 98% of the
unpaid  principal amount of the qualified mortgage loan granted to the customer.
The  credit  facility  bears  interest  at  the  Prime  Rate plus 1.0% for loans
outstanding for 60 days or less.  The interest rate increases to Prime Rate plus
4.0%  for loans outstanding between 60 and 120 days, and increases to Prime Rate
plus  6.0%  for amounts outstanding over 120 days.  By May of 2002 this line was
not  used  and  the  agreement  terminated.

On February 1, 2000, the Company entered into a Master Repurchase Agreement that
provides  the  Company with a warehouse facility through IMPAC Warehouse Lending
Group  ("IMPAC").  The  IMPAC  line  provides the Company with an open warehouse
credit  line  (as  set  forth  by IMPAC) for the Company's mortgage originations
only. Under the terms of the agreement, the Company must repay the funded amount
within  30  days of the date the funds were disbursed with interest at the Prime
Rate  plus  1.0%.  If the funds are not repaid within 30 days, the interest rate
increases  to Prime Rate plus 3.0% until repaid, and IMPAC reserves the right to
sell the loan and any shortfall remains the liability of the Company.  The IMPAC
line  is  secured  by  the  mortgage  loans  funded  with  the  proceeds of such
borrowings.  The  IMPAC  line  does  not  have  a  stated expiration date but is


                                      F-13
<PAGE>

terminable  by  either party upon written notice.  This agreement was terminated
in  December  of 2001. Amounts outstanding under the IMPAC line at June 30, 2002
and  2001  were  $0  and  $6,183,228  respectively.

On  March  of  2001, the Company entered into a Master Repurchase Agreement that
provides  the  Company  with  a  warehouse  facility  through Imperial Warehouse
Lending Group ("Imperial").  The Imperial line provides the Company with an open
warehouse  credit  line  (as  set  forth by Imperial) for the Company's mortgage
originations  only. Under the terms of the agreement, the Company must repay the
funded  amount within 30 days of the date the funds were disbursed with interest
at  the  Prime  Rate plus 1.0%.  If the funds are not repaid within 30 days, the
interest  rate  increases  to  Prime  Rate  plus 3.0% until repaid, and Imperial
reserves  the  right to sell the loan and any shortfall remains the liability of
the Company.  The Imperial line is secured by the mortgage loans funded with the
proceeds  of  such  borrowings.  The  Imperial  line  does  not  have  a  stated
expiration  date  but  is  terminable by either party upon written notice.  This
Line was terminated in July of 2001. Amounts outstanding under the IMPAC line at
June  30,  2002  and  2001  were  $  0  and  $  865,468  respectively.

The  effective  interest  rate for the credit lines listed above were as follows
per  quarter,  the  interest  charge  is  deducted from the sale proceeds of the
funded  loans  and  is  booked  as  a  cost  of  revenue;

<TABLE>
<CAPTION>
                                                   Number  of  Loans
Quarter         Prime Rate   Impac**   Imperial*   Held over 30 Days
<S>             <C>          <C>       <C>         <C>
June 30, 2001.        6,75%     7.75%       7.75%         0

Sept. 30 2001.        6.00%     7.00%       N/A           0

Dec. 31, 2001.        4.75%     5.75%       N/A           0

March 31, 2002        4.75%      N/A        N/A           0

June 30, 2002.        4.75%      N/A        N/A           0
</TABLE>

*  Imperial  line  not  in  use  after  June   2001
**  Impac  line  not  in  use  after  December  2001

In  addition,  the  Company  had a bank line of credit that provides for maximum
borrowings  up to $125,000.  The line of credit is personally secured by certain
officers  of the Company, and currently bears interest at 11.5% at June 30, 2000
and  is  due  on  August  31, 2000.  The outstanding balance against the line of
credit  as of June 30, 2002 and 2001 were $ 0 and $ 0, respectively. The Company
paid  off  the  line of credit line during the fiscal year ending June 30, 2001,
because  it  was  no  longer  required.

All  credit  facilities  and bank line of credit require the Company to maintain
certain  financial ratios and adhere to specific non-financial requirements.  At
June  30,  2002,  the  company  was  in  compliance  with  the various covenants
contained  in  the  above  agreements.


                                      F-14
<PAGE>

NOTE  5.  LONG-TERM  DEBT

Long-term  debt  at  June  30,  2003  consists  of  the  following:
<TABLE>
<CAPTION>
                                                                   CURRENT PORTION   LONG-TERM     TOTAL
                                                                   ---------------   ---------     -----
<S>                                                              <C>                <C>         <C>
Certain  of  the  notes  payable  are  secured  by  certain
Company  assets  requiring  monthly  payments  of  interest
and  principal  with  various  interest  rates and due dates.     $      115,430     $ 976,469  $1,091,899
                                                                  ===============    =========  ==========
</TABLE>

During  the fiscal year ended June 30, 2002 certain real estate loans defaulted.
The  Companies  subsidiary  is  making  payment to the lender that purchased the
defaulted  loans.  These  payments  are made at the note rate for each loan. The
Company has filed claims with the Companies E&O Insurance carriers and until the
claims  are  either  denied  or  paid the company lists these debts as long-term
debt.  These  notes total $844,933. Effective September 1, 2001 the Company sold
the  subsidiary  Atlas  Capital  and these liabilities are included in the sale.

