<PAGE>

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

                                   FORM 10-KSB

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

                                     For the fiscal year ended December 31, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                 For the transition period from: ______________ to _____________

                        Commission file number: 333-47924

                             OPUS MEDIA GROUP, INC.
--------------------------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

 COLORADO                                                  84-1506325
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

234 - 21st Ave. N.E., St. Petersburg, Florida                            33704

--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number: (727) 822-9380

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

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

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

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

         State issuer's revenues for its most recent fiscal year: $358.00.

         As of April 11, 2003 the aggregate market value of the Common Stock
held by non-affiliates, approximately 41,168,083 shares of Common Stock, was
approximately $411,680 based on an average of the bid and ask prices of
approximately $.01 per share of Common Stock on such date.

         The number of shares outstanding of the issuer's Common Stock, $.001
par value, as of April 11, 2003 was 47,718,083 shares.

         DOCUMENTS INCORPORATED BY REFERENCE: None.

         Transitional Small Business Disclosure Format (check one):

         Yes [ ]; No [X]

<PAGE>

                                     PART I

               CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
                THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
            DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

         Readers of this document and any document incorporated by reference
herein, are advised that this document and documents incorporated by reference
into this document contain both statements of historical facts and forward
looking statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially for those
indicated by the forward looking statements. Examples of forward looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earning or loss per share, capital expenditures, dividends, capital
structure and other financial items, (ii) statements of the plans and objectives
of the Company or its management or Board of Directors, including the
introduction of new products, or estimates or predictions of actions by
customers, suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying other
statements and statements about the Company or its business.

         This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ materially
from those indicated by forward looking statements. These risks and
uncertainties include price competition, the decisions of customers, the actions
of competitors, the effects of government regulation, possible delays in the
introduction of new products and services, customer acceptance of products and
services, the Company's ability to secure debt and/or equity financing on
reasonable terms, and other factors which are described herein and/or in
documents incorporated by reference herein.

         The cautionary statements made above and elsewhere by the Company
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Company. Forward looking statements are beyond the
ability of the Company to control and in many cases the Company cannot predict
what factors would cause results to differ materially from those indicated by
the forward looking statements.

ITEM 1. DESCRIPTION OF BUSINESS.

Opus Media Group, Inc. (the "Company") was incorporated as IDMedical.com, Inc.
in June 1999 under the laws of the State of Colorado for the purpose of
developing and storing personal medical histories on the Internet. The online
medical records business produced nominal revenues, and in February 2002, the
Company acquired a technology provider, as described below.

On February 5, 2002, the Company acquired 100 percent of the issued and
outstanding common stock of ToolTrust Corporation, a Nevada corporation, from
the shareholders of ToolTrust, in exchange for an aggregate of 20,000,000 shares
of the Company's common stock pursuant to an Agreement and Plan of
Reorganization dated October 19, 2001 (the "Reorganization"). At the time of the
Reorganization, ClearDialog Communications, Inc. ("ClearDialog") and
LocalToolbox Corporation ("LocalToolbox") were wholly-owned subsidiaries of
ToolTrust. As of May 9, 2002, the parties to the Reorganization had not actually
exchanged share certificates representing ownership of the respective entities.

On May 9, 2002, the Company entered into share exchange agreements with certain
former shareholders of ClearDialog and LocalToolbox, who were parties to the
Reorganization. Pursuant to the share exchanges, the former shareholders are
deemed to have reacquired their shares of ClearDialog and LocalToolbox in
exchange for the return of 9,300,000 shares of the Company's common stock. As a
result of the transactions, ToolTrust no longer owns ClearDialog and
LocalToolbox, and the Company will only issue up to 10,700,000 shares of its
common stock to ToolTrust shareholders pursuant to the Reorganization. As

                                       1

<PAGE>

of the date of this report, 10,000,000 shares had been issued. The Company has
not yet received the necessary information from the other parties to issue the
remaining shares.

The Company's subsidiary, IDMedical, Inc., provides an online database tool that
helps individuals and families keep medical records up to date and available to
themselves and to any physician they choose via a web browser. The website
(www.idmedical.com) allows a patient or an authorized person to input and access
the patient's medical history. The data input mode is designed to be user
friendly. The patient can either go into an input mode and type the data
directly into the computer or go through a question and answer session with a
computerized assistant that will help the patient input their medical histories.
In 2002, the Company devoted only minimal resources to this line of business.

During 2002, the Company's subsidiary, ToolTrust Corporation, was unsuccessfully
in its efforts to pursue a joint venture music label with recording artist
Michael J. Jackson. Due in large part to the perceived negative public scrutiny
surrounding Mr. Jackson, the Company was unable to raise the necessary funds to
launch the music label.

In 2003, the Company entered into an agreement with Blastgard, Inc., pursuant to
which the Company issued five million shares of restricted stock to Blastgard in
exchange for the right to distribute and sell Blastgard products in China.
Blastgard develops, designs and manufactures patented technology products that
mitigate blasts and suppress flash fires resulting from explosions. The Company
also entered into an agreement with David Hsia, pursuant to which the Company
issued five million shares of restricted stock to Mr. Hsia in exchange for his
services for one year in connection with the business development of the Company
in China in connection with the distribution and sale of Blastgard products.

Employees

The Officers of the Company constitute the Company's only employees.

ITEM 2. DESCRIPTION OF PROPERTY

The Company owns no real property. The Company's CEO provides office space in
St. Petersburg, Florida.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending legal proceedings involving the Company.

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

The Company did not submit any matters to a vote of the shareholders in the
fourth quarter of 2002.

                                       2

<PAGE>

                                     PART II

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

MARKET INFORMATION

         The Common Stock of the Company trades on the Over the Counter Bulletin
Board system under the symbol "OPUS". There is a limited public market for the
common stock of the Company. There is no assurance that the Common Stock will
continue to be quoted or that any liquidity exists for the Company's
shareholders.

         The following table sets forth the range of high and low bid prices for
the Company's Common Stock for each quarterly period indicated, as reported by
the NASDAQ's Historical Research Department. Quotations reflect inter-dealer
prices without retail markup, markdown or commissions and may not represent
actual trades.

                                  Common Stock

<TABLE>
<CAPTION>
  Quarter Ended                         High Bid        Low Bid
  -------------                         --------        -------
<S>                                     <C>             <C>
December 31, 2002                       $  0.065        $ 0.012
September 30, 2002                      $   0.14        $ 0.022
June 30, 2002                           $   0.20        $  0.06
March 31, 2002                          $   0.85        $ 0.105

December 31, 2001                       $   0.59        $  0.07
September 30, 2001                      $   1.01        $  0.07
June 30, 2001*                          $   1.25        $  0.70
</TABLE>

*There was no market for the Company's common stock prior to June 4, 2001.

HOLDERS

         As of April 11, 2003, there were approximately 97 holders of record of
the Company's common stock (this number does not include beneficial owners who
hold shares at broker/dealers in "street-name").

DIVIDENDS

         The Company has paid no cash dividends on its common stock and
management does not anticipate that dividends will be paid in the foreseeable
future. Payment of any dividends will be dependent upon future earnings, if any,
the financial condition of the Company, and other factors as deemed relevant by
the Company's Board of Directors.

SALES OF UNREGISTERED SECURITIES

         Set forth below is information regarding the issuance and sales of
securities of the Company without registration within the past three fiscal
years:

1.       The Company offered 1,500,000 shares of its common stock through a
         private placement that commenced in November 1, 1999 and concluded on
         September 30, 2000. The first sale of stock in the private placement
         occurred in May 2000. The offering did not involve an underwriter and
         was made to a group of 53 investors. A total of 1,120,500 shares of
         stock were sold during the course of the private placement; the
         remaining 379,500 shares remained unsold. The aggregate cash proceeds
         was $1,120,500. The purchasers consisted of 27 accredited investors and
         26 non-

                                       3

<PAGE>

         accredited investors. The Company believes this private placement was
         exempt from registration under Section 4(2) and Rule 506 of the
         Securities Act of 1933. The transaction did not involve a public
         offering, no sales commissions were paid, and a restrictive legend was
         placed on each certificate evidencing the shares.

2.       On August 1, 2000, the Company granted 1,250,000 warrants. Each warrant
         has an exercise price of $1.10 and entitles the holder to one share of
         the Company's common stock. The warrants may be exercised at any time
         between February 3, 2001 and February 2, 2005. The warrants were issued
         to William C. Bossung (312,500 warrants), Alliance Financial Network,
         Inc. (312,500 warrants) and Devenshire Management Corporation (625,000
         warrants). They were issued for services to be rendered to the Company.
         An underwriter was not involved in this sale. All purchasers were
         accredited investors and the Company believes this private placement
         was exempt from registration under Sections 4(2), 4(6) and Rule 506 of
         the Securities Act of 1933. The transaction did not involve a public
         offering, no sales commissions were paid, and a restrictive legend was
         placed on each certificate evidencing the warrants.