NOTE  6.  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
company  as  a going concern. The Company has experienced significant losses. As
of  June 30, 2003 the currently liabilities exceed current assets by $1,301,232.
As  shown  in  the  financial  statements,  the  Company  incurred a net loss of
$4,718,298  for  the  year  then  ended.

The  future  success of the Company is likely dependent on its ability to attain
additional  capital  to  develop  its proposed products and ultimately, upon its
ability  to  attain future profitable operations. There can be no assurance that
the  Company  will  be  successful  in obtaining such financing, or that it will
attain  positive  cash  flow  from  operations.

NOTE  7.     EXTRAORDINARY  ITEM

The  California  Code  of  Civil  Procedure  Section 337 states; "Within 4 years
(four),  an  action  upon  any  contract, obligation or liability founded upon a
written  statement  or  written  contract."  The debts of company's (see Note 1)
identified  were  greater  then  4 years old and not enforceable.  Legal counsel
Edgar  Scheck  reviewed  the  debts and issued and opinion letter that the prior
company's  debts  were  not  collectable  based upon this Code Section 337.  The
Company  then  extinguished  these  debts  and  recognized amount of the debt as
extraordinary  income.  SFAS  125  list  2  sets  of  circumstance under which a
liability  is  not  recognized  (which  is  listed  below).  The  second  set of
circumstance  states  the GAAP basis for which the Company extinguished the debt
and  recognized the debt amount as extraordinary income in the fiscal year ended
June  30,  1999.

Per  SFAS 125, defeasance does not result in the extinguishments of a liability.
A  liability  is  derecognized  only  if:

     1.   The  creditor  is  paid  and the debtor is relieved of the obligation.
     2.   The  debtor  is  released legally either by the creditor or judicially
          from  being  the  primary  obligor.


                                      F-15
<PAGE>

All  gains  and  losses  from  extinguishments,  if  material in amount, receive
extraordinary  item  treatment.

NOTE  8.     STOCKHOLDERS'  EQUITY

AUTHORIZED  SHARES

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the  authorized to 2,000,000,000 shares of which 1,990,000,000 are
common  shares  and  10,000,000  are  preferred.

During November 2000, the board of directors of the Company amended the articles
of  incorporation to increase the number of authorized shares of common stock to
349,000,000  shares.

STOCK  ISSUANCE

During  the  fourth  quarter fiscal year ended June 30, 2003 the following stock
was  issued.

40,000,000  shares  of  restricted  common stock were issued as per agreement to
repurchase 149,283 shares of PMCC common stock previously sold to an investor in
July  of 2000. The agreement also provided for the issuance of 560,000 shares of
DCM  Enterprises.

60,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement

In  April  of 2003 the par value for the Company stock was changed from $.01 per
shares to $.001 per share at that time there were, 78,273,603 shares issued with
a par value of $.01 which equals  $782,736, the par value change to $.001 valued
those  shares  at  $78,274 the net difference of $704,462 is included in paid in
capital.

During  the third quarter fiscal year ended June 30, 2003, IBII issued stock for
services.

20,000,000  shares  of  restricted  common  stock rule were issued as payment to
consultants  in  lieu  of  cash  for  services  provided  pursuant to consulting
agreements.  The  fair  value of the shares was recorded as prepaid professional
services  and  amortized  ratably  over  the  term  of  the  contract.

During the second quarter fiscal year ended June 30, 2003, IBII issued stock for
services.

10,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement


                                      F-16
<PAGE>

During  the first quarter fiscal year ended June 30, 2003, IBII issued stock for
services.

10,000,000  shares of common stock were issued as payment to consultants in lieu
of  cash for services provided pursuant to consulting agreements. The fair value
of  the  shares  was  recorded  as  prepaid  professional services and amortized
ratably  over  the term of the contract.  These shares were issued pursuant to a
Form  S-8  registration  statement.

During  the  fiscal  year  ended  June  30,  2002  the  following  occurred:

Stock  Reverse; In May of 2002 a 1 share for 10 shares reverse became effective.
This was the first part of a Securities Purchase Agreement in conjunction with a
stock  registration. The Company received $120,000 as a loan to be paid with the
registration of stock during the fiscal year. Due to the price drop in the stock
after  the  reverse  occurred  the registration did not occur. The Loan proceeds
booked  as  long-term  debt.  The  stock reverse difference of shares issued and
outstanding is stated as additional paid in capital in the amount of $2,544,624.