3.       On August 1, 2000, the Company granted 1,000,000 warrants. Each warrant
         has an exercise price of $2.00 and entitles the holder to one share of
         the Company's common stock. The warrants may be exercised at any time
         between February 3, 2001 and February 2, 2005. The warrants were issued
         to William C. Bossung (250,000 warrants), Alliance Financial Network,
         Inc. (250,000 warrants) and Devenshire Management Corporation (500,000
         warrants). They were issued for services to be rendered to the Company.
         An underwriter was not involved in this sale. All purchasers were
         accredited investors and the Company believes this private placement
         was exempt from registration under Sections 4(2), 4(6) and Rule 506 of
         the Securities Act of 1933. The transaction did not involve a public
         offering, no sales commissions were paid, and a restrictive legend was
         placed on each certificate evidencing the warrants.

4.       In January 2002, the Company sold 173,333 shares of its restricted
         common stock to two investors, with gross proceeds to the Company of
         $130,000. The Company believes this private placement was exempt from
         registration under Section 4(2) and Rule 506 of the Securities Act of
         1933. The transaction did not involve a public offering, no sales
         commissions were paid, and a restrictive legend will be placed on each
         certificate evidencing the shares.

5.       On February 5, 2002, the Company acquired 100% of the issued and
         outstanding common stock of ToolTrust Corporation, a Nevada
         corporation, in exchange for an aggregate of 20,000,000 shares of the
         Company's common stock pursuant to an Agreement and Plan of
         Reorganization dated October 19, 2001. On May 9, 2002, the Company
         entered into share exchange agreements with certain former shareholders
         of the subsidiaries of Tooltrust (ClearDialog and LocalToolbox), who
         were parties to the reorganization. Pursuant to the share exchanges,
         the former shareholders are deemed to have reacquired their shares of
         ClearDialog and LocalToolbox in exchange for 9,300,000 shares of the
         Company's common stock. As a result of the transactions, ToolTrust no
         longer owns ClearDialog and LocalToolbox, and the Company will only
         issue up to 10,700,000 shares of its common stock to ToolTrust
         shareholders pursuant to the Reorganization. As of the date of this
         report, 10,000,000 shares had been issued. The Company has not yet
         received the necessary information from the other parties to issue the
         remaining shares. The transactions did not involve a public offering,
         no sales commissions were paid, and a restrictive legend was placed on
         each certificate evidencing the shares. The Company believes that these
         transactions were exempt from registration pursuant to Section 4(2) of
         the Securities Act of 1933.

6.       In May 2002, the Company sold 1,000,000 shares of its restricted common
         stock to one person, with gross proceeds to the Company of $500,000.
         The Company believes this private placement was exempt from
         registration under Section 4(2) and Rule 506 of the Securities Act of
         1933. The transaction did not involve a public offering, no sales
         commissions were paid, and a restrictive legend was placed on each
         certificate evidencing the shares.

                                       4

<PAGE>

7.       In October 2002, the Company engaged SBI Securities, Inc. to serve as a
         financial advisor to the Company for six months, and the Company issued
         500,000 shares of its restricted common stock as consideration. The
         Company believes this private placement was exempt from registration
         under Section 4(2) of the Securities Act of 1933. The transaction did
         not involve a public offering, no sales commissions were paid, and a
         restrictive legend was placed on each certificate evidencing the
         shares.

                                       5

<PAGE>

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

GENERAL

Statements contained herein that are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, the forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
from those projected. The Company cautions investors that any forward-looking
statements made by the Company are not guarantees of future performance and that
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include, without limitation:
well-established competitors who have substantially greater financial resources
and longer operating histories, regulatory delays or denials, ability to compete
as a start-up company in a highly competitive market, and access to sources of
capital.

The following discussion and analysis should be read in conjunction with the
Company's financial statements and notes thereto included elsewhere in this Form
10-KSB. Except for the historical information contained herein, the discussion
in this Form 10-KSB contains certain forward-looking statements that involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-KSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-KSB. The Company's actual results could
differ materially from those discussed here.

The Company is in need of funding. If the Company does not earn adequate
revenues to sufficiently fund operations, the Company will attempt to raise
capital through the sale of its securities. There can be no assurance, however,
that additional financing will be available when needed or on terms acceptable
to the Company.

There can be no assurance that the Company will be able to continue as a going
concern, or achieve material revenues and profitable operations.

FINANCIAL RESULTS

The Company has only recorded nominal revenues from its online medical records
business. The Company remains a development stage company for accounting
purposes. From inception on June 17, 1999 through December 31, 2002, the Company
has incurred a cumulative net loss of $4,077,166. The Company is in immediate
need of financing, as described below.

TOOLTRUST

On February 5, 2002, the Company acquired 100 percent of the issued and
outstanding common stock of ToolTrust Corporation, a Nevada corporation, from
the shareholders of ToolTrust, in exchange for an aggregate of 20,000,000 shares
of the Company's common stock pursuant to an Agreement and Plan of
Reorganization dated October 19, 2001 (the "Reorganization"). At the time of the
Reorganization, ClearDialog Communications, Inc. ("ClearDialog") and
LocalToolbox Corporation ("LocalToolbox") were wholly-owned subsidiaries of
ToolTrust. As of May 9, 2002, the parties to the Reorganization had not actually
exchanged share certificates representing ownership of the respective entities.

On May 9, 2002, the Company entered into share exchange agreements with certain
former shareholders of ClearDialog and LocalToolbox, who were parties to the
reorganization. Pursuant to the share exchanges, the former shareholders are
deemed to have reacquired their shares of ClearDialog and LocalToolbox in
exchange for the return of 9,300,000 shares of the Company's common stock. As a
result of the transactions, ToolTrust no longer owns ClearDialog and
LocalToolbox, and the Company will only issue 10,700,000 shares of its common
stock to ToolTrust shareholders pursuant to the Reorganization. As of the

                                       6

<PAGE>

date of this report, 10,000,000 shares had been issued. The Company has not yet
received the necessary information from the other parties to issue the remaining
700,000 shares.

Pursuant to an agreement dated May 9, 2002, the Company agreed to pay to
LocalToolbox $150,000 as full settlement of amounts owed to LocalToolbox by the
Company. Payment of the settlement amount is secured by 1,500,000 shares of the
Company's restricted common stock and the Company's technology and pending
patent application related to its online medical records business. Robert L.
Evans, James K. Robbins and Garrett J. Girvan resigned their respective
positions as officers and directors of the Company and its subsidiaries
IDMedical, Inc. and ToolTrust Corporation. As of the date of this report, the
1,500,000 shares of common stock had not been issued.

The Company is in default on the settlement agreement with LocalToolbox, and
LocalToolbox has notified the Company that it is willing to take possession of
the collateral in lieu of the $150,000 owed. The Company intends to promptly
settle this matter.

MUSIC LABEL VENTURE

In May 2002, the Company sold 1,000,000 shares of its restricted common stock to
one person, with gross proceeds to the Company of $500,000. $400,000 of the
proceeds were paid to MJJ Ventures, Inc. ("MJJ Ventures") pursuant to a Label
Term Sheet agreement ("Label Agreement") dated May 11, 2002, between the
Company's subsidiary, ToolTrust Corporation ("ToolTrust"), and MJJ Ventures. Due
in large part to the perceived negative public scrutiny surrounding Mr. Jackson,
the Company was unable to raise the necessary funds to launch the music label.
The Company does not have a present intention to pursue the venture in the near
future.

ONLINE MEDICAL RECORDS BUSINESS

The Company's subsidiary, IDMedical, Inc., operates an online medical records
database for use by physicians and patients, has generated minimal revenues to
date. The Company devoted only minimal resources to this line of business in the
past year, and does not anticipate continuing this line of business in the
future.

BLASTGARD

In 2003, the Company entered into an agreement with Blastgard, Inc., pursuant to
which the Company issued five million shares of restricted stock to Blastgard in
exchange for the right to distribute and sell Blastgard products in China.
Blastgard develops, designs and manufactures patented technology products that
mitigate blasts and suppress flash fires resulting from explosions. The Company
also entered into an agreement with David Hsia, pursuant to which the Company
issued five million shares of restricted stock to Mr. Hsia in exchange for his
services for one year in connection with the business development of the Company
in China in connection with the distribution and sale of Blastgard products.

IMMEDIATE NEED OF FUNDING

The Company is in immediate need of funding. There can be no assurance that
financing will be available when needed or on terms acceptable to the Company.
There can be no assurance that the Company will be able to continue as a going
concern, or achieve material revenues and profitable operations.

                                       7

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

The information required by Item 7 and an index thereto commences on page F-1,
which pages follow this page.

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

None.

                                       8

<PAGE>

                             OPUS MEDIA GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
Report of Independent Auditors.................................. ....     F-2

Balance Sheet at December 31, 2002........................ ..........     F-3

Statements of Operations for the years ended December 31, 2002
     and 2001, and from June 17, 1999 (inception) through
     December 31, 2002.................... .........................      F-4

Statement of Changes in Shareholders' Deficit for the period from
     June 17, 1999 (inception) through December 31, 2002.............     F-5

Statements of Cash Flows for the years ended December 31, 2002
     and 2001, and from June 17, 1999 (inception) through
     December 31, 2002.......... ....................................     F-7

Notes to Financial Statements..... ..................................     F-8
</TABLE>

                                      F-1

<PAGE>

To the Board of Directors and Shareholders:
Opus Media Group, Inc.

REPORT OF INDEPENDENT AUDITORS

We have audited the balance sheet of Opus Media Group, Inc. (a development stage
company) as of December 31, 2002, and the related statements of operations,
changes in shareholders' equity and cash flows for the years ended December 31,
2002 and 2001, and from June 17, 1999 (inception) through December 31, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Opus Media Group, Inc. as of
December 31, 2002, and the results of its operations and cash flows for the
years ended December 31, 2002 and 2001, and from June 17, 1999 (inception)
through December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered significant operating losses since
inception, which raises a substantial doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Cordovano and Harvey, P.C.
Denver, Colorado
April 14, 2003

                                      F-2

<PAGE>

                             OPUS MEDIA GROUP, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET

                               DECEMBER 31, 2002

<TABLE>
<CAPTION>
<S>                                                                              <C>
                                            ASSETS
Current Assets:
    Cash .........................................................               $       534
                                                                                 -----------
                  Total current assets ...........................                       534

Property and equipment, net of accumulated depreciation and
    amortization of $39,227 (Note 3) .............................                    12,596
                                                                                 -----------

                                                                                 $    13,130
                                                                                 ===========

                            LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
    Accounts payable and accrued expenses ........................               $   149,168
    Unearned revenue .............................................                       164
    Due to former merger candidate (Note 8) ......................                   150,000
    Accrued interest payable to shareholder (Note 2) .............                     1,072
                                                                                 -----------
                  Total current liabilities ......................                   300,404
                                                                                 -----------

Shareholders' deficit (Note 5):
    Preferred stock, $.001 par value;  1,000 shares authorized,
       -0- shares issued and outstanding .........................                        --
    Common stock, $.001 par value;  100,000,000 shares authorized,
       31,718,083 shares issued and outstanding ..................                    31,718
    Outstanding common stock options - 9,856,500 .................                   223,308
    Outstanding common stock warrants - 3,750,003 ................                   293,250
    Additional paid-in capital ...................................                 3,241,616
    Deficit accumulated during development stage .................                (4,077,166)
                                                                                 -----------

                  Total shareholder's deficit ....................                  (287,274)
                                                                                 -----------

                                                                                 $    13,130
                                                                                 ===========
</TABLE>

                 See accompanying notes to financial statements

                                      F-3

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                       JUNE 17,
                                                                                                         1999
                                                              FOR THE YEARS ENDED                    (INCEPTION)
                                                                  DECEMBER 31,                         THROUGH
                                                       -----------------------------------           DECEMBER 31,
                                                            2002                  2001                   2002
                                                       ------------           ------------           ------------
<S>                                                    <C>                    <C>                    <C>
Revenue, net ................................          $        358           $      1,701           $      2,476
                                                       ------------           ------------           ------------
Operating expenses:
    Stock-based compensation (Notes 2 and 5):
       Officers .............................                54,375                     --                 54,375
       Consulting services ..................             1,000,199                305,400              1,328,173
       Legal services .......................               262,754                 90,500                358,254
    Cost for rescission of Plan of
       Reorganization (Note 8) ..............               150,000                     --                150,000
    Record label inducement fee (Note 9) ....               400,000                     --                400,000
    Contributed services (Note 2) ...........                    --                     --                271,170
    Sales and marketing .....................                    68                 10,440                 19,810
    Organization costs ......................                    --                     --                 .1,000
    Web site hosting and Internet access ....                    --                 51,688                 64,472
    Depreciation and amortization ...........                14,153                135,490                169,611
    Personnel ...............................                13,000                140,314                316,617
    Printing ................................                 3,529                 17,769                 52,555
    Consulting ..............................                63,495                134,730                235,668
    Professional fees .......................                91,360                 56,120                232,330
    Travel and entertainment ................                 5,792                 15,345                 47,156
    Asset impairment charge (Note 4) ........                31,917                218,492                250,409
    Other ...................................                32,655                 52,689                135,901
                                                       ------------           ------------           ------------
                    Total operating expenses              2,123,297              1,228,977              4,087,501
                                                       ------------           ------------           ------------
                    Operating loss ..........            (2,122,939)            (1,227,276)            (4,085,025)

Non-operating income:
    Interest income .........................                    21                  4,356                 16,719
Interest expense ............................                (2,225)                (4,490)                (8,860)
                                                       ------------           ------------           ------------
                    Loss before income taxes             (2,125,143)            (1,227,410)            (4,077,166)

Income tax provision (Note 6) ...............                    --                     --                     --
                                                       ------------           ------------           ------------

                    Net loss ................          $ (2,125,143)          $ (1,227,410)          $ (4,077,166)
                                                       ============           ============           ============

Basic and diluted loss per share ............          $      (0.09)          $      (0.12)
                                                       ============           ============

Basic and diluted weighted average
    common shares outstanding ...............            23,852,659              9,998,808
                                                       ============           ============
</TABLE>

                 See accompanying notes to financial statements

                                      F-4

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                                                            OUTSTANDING  OUTSTANDING
                                                            PREFERRED STOCK               COMMON STOCK        COMMON       COMMON
                                                       ------------------------    -----------------------     STOCK        STOCK
                                                         SHARES       PAR VALUE      SHARES      PAR VALUE    OPTIONS      WARRANTS
                                                       ----------     ---------    ----------    ---------  -----------  -----------
<S>                                                    <C>            <C>          <C>           <C>        <C>          <C>
Balance at June 17, 1999 (inception).................          --     $     --             --    $      --    $     --     $     --
July 1999, sale of founders stock at
    $.0054 per share.................................          --           --      7,400,000        7,400          --           --
July 1999, stock issued to an individual
    in exchange for services (Note 5)................          --           --      1,100,000        1,100          --           --
August 1999, sale of common stock
    at $.01 per share................................          --           --        250,000          250          --           --
October 1999, options granted to
    purchase 250,000 shares of
    common stock (Note 5)............................          --           --             --           --         500           --
Services contributed by officers (Note 2)............          --           --             --           --          --           --
Net loss.............................................          --           --             --           --          --           --
                                                       ----------     --------     ----------    ---------  ----------     --------
Balance at December 31, 1999.........................          --           --      8,750,000        8,750         500           --

February 2000, capital contributed
    by officers (Note 2) ............................          --           --             --           --          --           --
August 2000, options granted to purchase
    110,000 shares of common stock (Note 5)..........          --           --             --           --       1,690           --
August 2000, warrants granted to
    purchase 2,250,000 shares of
    common stock (Note 5)............................          --           --             --           --          --      243,250
September 2000, sale of common stock at
    $1.00 per share pursuant to private offering,
    net of offering costs of $21,180 (Note 5)........          --           --      1,120,500        1,120          --           --
September 2000, exercise of stock options
    at $.10 per share (Note 5).......................          --           --         61,000           61        (122)          --
November 2000, options granted to
    purchase 120,000 shares of common
    stock (Note 5)...................................          --           --             --           --      14,640           --
Services contributed by officers (Note 2) ...........          --           --             --           --          --           --
Net loss.............................................          --           --             --           --          --           --
                                                       ----------     --------     ----------    ---------  ----------     --------
Balance at December 31, 2000.........................          --           --      9,931,500        9,931      16,708      243,250

February 2001, expense recognized on
    warrants that became fully vested and
    exercisable (Note 5).............................          --           --             --           --          --           --
May 2001, options granted to purchase
    100,000 shares of common stock (Note 5)..........          --           --             --           --          50           --
July 2001, options granted to purchase
    100,000 shares of common stock (Note 5)..........          --           --             --           --         100           --
August 2001, stock issued to consultant in
    exchange for services ($.31/share) (Note 5)......          --           --        200,000          200          --           --
August 2001, stock issued to attorney in
</TABLE>

<TABLE>
<CAPTION>
                                                                                     DEFICIT
                                                                                   ACCUMULATED
                                                        ADDITIONAL                    DURING
                                                         PAID-IN       DEFERRED    DEVELOPMENT
                                                         CAPITAL     COMPENSATION     STAGE          TOTAL
                                                       -----------   ------------  -----------    ----------
<S>                                                    <C>           <C>           <C>            <C>
Balance at June 17, 1999 (inception).................  $        --   $        --   $        --    $       --
July 1999, sale of founders stock at
    $.0054 per share.................................       32,600            --            --        40,000
July 1999, stock issued to an individual
    in exchange for services (Note 5)................        9,644            --            --        10,744
August 1999, sale of common stock
    at $.01 per share................................        2,250            --            --         2,500
October 1999, options granted to
    purchase 250,000 shares of
    common stock (Note 5)............................           --            --            --           500
Services contributed by officers (Note 2)............      123,870            --            --       123,870
Net loss.............................................           --            --      (150,753)     (150,753)
                                                       -----------   -----------   -----------    ----------
Balance at December 31, 1999.........................      168,364            --      (150,753)       26,861