During  Fiscal  Year  ended  June  30,  2002  IBII  issued  stock  for services.

Post-Stock  reverse  10,000,000 shares of common stock were issued as payment to
consultants  in  lieu  of  cash  for  services provided pursuant to a consulting
agreements.  The  fair  value of the shares was recorded as prepaid professional
services and amortized ratably over the term of the contract.  These shares were
issued  pursuant  to  a  Form  S-8  registration  statement.

In  September  2001  15,500,000  shares  were issued as per employment contract,
bring  the  total  number to 282,736,029 common snares issued and outstanding of
which  134,495,037  are  restricted.

During  Fiscal  Year  ended June 30, 2001 IBII did not issue stock for services.

During  fiscal year ended June 30, 2000, IBII agreed to issue approximately 30.4
million  shares  of  restricted  common  stock  for  development and advertising
services  over  a period of twelve months.  Under the agreement, the shares were
issued  as  certain  milestones  were  met, and the fair value of the shares was
recorded  as  prepaid  advertising  and  amortized  ratably over the term on the
contract.

During  fiscal  year  ended  June  30,  1999,  IBII  issued in December of 1998,
approximately  9.1million  shares  of restricted common stock to a consultant in
lieu  of cash for services provided pursuant to a consulting agreement. The fair
value  of the shares was recorded as prepaid professional services and amortized
ratably  over  the  term  of  the  contract.  Under  this agreement, IBII issued
additional  2.1  million  shares  of  restricted  common  stock in January 1999.

The  company complies with the provisions of Emerging Issues Task Force ("EITF")
Issue  No.  96-18,  Accounting  for  Equity  Instruments  Issued  to  Other Than
Employees  for  Acquiring,  or  in  Conjunction  with, Selling Goods or Services
("EITF  96-18"),  with respect to stock issuances to such non-employees, whereby
the  value  of  the  services  was  determined as a reliable measurement of fair
value.

Stock  Issuance  for  acquisitions  see  Note  3.  Business  Combination.

PREFERRED  STOCK

During  April  2003 the board of directors amended the articles of incorporation
to  increase  the  authorized to 2,000,000,000 shares of which 1,990,000,000 are
common  and  10,000,000  shares  are  preferred.

September  24,  2003;  The  following Preferred Stock was issued to Mercatus and
placed in escrow with stop on the Stock at the transferred agent if the Mercatus
loan  funds  the  shares  will  be considered issued and outstanding and will be
included into the financial information. At this date the Company has decided to

                                      F-17
<PAGE>

request  the  return of share from the escrow, cancel the shares and return them
to  the  treasury  at  the end of October if the Mercatus does not fund by then.

In  January  of  2003  the Company entered into a Collateral Loan Agreement (the
"Loan  Agreement")  with Mercatus Partners Limited, a UK corporation (Mercatus),
pursuant  to  which  Mercatus has agreed to provide the Company with loans in an
amount  of  up  to 20% of the Final Market Value (as such term is defined in the
Loan  Agreement) of certain restricted shares of our preferred stock were issued
by the Company in the name of Mercatus to secure the obligations under the loans
(the  "Stock").  The loans are payable to the Company within 10 days of delivery
of  the  Stock  and  related  loan  documents.

Loans  under the Loan Agreement are evidenced by the promissory Notes payable to
Mercatus  and  are secured by the 10,000 Shares of Series A Preferred Stock. The
interest  rate  on  the  loans  will  be  set  at  5.5%.

Except  as  otherwise provided in the Loan Agreement, the Stock shall be held as
collateral by Mercatus at all times there remains principal or interest owing to
Mercatus under the promissory notes. Other than as specifically set forth in the
Loan  Agreement, the Stock may not be sold, hypothecated, assigned, transferred,
or  otherwise  encumbered.  In  the event of a default under the Loan Agreement,
however,  Mercatus may thereafter sell, assign, hypothecate or otherwise dispose
of  the  Stock. Under such circumstances, Mercatus assumes no responsibility for
the  amount  of  proceeds it may receive upon such disposition of the Stock. Any
proceeds  received  by  Mercatus in excess of the default amount plus reasonable
attorney's  fees,  if  any, and related costs of disposition will be returned to
the  Company.  In the event of a default by the Company, the Company has further
agreed  to  take  all  reasonable  steps  to  register  the  Stock for resale by
Mercatus.  A  default by the Company under the Loan Agreement can be expected to
have  a  materially  adverse  effect on the price of the Company's common stock.

The  initial  term  of  the loan is 5 years, with interest-only payments for the
first  year  of the loan. Upon payment in full of all interest and principal due
under  the  loan,  the Stock will be returned to us for cancellation. During the
term  of the loan Mercatus will provide a voting proxy with respect to the Stock
to  a  person  designated by the Company. In the event of a default however, the
proxy  shall  be  deemed  null  and  void.