February 2000, capital contributed
    by officers (Note 2) ............................       10,000            --            --        10,000
August 2000, options granted to purchase
    110,000 shares of common stock (Note 5)..........           --            --            --         1,690
August 2000, warrants granted to
    purchase 2,250,000 shares of
    common stock (Note 5)............................           --      (243,250)           --            --
September 2000, sale of common stock at
    $1.00 per share pursuant to private offering,
    net of offering costs of $21,180 (Note 5)........    1,098,200            --            --     1,099,320
September 2000, exercise of stock options
    at $.10 per share (Note 5).......................        6,161            --            --         6,100
November 2000, options granted to
    purchase 120,000 shares of common
    stock (Note 5)...................................           --            --            --        14,640
Services contributed by officers (Note 2) ...........      147,300            --            --       147,300
Net loss ............................................           --            --      (573,860)     (573,860)
                                                       -----------   -----------   -----------    ----------
Balance at December 31, 2000.........................    1,430,025      (243,250)     (724,613)      732,051

February 2001, expense recognized on
    warrants that became fully vested and
    exercisable (Note 5).............................           --       243,250            --       243,250
May 2001, options granted to purchase
    100,000 shares of common stock (Note 5)..........           --            --            --            50
July 2001, options granted to purchase
    100,000 shares of common stock (Note 5)..........           --            --            --           100
August 2001, stock issued to consultant in
    exchange for services ($.31/share) (Note 5)......       61,800            --            --        62,000
August 2001, stock issued to attorney in
</TABLE>

                 See accompanying notes to financial statements

                                       F-5

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<S>                                                    <C>            <C>          <C>           <C>          <C>          <C>
    exchange for services ($.31/share) (Note 5)......          --           --        150,000          150          --           --
November 2001, stock issued to attorney in
    exchange for services ($.20/share) (Note 5)......          --           --        220,000          220          --           --
Net loss.............................................          --           --             --           --          --           --
                                                       ----------     --------     ----------    ---------    --------     --------
Balance at December 31, 2001.........................          --           --     10,501,500       10,501      16,858      243,250

January 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        280,000          280          --           --
January 2002, stock issued to consultant in
    exchange for services (Note 5)...................          --           --        150,000          150          --           --
February 2002, sale of common stock (Note 5).........          --           --        173,333          174          --           --
February 2002, stock issued in Plan of
    Reorganization, net of rescinded shares
    (Note 8).........................................          --           --     10,000,000       10,000          --           --
February 2002, options granted to purchase
    9,137,500 shares of common stock (Note 5)........          --           --             --           --     205,000           --
February 2002, warrants granted to purchase
    1,500,003 shares of common stock (Note 5)........          --           --             --           --          --       50,000
February 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        251,000          251          --           --
March 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        400,000          400          --           --
March 2002, stock issued to consultants in
    exchange for services (Note 5)...................          --           --      2,675,000        2,675          --           --
May 2002, sale of common stock (Note 5) .............          --           --      1,000,000        1,000          --           --
June 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        439,897          440          --           --
July 2002, stock issued to consultants in
    exchange for services (Note 5)...................          --           --      3,250,000        3,250          --           --
July 2002, stock issued to officers in
    exchange for services (Note 2)...................          --           --        725,000          725          --           --
July 2002, options granted to purchase
    100,000 shares of common stock (Note 5) .........          --           --             --           --       1,450           --
July 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        233,885          234          --           --
August 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        393,278          393          --           --
September 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        536,357          536          --           --
October 2002, stock issued to attorney in
    exchange for services (Note 5)...................          --           --        208,833          209          --           --
November 2002, stock issued to consultant
    in exchange for services (Note 5)................          --           --        500,000          500          --           --
Net loss ............................................          --           --             --           --          --           --
                                                       ----------     --------     ----------    ---------    --------     --------
Balance at December 31, 2002.........................          --     $     --     31,718,083    $  31,718    $223,308     $293,250
                                                       ==========     ========     ==========    =========    ========     ========
</TABLE>

<TABLE>
<S>                                                    <C>           <C>           <C>            <C>
    exchange for services ($.31/share) (Note 5)......       46,350            --            --        46,500
November 2001, stock issued to attorney in
    exchange for services ($.20/share) (Note 5)......       43,780            --            --        44,000
Net loss.............................................           --            --    (1,227,410)   (1,227,410)
                                                       -----------   -----------   -----------   -----------
Balance at December 31, 2001.........................    1,581,955            --    (1,952,023)      (99,459)

January 2002, stock issued to attorney in
    exchange for services (Note 5)...................       55,720            --            --        56,000
January 2002, stock issued to consultant in
    exchange for services (Note 5)...................      112,350            --            --       112,500
February 2002, sale of common stock (Note 5).........      119,826            --            --       120,000
February 2002, stock issued in Plan of
    Reorganization, net of rescinded shares
    (Note 8).........................................      (10,000)           --            --            --
February 2002, options granted to purchase
    9,137,500 shares of common stock (Note 5)........           --            --            --       205,000
February 2002, warrants granted to purchase
    1,500,003 shares of common stock (Note 5)........           --            --            --        50,000
February 2002, stock issued to attorney in
    exchange for services (Note 5)...................       32,379            --            --        32,630
March 2002, stock issued to attorney in
    exchange for services (Note 5)...................       51,600            --            --        52,000
March 2002, stock issued to consultants in
    exchange for services (Note 5)...................      371,825            --            --       374,500
May 2002, sale of common stock (Note 5) .............      499,000            --            --       500,000
June 2002, stock issued to attorney in
    exchange for services (Note 5)...................       41,350            --            --        41,790
July 2002, stock issued to consultants in
    exchange for services (Note 5)...................      240,500            --            --       243,750
July 2002, stock issued to officers in
    exchange for services (Note 2)...................       53,650            --            --        54,375
July 2002, options granted to purchase
    100,000 shares of common stock (Note 5) .........           --            --            --         1,450
July 2002, stock issued to attorney in
    exchange for services (Note 5)...................       23,155            --            --        23,389
August 2002, stock issued to attorney in
    exchange for services (Note 5)...................       21,630            --            --        22,023
September 2002, stock issued to attorney in
    exchange for services (Note 5)...................       28,955            --            --        29,491
October 2002, stock issued to attorney in
    exchange for services (Note 5)...................        5,221            --            --         5,430
November 2002, stock issued to consultant
    in exchange for services (Note 5)................       12,500            --            --        13,000
Net loss ............................................           --            --    (2,125,143)   (2,125,143)
                                                       -----------   -----------   -----------   -----------
Balance at December 31, 2002.........................  $ 3,241,616   $        --   $(4,077,166)  $  (287,274)
                                                       ===========   ===========   ===========   ===========
</TABLE>

                 See accompanying notes to financial statements

                                       F-6

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                        JUNE 17,
                                                                                                         1999
                                                                       FOR THE YEARS ENDED            (INCEPTION)
                                                                          DECEMBER 31,                  THROUGH
                                                                  -----------------------------       DECEMBER 31,
                                                                      2002              2001             2002
                                                                  -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>
Cash flows from operating activities:
    Net loss..............................................        $(2,125,143)      $(1,227,410)      $(4,077,166)
    Adjustments to reconcile net loss to net cash
        used in operating activities:
            Depreciation and amortization.................             14,153           135,490           169,611
            Stock-based compensation (Note 5).............          1,317,328           395,900         1,724,472
            Contributed services (Note 2).................                 --                --           271,170
            Asset impairment charge (Note 4)..............             31,917           218,492           250,409
            Changes in operating assets and liabilities:
                Prepaid expenses..........................                 --             2,405                --
                Accounts payable and accruals.............             40,953            15,716           147,784
                Due to former merger candidate............            150,000                --           150,000
                Unearned revenue..........................               (128)             (808)              164
                                                                  -----------       -----------       -----------
                     Net cash used in
                        operating activities..............           (570,920)         (460,215)       (1,363,556)
                                                                  -----------       -----------       -----------
Cash flows from investing activities:
    Equipment purchases...................................                 --            (2,400)          (19,054)
    Payments for copyright................................                 --                --              (485)
    Payments for trademark................................                 --                --            (2,460)
    Payments for web site.................................                 --          (123,549)         (345,935)
    Payments for patent...................................                 --            (2,657)          (29,457)
    Payments for leasehold improvements...................                 --                --            (2,802)
                                                                  -----------       -----------       -----------
                     Net cash used in
                        investing activities..............                 --          (128,606)         (400,193)
                                                                  -----------       -----------       -----------
Cash flows from financing activities:
    Proceeds from the sale of common stock
        net of offering costs.............................            620,000                --         1,778,150
    Proceeds from exercise of stock options ..............                 --                --             6,100
    Payments on capital lease obligations ................            (19,543)           (6,891)          (29,967)
    Proceeds from director loans..........................                 --            30,000            30,000
    Repayment of director loans...........................            (30,000)               --           (30,000)
    Proceeds from shareholder loan .......................             25,000                --            25,000
    Repayment of shareholder loan.........................            (25,000)               --           (25,000)
    Contributed capital...................................                 --                --            10,000
                                                                  -----------       -----------       -----------
                     Net cash provided by
                        financing activities..............            570,457            23,109         1,764,283
                                                                  -----------       -----------       -----------
                        Net change in cash................               (463)         (565,712)              534

Cash, beginning of period.................................                997           566,709                --
                                                                  -----------       -----------       -----------

Cash, end of period.......................................        $       534       $       997       $       534
                                                                  ===========       ===========       ===========

Supplemental disclosure of cash flow information:
    Income taxes..........................................        $        --       $        --       $        --
                                                                  ===========       ===========       ===========
    Interest..............................................        $     2,225       $     4,490       $     8,860
                                                                  ===========       ===========       ===========

Non-cash financing activities:
    Equipment acquired under capital lease................        $        --       $        --       $    29,967
                                                                  ===========       ===========       ===========
</TABLE>

                 See accompanying notes to financial statements

                                       F-7

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

(1)      ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

              ORGANIZATION AND BASIS OF PRESENTATION

              Opus Media Group, Inc. (the "Company") was incorporated on June
              17, 1999 to capitalize on the growing demand for online medical
              records systems through the systematic acquisition of paying
              members from targeted marketing groups which include corporations,
              organizations or associations. The goal of the Company is to
              become the premier national provider of online medical records
              systems. The Company is a development stage enterprise in
              accordance with Statement of Financial Accounting Standard (SFAS)
              No. 7. The Company has generated minimal revenues to date, and the
              Company continues to evaluate its business plan.

              Inherent in the Company's business are various risks and
              uncertainties, including its limited operating history, historical
              operating losses, dependence upon strategic alliances, and the
              limited history of the need for internet services. The Company's
              future ability to continue as a going concern will be dependent
              upon its ability to create and provide effective online medical
              records systems, the continued acceptance of the Internet and the
              Company's ability to develop and provide new products that meet
              customers' changing requirements, including the effective use of
              leading technologies, to continue to enhance its current systems,
              and to influence and respond to emerging industry standards and
              other technological changes on a timely and cost-effective basis.

              The Company is in immediate need of funding. If the Company does
              not begin to earn adequate revenues to sufficiently fund
              operations, the Company will attempt to raise capital through the
              sale of its securities. There can be no assurance, however, that
              additional financing will be available when needed or on terms
              acceptable to the Company. There can be no assurance that the
              Company will be able to continue as a going concern, or achieve
              material revenues and profitable operations.

              On February 5, 2002, the Company acquired 100 percent of the
              issued and outstanding common stock of ToolTrust ("ToolTrust")
              Corporation in exchange for 20,000,000 shares of the Company's
              common stock pursuant to an Agreement and Plan of Reorganization.
              On May 9, 2002, the Company entered into share exchange agreements
              with certain parties of the reorganization, which amended the
              reorganization (see Note 8). Following the reorganization,
              ToolTrust became a wholly-owned subsidiary of the Company. In
              addition, the Company formed a wholly-owned subsidiary to operate
              the on-line medical records business.

              USE OF ESTIMATES

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

              CASH AND CASH EQUIVALENTS

              The Company considers all highly liquid debt instruments with
              original maturities of three months or less when acquired to be
              cash equivalents. The Company had no cash equivalents at December
              31, 2002.

                                       F-8

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              PROPERTY AND EQUIPMENT

              Property and equipment are stated at cost. Depreciation is
              calculated using the straight-line method over the estimated
              useful lives of the related assets, generally ranging from three
              to five years. Property and equipment under capital leases are
              stated at the present value of minimum lease payments and are
              amortized using the straight-line method over the shorter of the
              lease term or the estimated useful lives of the assets. Leasehold
              improvements are amortized using the straight-line method over the
              estimated useful lives of the assets or the term of the lease,
              whichever is shorter.

              DEFERRED COSTS

              Deferred costs include various patent and trademark application
              costs and deferred offering costs. The Company will begin
              amortizing the patent and trademark costs as the applications are
              approved. Deferred offering costs consist of legal, accounting and
              printing costs incurred in connection with the Company's private
              offering. The deferred costs were offset against the proceeds from
              the offering, at the closing of the offering.

              INTANGIBLE ASSETS

              Intangible assets consist of a copyright, a web site and software
              costs:

              Copyright

              Costs are amortized over the estimated useful life of three years
              on the straight-line basis.

              Web site and software costs

              The Company has adopted EITF 00-2, "Accounting for Web Site
              Development costs." This EITF requires that costs of developing a
              web site include the costs of developing services that are offered
              to visitors (chat rooms, search engines, e-mail, calendars, and so
              forth), and should be accounted for in accordance with AICPA
              Statement of Position 98-1 "Accounting For the Costs of Computer
              Software Developed for Internal Use" (SOP 98-1).

              In accordance with the provisions of SOP 98-1 the cost of
              developing and implementing the Company's internet web site was
              expensed until the Company determined that the web site would
              result in future economic benefit and management was committed to
              funding the project. Any costs incurred during the preliminary
              project stage such as legal costs associated with the software or
              web site agreements were expensed. Thereafter, all direct external
              implementation and development costs were capitalized and
              amortized using the straight-line method over the remaining
              estimated useful lives, not exceeding three years. The Company
              capitalized direct external implementation and development costs
              of $46,150 and $7,500, respectively, during the year ended
              December 31, 2000 and the period from June 17, 1999 (inception) to
              December 31, 1999. The Company recorded amortization expense
              related to the capitalized web site costs of $12,131 and $-0-,
              respectively for the year ended December 31, 2000 and for the
              period from June 17, 1999 (inception) to December 31, 1999.
              Preliminary project stage and post implementation costs were
              expensed.

                                      F-9

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              IMPAIRMENT OF LONG-LIVED ASSETS

              The Company evaluates the carrying value of its long-lived assets
              under the provisions of SFAS No. 144, Accounting for the
              Impairment or Disposal of Long-Lived Assets. Statement No. 144
              requires impairment losses to be recorded on long-lived assets
              used in operations when indicators of impairment are present and
              the undiscounted future cash flows estimated to be generated by
              those assets are less than the assets' carrying amount. If such
              assets are impaired, the impairment to be recognized is measured
              by the amount by which the carrying amount of the assets exceeds
              the fair value of the assets. Assets to be disposed of are
              reported at the lower of the carrying value or fair value, less
              costs to sell.

              REVENUE RECOGNITION

              The Company recognizes membership fees ratably over the period of
              the membership. Fees received in advance are reflected as unearned
              revenue in the accompanying financial statement.

              SALES AND MARKETING COSTS

              Marketing expense includes the costs of advertising and other
              general sales and marketing costs. The Company expenses the cost
              of advertising and promoting its services as incurred.

              FINANCIAL INSTRUMENTS

              The carrying amounts of cash, accounts payable and other accrued
              liabilities approximate fair value due to the short-term maturity
              of the instruments.

              STOCK-BASED COMPENSATION

              The Company accounts for stock-based employee compensation
              arrangements in accordance with Accounting Principles Board
              ("APB") Opinion 25, "Accounting for Stock Issued to Employees" and
              complies with the disclosure provisions of SFAS No. 123,
              "Accounting for Stock-Based Compensation." Under APB No. 25,
              compensation expense is based on the difference, if any, on the
              date of grant, between the fair value of the Company's stock and
              the exercise price. The Company accounts for stock issued to
              non-employees in accordance with the provisions of SFAS No. 123.
              SFAS 123 requires the fair value based method of accounting for
              stock issued to non-employees in exchange for services.

              Companies that elect to use the method provided in APB 25 are
              required to disclose pro forma net income and pro forma earnings
              per share information that would have resulted from the use of the
              fair value based method. The Company has elected to continue to
              determine the value of stock-based compensation arrangements under
              the provisions of APB 25. Pro forma disclosures have been included
              in Note 5.

                                      F-10

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              LOSS PER COMMON SHARE

              The Company reports net loss per share using a dual presentation
              of basic and diluted loss per share. Basic net loss per share
              excludes the impact of common stock equivalents. Diluted net loss
              per share utilizes the average market price per share when
              applying the treasury stock method in determining common stock
              equivalents. As of December 31, 2002, there were 9,856,500 vested
              common stock options outstanding, which were excluded from the
              calculation of net loss per share-diluted because they were
              antidilutive. Also excluded from the calculation of net loss per
              share-diluted were 3,750,003 outstanding common stock warrants,
              which would also be antidilutive.

(2)      RELATED PARTY TRANSACTIONS

              In May 2002, a shareholder loaned the Company $25,000 for working
              capital. The loan carries an interest rate of 10 percent and
              matures on May 31, 2003. The Company repaid the loan prior to
              December 31, 2002. Accrued interest on the loan totaled $1,072 at
              December 31, 2002.

              During the year ended December 31, 2002, the Company issued
              725,000 shares of its common stock to its officers in exchange for
              operational services. The market value of the common stock on the
              transaction date was $.075 per share. Stock-based compensation
              expense of $54,375 was recognized in the accompanying financial
              statements for the year ended December 31, 2002.

              On August 23, 2001, three directors each advanced the Company
              $10,000 for working capital. The advances are non-interest bearing
              and are due on demand. The Company repaid the advances in February
              2002.

              Certain officers of the Company provided services such as
              administration, accounting and project management, at no charge.
              The value of those services was recognized in the accompanying
              financial statements through a charge to compensation expense and
              a corresponding credit to paid-in capital. The Company recognized
              contributed services totaling $-0-, $-0- and $271,170,
              respectively, for the years ended December 31, 2002 and 2001 and
              June 17, 1999 (inception) through December 31, 2002.

              In February 2000, officers contributed a total of $10,000 for
              working capital.