 In  connection  with the Loan Agreement, in February 2003 the Company delivered
10,000  shares  of  restricted  preferred stock to Mercatus. The Company expects
delivery  of  the  funds  by  February  28th,  2003.

The  maximum  loan  amount  would be $9,000,000 with approximate net proceeds of
$7,900,000.

As  of  March  31,  2003 Mercatus has not funded this loan. The Company received
back  the  preferred stock, which was returned to Treasury. The Company signed a
new  loan  agreement  that  has a funding date of May 31, 2003. Pursuant to this
agreement  the  Company  has  issued  a new 1,029,231 restricted preferred stock
certificate  series  A,  as  collateral  for  the  loan.

After  March 31, 2003 the Company entered into the following loan agreement with
Mercatus:

                                      F-18
<PAGE>

Mercatus Loan.  Subject to the terms and conditions set forth herein, the Lender
--------------
agrees  to  provide  the  Borrower  a  loan in the amount of Seven Hundred Fifty
Thousand  United  States  Dollars [US$ 750,000.00] (the "Loan"). Lender will pay
the  proceeds  of  the Loan to Borrower [less payments and fees, as set forth in
the  agreement,  not  sooner  than  five  [5]  business  days after Borrower has
delivered the Collateral Stock.  Lender may, at its option, pay the Loan in more
than  one  installment.

Pursuant  to  this  agreement  the  Company issued a 10,000 restricted preferred
stock  certificate  series  B,  as  collateral  for  the  loan.

In  January  of  2002  the  Company  had  entered  into  an agreement to issue a
Convertible  Debenture  in  order  to  raise  capital  for  the expansion of its
wireless  Internet  services  and  re-establish the mortgage loan division; this
Debenture  was  never  completed due to the market price of the Company's stock.

On  December  15,  1998,  the  Company entered into an agreement with Iron Horse
Holdings,  Inc.  ("IHHI"),  a  privately  held company that in which officers or
family members of the officers of the Company have minority stock ownership, for
IHHI to purchase 23,900 shares of the Company's preferred stock with a par value
of  $100.00 per share, in exchange for a promissory note receivable from IHHI in
the  amount  of  $2,500,000.  The difference between the par value of the shares
and  the  purchase  price  is  treated  as  additional  paid-in-capital.  Shares
purchased  under  the  agreement  are to be issued to IHHI or its designee.  The
promissory  note  receivable  bear interest at 9% per annum, and is secured by a
blanket  security  agreement  executed  by  IHHI  and  perfected  by  filings as
specified by law.  Until such note is paid in full, IHHI shall pay the 3% coupon
on  such shares as are issued under the agreement directly to the shareholder(s)
of  record  at  the time such payment is due. During the fiscal year ending June
30,  2001,  the  company-received  payment in full on the note executed by IHHI,
also  during  this  fiscal  year IHHI converted the preferred into common stock.
There  are  no  preferred  shares  issued  and  or  outstanding as of this date.

The Company acquired 100% of LA Internet, Inc. in June of 1999 for $525,000 from
IHHI,  which  was credited towards the note that is owed by IHHI to the Company.

During  Fiscal  June 30, 2000 the Company received the following payments on the
note  executed  by  IHHI,

<TABLE>
<CAPTION>
Date                Balance     Payment   Interest Paid  Form of payment
--------------     ----------  ---------- -------------  ---------------
<S>                <C>         <C>       <C>            <C>
June 15, 1999.              -    $240,000            -   Credit
June 15, 1999.              -    $525,000            -   Credit - LA Internet
--------------     ----------  ---------- -------------  ---------------
Total. . . . .              -    $765,000            -
</TABLE>

<TABLE>
<CAPTION>
Date                Balance     Payment   Interest Paid  Form of payment
--------------     ----------  ---------- -------------  ---------------
<S>                <C>         <C>       <C>            <C>

June 30, 1999.     $1,735,000           -            -          -
Sept. 30, 1999     $1,464,754  $  270,246     $ 39,037          Cash
Dec. 31, 2000.     $1,194,508  $  270,246     $ 32,957          Cash
March 31, 2000     $  924,262  $  270,246     $ 26,876          Cash
June 30, 2000.     $  654,009  $  270,253     $ 20,796          Cash
--------------     ----------  ---------- -------------  ---------------
Total. . . . .     $  654,009  $1,080,991     $119,666
</TABLE>


                                      F-19
<PAGE>

During  Fiscal  June 30, 2001 the Company received the following payments on the
note  executed  by  IHHI,

<TABLE>
<CAPTION>
Date                Balance     Payment   Interest Paid  Form of payment
--------------     ----------  ---------- -------------  ---------------
<S>                <C>         <C>       <C>            <C>
June 30, 2000.     $  654,009         -              -          -
Sept. 30, 2000     $  490,509  $  163,500     $ 14,715          Cash
Dec. 31, 2000.     $  327,009  $  163,500     $ 11,036          Cash
March 31, 2001     $  163,509  $  163,500     $  7,357          Cash
June 30, 2001.     $        0  $  163,509     $  3,679          Cash
--------------     ----------  ---------- -------------  ---------------
Total. . . . .     $        0  $  654,009     $ 36,787
</TABLE>

NOTE  9.  INCOME  TAXES

The  provision  for  income  taxes  for  the  years ended June 30, 2003 and 2002
consist  of  the  following  (there  were  no  provision for income taxes on the
financials  due  to  the  net  loss  carry  forward  from  the  previous  years
operations):

<TABLE>
<CAPTION>
                              JUNE 30,   JUNE 30,
                                2003       2002
                              ---------  ---------
<S>                           <C>        <C>
Current income tax expense:
  Federal. . . . . . . . . .  $       0  $       0
  State. . . . . . . . . . .          0          0
                              ---------  ---------
                                      0          0
                              ---------  ---------
Deferred income tax expense:
  Federal. . . . . . . . . .  $       0  $       0
  State. . . . . . . . . . .          0          0
                              ---------  ---------
                                      0          0
                              ---------  ---------

                              $       0  $       0
                              =========  =========
</TABLE>

Amounts  for  deferred  income  tax  assets  and  liabilities  as  follows:

<TABLE>
<CAPTION>
<S>                           <C>        <C>

Assets . . . . . . . . . . .  $       0  $       0
Valuation  allowance . . . .          0          0
                              ---------  ---------
                                      0          0
Liabilities. . . . . . . . .          0          0
                              ---------  ---------

Net tax asset or liability .  $       0  $       0
                              =========  =========
</TABLE>

Deferred  income  tax  assets  consist  primarily  of  net  operating loss carry
forwards.  The  Company  has  provided  for  a  full  valuation allowance on the
deferred  income  tax  assets as the realization of such benefits are uncertain.
Such  carry  forwards  begin  to  expire  beginning  in  2004.

For  the  year ended June 30, 1999, the Company excluded the forgiveness of debt
income  from  taxable  income  pursuant  to  Internal  Revenue  Code  Section
108(A)(1)(B)  and  108(B).

10.  COMMITMENTS

The  Company  rents its current office in Las Vegas, Nevada, and the Company has
vacated  its  prior  offices.

2250  E.  Tropicana  Ave.  Suite  19-309,  Las  Vegas,  Nevada
89119


                                      F-20
<PAGE>

The  Company  has  equipment  at  several  co-location  facilities  that will be
relocated  once  the  facilities  are  paid  current.

NOTE  11.  SEGMENT  INFORMATION

In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information," management has determined that there are three reportable
segments  based  on  the customers served by each segment: Full service internet
service  provider  (ISP),  mortgage  banking business (which ceased operation in
June  2002),  and  business-to-consumer ("B2C") provider. Such determination was
based  on  the  level  at  which  executive  management  reviews  the results of
operations  in  order  to  make  decisions  regarding performance assessment and
resource  allocation.

Full  service  Internet  service  provider  serves  customers requiring Internet
access  in  the  western United States through dial-up, and high-speed wireless;
web  hosting and web design.  Mortgage banking business includes online mortgage
loan origination, processing, servicing and resales, (which ceased operations in
June  2002).  Business-to-consumer provider primarily consists of cellular phone
service  origination  fees  and  sales.

Certain  general  expenses  related  to  advertising  and marketing, information
systems,  finance  and  administrative groups are not allocated to the operating
segments  and  are  included in "other" in he reconciliation of operating income
reported  below.  The  accounting policies of the segments are the same as those
described  in  the  summary  of  significant  accounting  policies (see Note 2).

Information  on  reportable  segments  is  as  follows:

<TABLE>
<CAPTION>
                                                 FISCAL  YEAR  ENDED
                                               JUNE  30,     JUNE  30,
                                                 2002           2001
                                             -------------  ------------
<S>                                          <C>            <C>
FULL-SERVICE ISP
Net sales . . . . . . . . . . . . . . . . .  $    657,096   $ 3,437,011
Operating income. . . . . . . . . . . . . .  $ (2,093,562)  $   290,448

MORTGAGE LOAN ORIGINATIONS HELD FOR RESALE
     Net sales. . . . . . . . . . . . . . .  $          0   $1 ,845,991
     Operating income . . . . . . . . . . .  $          0   $    17,358

MARKETING (B-TO-B/C)
    Net sales . . . . . . . . . . . . . . .  $      1,688   $     9,973
    Operating income. . . . . . . . . . . .  $    (71,355)  $  (372,019)