(3)      PROPERTY AND EQUIPMENT

              Property and equipment consisted of the following at December 31,
              2002:

<TABLE>
<S>                                                                         <C>
Property and equipment under capital lease...............................   $   29,967
Leasehold improvements...................................................        2,802
Furniture and equipment..................................................       19,054
                                                                            ----------
                                                                                51,823
Less accumulated depreciaiton and amortization...........................      (39,227)
                                                                            ----------
                                                                            $   12,596
                                                                            ==========
</TABLE>

              Depreciation expense totaled $13,991, $20,017, and $39,227 for the
              years ended December 31, 2002 and 2001, and from June 17, 1999
              (inception) through December 31, 2002.

                                      F-11

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

(4)      INTANGIBLE ASSETS AND DEFERRED COSTS

              INTANGIBLE ASSETS

              Intangible assets consisted of the following at December 31, 2002:

<TABLE>
<S>                                                                       <C>
Web site..............................................................    $    345,935
Copyright.............................................................             485
                                                                          ------------
                                                                               346,420
Less:
  Accumulated amortization............................................        (127,928)
  Asset impairment charge (2001)......................................        (218,492)
                                                                          ------------
                                                                          $          -
                                                                          ============
</TABLE>

              Amortization expense totaled $162, $115,473, and $127,928 for the
              years ended December 31, 2002 and 2001, and from June 17, 1999
              (inception) through December 31, 2002.

              ASSET IMPAIRMENT CHARGE-WEB SITE

              Due to the Company's continued losses since inception and
              uncertainty regarding the ultimate recovery of the Company's
              intangible assets, the Company recorded an asset impairment charge
              against its web site totaling $218,492, or ($.022) per common
              share during the year ended December 31, 2001.

              DEFERRED COSTS

              Deferred costs consisted of the following at December 31, 2001:

<TABLE>
<S>                                                                       <C>
Patent...............................................................     $     29,457
Service mark.........................................................            2,460
                                                                          ------------
                                                                                31,917
Less:
     Asset impairment charge (2002)..................................          (31,917)
                                                                          ------------
                                                                          $          -
                                                                          ============
</TABLE>

              ASSET IMPAIRMENT CHARGE-DEFERRED COSTS

              Due to the Company's continued losses since inception and
              uncertainty regarding the ultimate recovery of the Company's
              intangible assets, the Company recorded an asset impairment charge
              against its patent costs and service mark totaling $31,917, or
              ($.001) per common share during the year ended December 31, 2002.

                                      F-12

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

(5)      SHAREHOLDERS' EQUITY

              COMMON STOCK

              During February 2002, the Company sold 173,333 shares of its
              common stock for $120,000 ($.69 per share).

              During May 2002, the Company sold 1,000,000 shares of its common
              stock for $500,000 ($.50 per share).

              During the year ended December 31, 2002, the Company issued
              6,575,000 shares of its common stock to unrelated third parties in
              exchange for marketing, public relations, and other consulting
              services. The market value of the common stock ranged from $.03 to
              $.75 per share. Stock-based compensation expense of $1,000,199 was
              recognized in the accompanying financial statements for the year
              ended December 31, 2002.

              During the year ended December 31, 2002, the Company issued
              2,743,250 shares of its common stock to its attorney in exchange
              for legal services. The market value of the common stock ranged
              from $.03 to $.20 per share. Stock-based compensation expense of
              $262,754 was recognized in the accompanying financial statements
              for the year ended December 31, 2002.

              On August 3, 2001, the Company issued Juliard Communications, Inc.
              ("Juliard") 200,000 of the Company's common stock in exchange for
              visual design, re-design of the Company's web site, computer
              programming, and assistance with advertising and marketing. The
              market value of the common stock on the transaction date was $.31
              per share. Stock-based compensation expense of $62,000 was
              recognized in the accompanying financial statements for the year
              ended December 31, 2001.

              On August 3, 2001, the Company issued 150,000 shares of its common
              stock to its attorney in exchange for legal services. The market
              value of the common stock on the transaction date was $.31 per
              share. Stock-based compensation expense of $46,500 was recognized
              in the accompanying financial statements for the year ended
              December 31, 2001.

              On November 7, 2001, the Company issued 220,000 shares of its
              common stock to its attorney in exchange for legal services. The
              market value of the common stock on the transaction date was $.20
              per share. Stock-based compensation expense of $44,000 was
              recognized in the accompanying financial statements for the year
              ended December 31, 2001.

              During the period from May 2000 to September 2000, the Company
              sold 1,120,500 shares of its $.001 par value common stock for
              $1.00 per share in a private offering pursuant to an exemption
              from registration under Rule 506 (a) of Regulation D of the
              Securities Act of 1933, as amended. Net proceeds from the offering
              totaled $1,099,320, after deducting offering expenses of $21,180.

              In July 1999 the Company issued 1,100,000 shares of its restricted
              common stock in exchange for consulting services valued at $10,744
              which is recorded as stock based compensation in the accompanying
              financial statements. Of this amount, $5,000 was attributable to
              legal fees and $5,744 was for consulting services. The
              transactions were valued at the value of the services.

                                      F-13

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              PREFERRED STOCK

              The Company is authorized to issue 1,000 shares of $.001 par value
              preferred stock. The Company may divide and issue the Preferred
              Shares in series. Each Series, when issued, shall be designated to
              distinguish them from the shares of all other series. The relative
              rights and preferences of these series include preference of
              dividends, redemption terms and conditions, amount payable upon
              shares of voluntary or involuntary liquidation, terms and
              condition of conversion as well as voting powers.

              STOCK OPTIONS

              The Company has adopted a non-qualified stock option and stock
              grant plan for the benefit of key personnel and others providing
              significant services. Options granted pursuant to the plan will be
              exercisable at a price no less than the market value of the shares
              of common stock on the date of grant. There were 619,000 options
              outstanding under the Company's non-qualified stock option plan as
              of December 31, 2001. The Company granted options to purchase an
              additional 9,237,500 shares of common stock during the year ended
              December 31, 2002. According to the Company's policy, options
              granted to non-employees are accounted for under the fair value
              method, while options granted to employees and directors are
              accounted for using the intrinsic method. The fair value of the
              Company's common stock was determined by the board of directors
              based on contemporaneous equity transactions and other analysis.

              OPTION PRICING MODEL

              The fair value of each option granted has been estimated as of the
              grant date using the Black-Scholes option pricing model. The
              following weighted-average assumptions were used for the year
              ended December 31, 2002: risk-free interest rate of 2.0 percent,
              expected volatility of 6.5 percent, expected life ranging from two
              to three years, and no expected dividends. The following
              weighted-average assumptions were used for the year ended December
              31, 2001: risk-free interest rate of 5.0 percent, expected
              volatility of 6.5 percent, expected life of three years, and no
              expected dividends.

              From June 17, 1999 (inception) to December 31, 1999, the weighted
              average exercise price and fair value of options granted were $.10
              and $.002, respectively, on the date of grant for options granted
              with an exercise price greater than the fair value of the stock.
              During the year ended December 31, 2000, the weighted average
              exercise price and fair value of options granted was $1.10 and
              $.169, respectively, on the date of grant for options granted with
              an exercise price greater than the fair value of the stock. During
              the year ended December 31, 2001, the weighted average exercise
              price and fair value of options granted was $1.10 and $.001,
              respectively, on the date of grant for options granted with an
              exercise price greater than the fair value of the stock. During
              the year ended December 31, 2002, the weighted average exercise
              price and fair value of options granted was $.65 and $.03,
              respectively, on the date of grant for options granted with an
              exercise price greater than the fair value of the stock. There
              were no options granted with exercise prices that equaled or were
              less than the fair value of the underlying stock on the date of
              grant.

              The fair value of each warrant granted has been estimated as of
              the grant date using the Black-Scholes option pricing model. The
              following weighted-average assumptions were used for the year
              ended December 31, 2002: risk-free interest rate of 2.0 percent,
              expected volatility of 6.5 percent, expected life ranging from two
              to three years, and no expected dividends. The following
              weighted-average assumptions were used for the year ended December
              31, 2000: risk-free interest rate of 5.8 percent, expected
              volatility of zero percent, expected life of three to five years,
              and no expected dividends. During the year ended December 31,
              2000, the weighted average exercise price and fair value of

                                      F-14

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              warrants granted was $1.55 and $.107, respectively, on the date of
              grant for warrants granted with an exercise price greater than the
              fair value of the stock. During the year ended December 31, 2002,
              the weighted average exercise price and fair value of warrants
              granted was $1.17 and $.03, respectively, on the date of grant for
              options granted with an exercise price greater than the fair value
              of the stock. There were no warrants granted with exercise prices
              that equaled or were less than the fair value of the underlying
              stock on the date of grant.

              The Black-Scholes option valuation model was developed for use in
              estimating the fair value of traded options and warrants, which
              have no vesting restrictions and are fully transferable. Option
              valuation models also require the input of highly subjective
              assumptions such as expected option life and expected stock price
              volatility. Because the Company's stock-based awards have
              characteristics significantly different from those of traded
              options and because changes in the subjective input assumptions
              can materially affect the fair value estimate, the Company
              believes that the existing option valuation models do not
              necessarily provide a reliable single measure of the fair value of
              its stock-based awards.