OTHER
     Net income . . . . . . . . . . . . . .  $    120,000   $   602,611
     Unallocated expense. . . . . . . . . .  $ (2,553,381)  $  (362,008)

TOTAL
     Net sales. . . . . . . . . . . . . . .  $    778,784   $ 5,895,586
     Operating income . . . . . . . . . . .  $( 4,718,298)  $  (426,221)
</TABLE>


                                      F-21
<PAGE>

NOTE  12.  OTHER  EVENTS

A.  DIVIDEND

On  June 17 2002, the Company announced the sale of Aces Optics to CRT Corp. for
2,000,000  shares  of CRT restricted stock valued at $1.00 a share, the dividend
was  to be based on one share of CRT Corp. per 100 shares of post reverse shares
of  the  Company.  On  July 8 the Company announced that the record date of July
17,  2002  for  the shares holders to receive the dividend. On July 18, 2002 the
Company  announce  the date of distributions to be August 30, 2002. By September
15, the Transfer agent was work with DTC to complete the issuance of the divided
CRT  Corp.  restricted  to  its  shareholders.

B.  RTRN

In  June  2001  the  Company  announced  that  an  agreement of merger and share
exchange  was  executed  by  and  among  Return Assured Incorporated, a Delaware
corporation  ("RAI"),  IBUI Acquisition Corp., a Nevada corporation (the "Merger
Subsidiary"  and  together with RAI, the "RAI Parties"), and Internet Business's
International,  Inc.,  a  Nevada  corporation  ("IBUI").  The  merger  was to be
completed before January of 2002. All parties to the agreement mutually canceled
failing  the completions of merger the agreement within the time frame agreed to
the  agreement.

C.  PMCC

On  August  2, 2000, the Company announced that it has entered into an agreement
whereby  the  Company  would  purchase  2,460,000  share of PMCC Financial Corp.
("PMCC"),  a  full-service  mortgage  banking  company, common stock from PMCC's
former  chairman  of  the  board,  Ronald Friedman, and The Ronald Friedman 1997
Grantor  Retained  Annuity Trust Ronald Friedman, which represents 66.36% of the
3,707,000  PMCC  shares outstanding.  The aggregate purchase price of $3,198,000
is  to be paid in cash to the seller by the Company as follows: $700,000 at date
of  closing;  $306,857  for each of the seven installment payments to be paid on
the  30th,  60th,  90th, 120th, 150th, 180th and 210th days following the close;
$175,000  on  each  of  the  240th  and 270th day after the date of the closing.
Shares  of  PMCC,  a  listed  AMEX  company, were not trading at the time of the
agreement.  In  the  event that three months after closing, if PMCC's shares are
not  actively  trading  on  the  AMEX or NASDQ exchanges and the Company has not
merged  PMCC with the Company or any of the Company's subsidiaries, the purchase
price  shall  be  reduced  by  the  amount  of  the final two $175,000 payments.

Also  on  July  28,  2000, in a separate transaction, the Company entered into a
stock  purchase agreement with an unrelated individual whereby the Company would
sell  up  to  370,000  of  PMCC  shares  that  the  Company  either owns or will
eventually  own,  for  total  consideration of $1,387,500.  Shares of PMCC stock
sold  by  the  Company  will  be released to the buyer in proportion to payments
received.

The  Company  on  March  2, 2001 filed an action against Ronald Friedman and The
Ronald  Friedman 1997 Grantor Retained Annuity Trust in Federal Court, in Orange
County,  California  for  rescission of the purchase of the PMCC stock agreement
and  return  of  $1,006,857  paid  by  the  Company.  On  August 16, 2001 Ronald
Friedman, Robert Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity
Trust filed an action against the Company for the balance of the price under the
contract  in  the  amount  of  $2,191,143.  This  action  was  filed in the U.S.


                                      F-22
<PAGE>

District  Court  for the Southern District of New York. In February 2002 the New
York  case was transferred to California and consolidated with the case filed by
the Company in Orange County, CA. The Company feels that it will prevail in this
action.

As  of  December  31,  2000,  the  Company received payments of $559,812 and the
Company  released  149,283  shares  of PMCC stock that it owned.  If PMCC is not
actively  trading  within six months of the agreement, the Company will issue to
the  Buyer  the  equivalent  number of shares of stock of the Company.  PMCC has
been  actively  trading  as of January 19, 2001, and the gain on the sale of the
PMCC  stock  of  $410,529  has  been  included in revenues for the period ending
December  31,2000.

In  January  2001,  the  PMCC  was delisted from the American Stock Exchange and
began  trading  on  the  Pink  Sheets  under the symbol of  "PMCF"; this met the
trading requirement as per the stock sale agreement the Company had entered into
with  an  unrelated  individual  during  the  first quarter of this fiscal year.