              OPTIONS GRANTED TO NON-EMPLOYEES, ACCOUNTED FOR UNDER THE FAIR
              VALUE METHOD

              On March 22, 2002, the Company entered into agreements with
              thirteen unrelated third party consultants to provide consulting
              and advisory services to the Company. The Company granted certain
              of the consultants fully vested options to purchase an aggregate
              of 7,000,000 shares of the Company's common stock. On March 22,
              2002 the market value of the stock was $.14. The exercise prices
              on the options range from $.25 to $1.50 and expire on May 31,
              2005. The Company determined the fair value of the options in
              accordance with SFAS 123 to be $.03 per share and have recorded
              stock based compensation expense of $205,000.

              On July 9, 2001, the Company entered into agreements with three
              unrelated third party consultants to provide technical advisory
              services, software development services, and graphic services to
              the Company. The Company granted the consultants fully vested
              options to purchase 100,000 shares of the Company's common stock.
              On July 9, 2001 the market value of the stock was $.70. The
              options are exercisable at $1.10 and expire on July 9, 2006. The
              Company determined the fair value of the options in accordance
              with SFAS 123 to be $.001 per share and have recorded stock based
              compensation expense of $100.

              On May 24, 2001, the Company entered into agreements with four
              unrelated third party consultants to provide technical advisory
              services, software development services, and graphic services to
              the Company. The Company granted the consultants fully vested
              options to purchase 50,000 shares of the Company's common stock.
              The Company's common stock was not traded on May 24, 2001 and had
              a nominal value. The options are exercisable at $1.10 and expire
              on May 24, 2006. The Company determined the fair value of the
              options in accordance with SFAS 123 to be $.001 per share and have
              recorded stock based compensation expense of $50.

              On November 3, 2000, the Company entered into agreements with four
              unrelated third party consultants to provide technical advisory
              services, software development services, and graphic services to
              the Company. The Company granted the consultants fully vested
              options to purchase 120,000 shares of the Company's common stock.
              On November 3, 2000 the fair value of the stock was $1.00. The
              options are exercisable at $1.10 and expire on November 3, 2003.
              The Company determined the fair value of the options in accordance
              with SFAS 123 to be $.122 and have recorded stock based
              compensation expense of $14,640.

                                      F-15

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              On August 1, 2000 the Company entered into an agreement with one
              unrelated third party consultant to provide web site consulting
              services to the Company. The Company granted the consultant fully
              vested options to purchase 10,000 shares of the Company's common
              stock. On August 1, 2000 the fair value of the stock was $1.00.
              The options are exercisable at $1.10 and expire on July 31, 2005.
              The Company determined the fair value of the options in accordance
              with SFAS 123 to be $.169 and have recorded stock based
              compensation expense of $1,690.

              On October 15, 1999 the Company entered into agreements with seven
              unrelated third party consultants to provide technical advisory
              services, software development services, printing services, and
              graphic services to the Company. The Company granted the
              consultants fully vested options to purchase 250,000 shares of the
              Company's common stock. On October 15, 1999 the fair value of the
              stock was $.0054. The options are exercisable at $.10 and expire
              on October 14, 2004. The Company determined the fair value of the
              options in accordance with SFAS 123 to be $.002 and have recorded
              stock based compensation expense of $500.

              OPTIONS GRANTED TO EMPLOYEES, ACCOUNTED FOR UNDER THE FAIR VALUE
              METHOD (PRO FORMA)

              During the year ended December 31, 2002, employees of the Company
              were granted options to purchase 2,487,500 and 50,000 shares of
              common stock on March 22, 2002 and July 23, 2002, respectively.

              In prior years, an employee of the Company was granted options to
              purchase 50,000 and 100,000 shares of common stock on May 24, 2001
              and August 1, 2000, respectively.

              Had compensation expense been recorded based on the fair value at
              the grant date, and charged to expense over vesting periods,
              consistent with the provisions of SFAS 123, the Company's net loss
              and net loss per share would have increased to the pro forma
              amounts indicated below:

<TABLE>
<CAPTION>
                                                                                              June 17, 1999
                                                                                               (Inception)
                                                                 December 31,                    Through
                                                       --------------------------------        December 31,
                                                            2002              2001                2002
                                                       -------------      ------------        -------------
<S>                                                    <C>                <C>                 <C>
Net loss, as reported...............................   $ (2,274,158)      $ (1,227,410)       $ (4,226,181)
   Decrease due to:
       Employee stock options.......................       (110,200)               (50)           (127,150)
                                                       ------------       ------------        ------------
Pro forma net loss..................................   $ (2,384,358)      $ (1,227,460)       $ (4,353,331)
                                                       ============       ============        ============

As reported:
    Net loss per share - basic and diluted..........   $      (0.10)      $      (0.12)
                                                       ============       ============
Pro Forma:
    Net loss per share - basic and diluted..........   $      (0.10)      $      (0.12)
                                                       ============       ============
</TABLE>

              WARRANTS

              On February 5, 2002, the Company granted warrants to purchase
              1,500,003 shares of the Company's common stock to former officers
              and directors of the Company at exercise prices ranging from $.50

                                      F-16

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              to $2.00 per share (see Note 8). On February 5, 2002 the fair
              value of the stock was $.38 per share. The warrants expire on
              February 5, 2004. The Company determined the fair value of the
              warrants to be $.03 per share and has recognized stock-based
              compensation of $50,000.

              On August 1, 2000, the Company entered into agreements with three
              unrelated third party consultants to provide investment banking
              services to the Company. The Company granted the consultants
              warrants to purchase 1,250,000 shares of the Company's common
              stock at an exercise price of $1.10. On August 1, 2000 the fair
              value of the stock was $1.00. The warrants are exercisable
              beginning on February 3, 2001 and expire on February 2, 2005. The
              Company determined the fair value of the warrants to be $.121 and
              recorded deferred compensation of $151,250. The deferred
              compensation was subsequently expensed in 2001.

              Also on August 1, 2000, the Company entered into agreements with
              the aforementioned consultants. The Company granted the
              consultants warrants to purchase 1,000,000 shares of the Company's
              common stock at an exercise price of $2.00. On August 1, 2000 the
              fair value of the stock was $1.00. The warrants are exercisable on
              February 3, 2001 and expire on February 2, 2005. The Company
              determined the fair value of the warrants in accordance with SFAS
              123 to be $.092 and have recorded deferred compensation of
              $92,000.

              During the year ended December 31, 2001, the warrants became fully
              vested and the $243,250 of deferred compensation was charged to
              operations as stock-based compensation.

              SUMMARY

              Following is a summary of the Company's stock option awards to
              purchase shares of common stock as of December 31, 2002, and the
              changes since inception:

<TABLE>
<CAPTION>
                Description                         Options         Warrants
                -----------                        ---------       ---------
<S>                                                <C>             <C>
Outstanding at June 17, 1999 (inception)........           -               -
Granted.........................................     250,000               -
Exercised.......................................           -               -
Canceled........................................           -               -
                                                   ---------       ---------
Outstanding at December 31, 1999................     250,000               -
Granted.........................................     230,000       2,250,000
Exercised.......................................     (61,000)              -
Canceled........................................           -               -
                                                   ---------       ---------
Outstanding at December 31, 2000................     419,000       2,250,000
Granted.........................................     200,000               -
Exercised.......................................           -               -
Canceled........................................           -               -
                                                   ---------       ---------
Outstanding at December 31, 2001................     619,000       2,250,000
Granted.........................................   9,537,500       1,500,003
Exercised.......................................           -               -
Canceled........................................    (300,000)              -
                                                   ---------       ---------
Outstanding at December 31, 2002................   9,856,500       3,750,003
                                                   =========       =========
</TABLE>

                                      F-17

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

(6)      INCOME TAXES

              A reconciliation of U.S. statutory federal income tax rate to the
              effective rate follows for the years ended December 31, 2002 and
              2001 follows:

<TABLE>
<CAPTION>
                                                                       For the Years Ended
                                                                            December 31,
                                                                    ---------------------------
                                                                     2002                2001
                                                                    -------             -------
<S>                                                                 <C>                 <C>
U.S. statutory federal rate, graduated...........................    34.00%              34.00%
State income tax rate, net of federal............................     3.63%               5.74%
Permanent book-to-tax differences................................     0.00%              -0.35%
Net operating loss (NOL) for which
    no tax benefit is currently available........................   -37.63%             -39.39%
                                                                    ------              ------
                                                                      0.00%               0.00%
                                                                    ======              ======
</TABLE>

              At December 31, 2002, deferred tax assets consisted of a net tax
              asset of $1,558,263, due to operating loss carryforwards of
              $4,000,245, which was fully allowed for, in the valuation
              allowance of $1,558,263. The valuation allowance offsets the net
              deferred tax asset for which there is no assurance of recovery.
              The change in the valuation allowance for the years ended December
              31, 2002 and 2001 totaled $780,876 and $481,073, respectively. The
              current tax benefit also totaled $780,876 and $481,073 for the
              years ended December 31, 2002 and 2001, respectively. The net
              operating loss carryforward expires through the year 2022.

              The valuation allowance will be evaluated at the end of each year,
              considering positive and negative evidence about whether the
              deferred tax asset will be realized. At that time, the allowance
              will either be increased or reduced; reduction could result in the
              complete elimination of the allowance if positive evidence
              indicates that the value of the deferred tax assets is no longer
              impaired and the allowance is no longer required.