D.  IBC

On  August 11, 2000, the Company entered into an agreement to acquire all of the
outstanding  shares  of  International  Business  Co., a software developer that
streamlines  B2B  e-commerce,  in  exchange  for  2,000,000 shares of restricted
Company shares to be held in escrow.  Between the periods from September 1, 2000
through  March  1,  2001,  the  Company  can unilaterally cancel the contract if
dissatisfied  with  the  seller's performance. The Company canceled the purchase
during  the  cancellation  period  agreed  in  the  escrow.

E.  AUCTION-SALES.COM,  INC.

On  October  19,  2000, the Company entered into a Stock Purchase Agreement with
Auction-Sales.Com, Inc. and its majority shareholder, Zahid Rafiq (collectively,
"Seller"),  for  the purchase by the Registrant of 96.62% of the outstanding and
treasury  shares  of  common  stock  of  Auction-Sales.Com,  Inc.,  a  Delaware
corporation.   In  exchange  for  the  shares, the Company was to pay, under the
terms  of  the  agreement, 11,000,000 shares of Company's common stock to Seller
for  all  of Seller's Shares. After investing $180,000 for marketing the Company
discovered that Auction-Sales had undisclosed liabilities and that Auction-Sales
was not in compliance with California law regarding delivery of product paid for
but  not  delivered  to  customers.

This acquisition was rescinded in December 2000 and the necessary documents were
filed  with  the  SEC.  The  site  was  retained  until  the funds invested into
Auction-Sales.Com are returned which at this time management has expectations of
occurring.

NOTE  13.  OTHER  AGREEMENTS

A.  WASHINGTON  STATE  HOTEL  AND  MOTEL  ASSOCIATION.

The  agreement,  entered  into  in  the  ordinary  course  of business, with the
Washington  State  Hotel  and Motel Association, dated October 4, 2000, provides
the  use  of  the  GGPP reverse auction site as a platform for hotel association
members  purchasing  products needed for their different hotel properties.  This
method  of  purchasing  allows  the  suppliers  of  products  the chance to sell
products  to  the buyers in competition with one another; the net effect is that
the  buyers  would  select  the  supplier  with  the lowest per unit cost.  This
reduces  the  cost  of  supplies  and thereby should increase their potential of


                                      F-23
<PAGE>

profit.  This  agreement  covers the modification of the GGPP website for use by
the  Association, and does not involve any payment by the Company. By the end of
the  fiscal  year  ended  June  2002,  this program generated no revenue and the
Company  has  ceased  to  offer  this  service.

B.  JWC  CONSTRUCTION

The  agreement,  entered  into  in the ordinary course of business, with the JWC
Construction  Company of Poland, dated March 9, 2001 which will enable companies
to  list  their  purchasing  requirements  on projects using the reverse auction
platform.  This method of purchasing allows the suppliers of products the chance
to  sell  products to the buyers in competition with one another; the net effect
is  that  the  buyers  would  select the supplier with the lowest per unit cost.
This reduces the cost of supplies and thereby should increase their potential of
profit.  This agreement covers the modification of the Construction Buying Group
website  for  by  the Construction industry, and does not involve any payment by
the Company. By the end of June 2002, the Company canceled this agreement due to
lack  of  activity  of  JWC.


                                      F-24
<PAGE>

                                  EXHIBIT INDEX

Number                             Description
------                             -----------

2.1       Agreement and Plan of Merger between the Company and Internet
          Business's  International, Inc., a Delaware corporation, dated July 1,
          1999  (incorporated  by reference to Exhibit 2 to the Form 8-K/A filed
          on  November  22,  1999)

2.2       Agreement  and  Plan of Merger and Share Exchange among the Company,
          Return  Assured  Incorporated, and IBUI Acquisition Corporation, dated
          June  4,  2001  (see  below).

3.1       Articles  of Incorporation (incorporated by reference to Exhibit 3.1
          to  the  Form  10-Q  filed  on  December  1,  1999).

3.2       Certificate of Amendment of  Articles  of Incorporation (incorporated
          by  reference  to  Exhibit  3.2  to the Form 10-Q filed on December 1,
          1999).

3.3       Certificate  of  Amendment of Articles  of Incorporation (incorporated
          by  reference  to Exhibit 3.3 of the Form 10-Q filed on May 22, 2000).

3.4       Certificate  of  Amendment  of Articles of Incorporation (incorporated
          by  reference  to Exhibit 3.4 of the Form 10-Q filed on May 22, 2000).

3.5       Bylaws  (incorporated  by  reference  to Exhibit 3.3 to the Form 10-Q
          filed  on  December  1,  1999).

4.1       Retainer  Stock  Plan  for  Non-Employee  Directors  and  Consultants,
          dated  October  1,  1999  (incorporated by reference to Exhibit 4.1 to
          Form  S-8  filed  on  October  8,  1999)

4.2       Consulting Agreement between the Company and Mark Crist, dated October
          5, 1999 (incorporated by reference to Exhibit 4.2 to Form S-8 filed on
          October  8,  1999)

10.1      Purchase  Agreement  (LA  Internet)  between  the  Company  and Iron
          Horse  Holdings,  Incorporated,  dated  June 10, 1999 (incorporated by
          reference to Exhibit 10.2 to the Form 10-Q filed on December 1, 1999).

10.2      Purchase  Agreement  between  the  Company and the Stockholders of MBM
          Capital  Group  Inc., dated July 1, 1999 (incorporated by reference to
          Exhibit  10.3  to  the  Form  10-Q  filed  on  December  1,  1999).

10.3      Acquisition  Agreement  (Net 2 Loan) between the Company and Lifestyle
          Mortgage Partners, dated September 15, 1999 (incorporated by reference
          to  Exhibit  10.4  to  the  Form  10-Q  filed  on  February 22, 2000).


                                       21
<PAGE>

10.4      Purchase  Agreement  (license) between the Company and Stockholders of
          California Land & Home Sale, Inc., dated October 1, 1999 (incorporated
          by  reference  to  Exhibit 10.5 to the Form 10-Q filed on February 22,
          2000).

10.5      Acquisition  Agreement  (Optical Brigade) between the Company and Wade
          Whitley,  dated November 1, 1999 (incorporated by reference to Exhibit
          10.6  to  the  Form  10-Q  filed  on  February  22,  2000).

10.6      Employment Agreement between the Company and Al Reda, dated January 1,
          2000  (see  below).

10.7      Employment  Agreement  between  the  Company  and  Louis Charry, dated
          January  1,  2000  (see  below).

10.8      Agreement  for  Acquisition  between  the  Company  and  Direct
          Communications,  Inc.,  dated  February  25,  2000  (incorporated  by
          reference  to  Exhibit  10.6  of the Form 10-Q filed on May 22, 2000).

10.9      Agreement  between  the  Company  and Internet 2xtreme, dated March 6,
          2000 (incorporated by reference to Exhibit 10.7 of the Form 10-Q filed
          on  May  22,  2000).

10.10     Agreement  between  the  Company, Roanoke Technology Corp., and Global
          GPP  Corp., dated March 21, 2000 (incorporated by reference to Exhibit
          10.8  of  the  Form  10-Q  filed  on  May  22,  2000).

10.11     Agreement  between GPP Hungary Kft and Haitec Magyarorazagi Kft, dated
          March  30, 2000 (incorporated by reference to Exhibit 10.9 of the Form
          10-Q  filed  on  May  22,  2000).

10.12     Stock  Purchase  Agreement  between  the  Company  and  Atlas  Capital
          Corporation, dated April 1, 2000 (incorporated by reference to Exhibit
          10.10  to  the  Form  10-K  filed  on  September  27,  2000).

10.13     Stock  Purchase  Agreement  between  the  Company and Ronald Friedman,
          Robert Friedman, and The Ronald Friedman 1997 Grantor Retained Annuity
          Trust, dated July 28, 2000 (incorporated by reference to Exhibit 10.11
          of  the  Form  10-Q  filed  on  November  16,  2000).

10.14     Stock  Sales  Agreement between the Company and a buyer dated July 28,
          2000  (incorporated  by  reference  to  Exhibit 10.12 of the Form 10-Q
          filed  on  November  16,  2000).

10.15     Stock  Purchase  Agreement between the Company, International Business
          Company,  Dennis  B. Ginther, Clifford J. Roebuck, Jadwiga L. Ginther,
          and  Bogumila  E.  Basu  ,  dated  August  19,  2000  (incorporated by
          reference  to  Exhibit  10.13  of  the Form 10-Q filed on November 16,
          2000).


                                       22
<PAGE>

10.16     Stock Purchase Agreement between the Company, Sonic Auction.com, Inc.,
          and  Brian Pruett, dated October 5, 2000 (incorporated by reference to
          Exhibit  10.14  of  the  Form  10-Q  filed  on  February  15,  2001).

10.17     Stock Purchase Agreement between the Company, Auction-Sales.Com, Inc.,
          and  Zahid Rafiq, dated October 19, 2000 (incorporated by reference to
          Exhibit  10.15  of  the  Form  10-Q  filed  on  February  15,  2001).

21        Subsidiaries  of  the Company (incorporated by reference to Exhibit 21
          of  the  Form  0-Q  filed  on  February  15,  2001).

31        Certification  Pursuant  to  Section  302 of the Sarbanes-Oxley Act of
          2002  (filed  herewith)

32        Certification  Pursuant  to  18  U.S.  C.  Section  1350, as adopted
          pursuant  to  Section  906  of  the  Sarbanes Oxley Act of 2002 (filed
          herewith)


                                       23
<PAGE>