              Should the Company undergo an ownership change as defined in
              Section 382 of the Internal Revenue Code, the Company's tax net
              operating loss carryforwards generated prior to the ownership
              change will be subject to an annual limitation, which could reduce
              or defer the utilization of these losses.

(7)      CONSULTING AGREEMENT

              On April 1, 2001, the Company entered into a consulting agreement
              with Juliard. Juliard agreed to provide strategic planning,
              business management, advertising and marketing consulting services
              in exchange for a monthly fee of $5,000. The term of the agreement
              was from April 1, 2001 through September 30, 2001 and could be
              extended with the consent of both parties for a second term of 12
              months. The Company paid Juliard $25,000 during the year ended
              December 31, 2001.

              On July 10, 2001, the parties amended the agreement. Juliard
              agreed to perform additional services including visual design,
              re-design of the Company's web site, computer programming, and
              assistance with advertising and marketing in exchange for 200,000
              shares of the Company's common stock. Pursuant to the agreement,
              the Company issued 200,000 shares of its common stock to Juliard
              on August 3, 2001 (also see Note 5).

                                      F-18

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

(8)      AGREEMENT AND PLAN OF REORGANIZATION AND SUBSEQUENT PARTIAL RESCISSION

              On February 5, 2002, the Company acquired 100 percent of the
              issued and outstanding common stock of ToolTrust Corporation, a
              private Nevada corporation, in exchange for an aggregate of
              20,000,000 shares of the Company's common stock pursuant to an
              Agreement and Plan of Reorganization dated October 19, 2001 (the
              "Reorganization"). At the time of the Reorganization, ClearDialog
              Communications, Inc. ("ClearDialog") and LocalToolbox Corporation
              ("LocalToolbox") were wholly-owned subsidiaries of ToolTrust. In
              connection with the Reorganization, the Company formed a
              wholly-owned subsidiary to operate the on-line medical records
              business.

              On May 9, 2002, the Company entered into share exchange agreements
              with certain former shareholders of ClearDialog and LocalToolbox
              wherein the former shareholders reacquired their shares of
              ClearDialog and LocalToolbox in exchange for approximately
              9,300,000 shares of the 20,000,000 shares of the Company's common
              stock to be issued pursuant to the Reorganization. As a result of
              the transactions, ToolTrust no longer has an interest in these
              entities. The Company granted to LocalToolbox a license to utilize
              the Company's technology related to on-line medical records. The
              Company is also obligated to pay LocalToolBox a total of $150,000
              in two $75,000 payments that are due on October 19, 2002 and April
              19, 2003. Payment of the settlement amount is secured by 1,500,000
              shares of the Company's restricted common stock and the Company's
              technology and pending patent application related to its online
              medical records business. The $150,000 settlement was in default
              as of the date of this report.

              Pursuant to an agreement dated May 9, 2002, Robert L. Evans, James
              K. Robbins and Garrett J. Girvan resigned their respective
              positions as officers and directors of the Company and its
              subsidiaries IDMedical, Inc. and ToolTrust. Messrs. Evans, Robbins
              and Girvan will continue as officers/directors of LocalToolbox and
              ClearDialog.

              As part of the closing, the former officers and directors of the
              Company received warrants to purchase the Company's common stock:

<TABLE>
<CAPTION>
  Officer/Director                                 Warrants
---------------------                      -------------------------
<S>                                        <C>
Richard Schaller, Sr.                      166,667 @ $0.50 per share
                                           166,667 @ $1.00 per share
                                           166,667 @ $2.00 per share

Richard Schaller, Jr.                      166,667 @ $0.50 per share
                                           166,667 @ $1.00 per share
                                           166,667 @ $2.00 per share

Neil A. Cox                                166,667 @ $0.50 per share
                                           166,667 @ $1.00 per share
                                           166,667 @ $2.00 per share
</TABLE>

              The warrants were fully vested upon closing and are exercisable
              for a period of two years.

                                      F-19

<PAGE>

                             OPUS MEDIA GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

              Upon closing the Agreement, the former officers and directors of
              the Company were also retained as consultants to the Company to
              assist with the online medical records operations.

(9)      RECORD LABEL AGREEMENT

              In May 2002, the Company sold 1,000,000 shares of its restricted
              common stock to an individual for gross proceeds of $500,000.
              $400,000 of the proceeds were paid to MJJ Ventures, Inc. ("MJJ")
              as an inducement fee pursuant to a Label Term Sheet Agreement
              ("Label Agreement") dated May 11, 2002, between the Company's
              subsidiary, ToolTrust Corporation ("ToolTrust"), and MJJ, as
              described below. The Company intends to change its name to reflect
              its new business initiative.

              The Label Agreement contemplates that ToolTrust and MJJ will form
              a California Limited Liability Company to operate a music label,
              tentatively called "Neverland Records". The Label Agreement
              obligates ToolTrust to pay MJJ a total of $3,800,000 as an
              inducement fee, which is non-refundable. Of this amount, ToolTrust
              had paid MJJ $400,000. The label Agreement also obligates
              ToolTrust to have a minimum of $1,500,000 in funds for the initial
              year of operation of the music label. ToolTrust must also provide
              a minimum of $2,000,000 per year to fund the overhead portion of
              the music label's annual budget for the remaining six years of the
              term of the Label Agreement.

              The Label Agreement contemplates the substantial involvement of
              Michael J. Jackson, and provides Mr. Jackson with discretion to
              grant or deny approval of any artist seeking to sign a recording
              agreement. Mr. Jackson also shall have final approval of all
              creative elements in connection with master recordings and videos.
              Ultimately, however, Mr. Jackson's level of participation with the
              music label, if any, shall be determined at his sole discretion.
              MJJ may "opt-out" of the Label Agreement if the music label is
              unable to secure a distribution deal or the music label has not
              substantially satisfied any material goals set forth in its
              business plan. Mr. Jackson may opt-out for any reason after three
              years. In any such case, ToolTrust is obligated to but-out MJJ's
              interest in the music label. All trademarks, label names, domain
              names, and logos associated with the music label are to remain the
              property of Mr. Jackson, and while the parties may negotiate
              ToolTrust's use of certain trademarks associated with the music
              label, there is no obligation for Mr. Jackson to grant such rights
              to ToolTrust.

                                      F-20

<PAGE>

                                    PART III

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

Directors and Executive Officers of the Company. The Company has a Board of
Directors which is currently comprised of three members. Each director holds
office until the next annual meeting of shareholders or until a successor is
elected or appointed.

As of December 31, 2002 and as of the date of filing this report, the directors
and executive officers of the Company, their ages, positions in the Company, and
the dates of their initial election or appointment as director or executive
officer are as follows:

<TABLE>
<CAPTION>
     Name                     Age                 Position                               Director Since
----------------            -------   ----------------------------------                 --------------
<S>                         <C>       <C>                                                <C>
Robert P. Gordon              53      Chairman, Chief Executive Officer,                  October 2001
                                      President, Treasurer and Director

Joseph R. King                53      Secretary and Director                              October 2001

Craig Stout                   36      Director                                              May 2002
</TABLE>

ROBERT P. GORDON has been Chief Executive Officer, President, Treasurer and a
director of the Company since October 2001. He has over 25 years experience in
national and international business development. Mr. Gordon has a B.A. in
Philosophy and Biology from New York University, where he also did his graduate
studies.

JOSEPH R. KING has been a director of the Company since October 2001 and has
been Secretary since May 2002. Mr. King is presently the Chairman and Chief
Executive Officer of The Narragansett Group, Inc. ("TNG") and acting President
and Chief Executive Officer of Heart of a Champion Foundation. Prior to TNG, Mr.
King served as the National Director of fundraising with the United States
Olympic Committee and was the Director of Marketing for MADD. He has also served
with such organizations as The Boy Scouts of America and The United Cerebral
Palsy Organization. In addition, Mr. King serves on the boards of The Jesse
Owens Foundation, The National Federation of Non-Profits, and the Multiple
Sclerosis Association of America.

CRAIG F. STOUT has been a director of the Company since May 2002. Currently, Mr.
Stout is a Director with BlueCar Partners, LLC, an international venture
consulting company. Previous to joining BlueCar Partners, he was the
Vice-President of Sales and Marketing at oeBusiness.com, an offshore e-commerce
company. Prior to joining oeBusiness.com, Mr. Stout founded and built out a
successful Washington, D.C. based international security company which he
continues to be involved in all aspects of its business development and remains
a director and significant shareholder of the company. Mr. Stout started his
career in a London based position with Elders IXL, the multinational
agribusiness and food and drinks conglomerate in strategic business development.

Involvement in Certain Legal Proceedings.

During the past five years, Robert P. Gordon has been involved in the following
bankruptcy actions during the past five years: (i) in December 1997, Phoenix
Information Systems Corp. ("Phoenix") declared bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code; at that time, Mr. Gordon was a director of Phoenix;
(ii) in March 1999, Visitors Services International Inc. ("VSI"), filed a
voluntary petition for relief under Chapter 7 of the United States Bankruptcy
Code for the Middle District of Florida, Tampa Division; at that time, Mr.
Gordon was an officer and director of VSI; (iii) in March 2002, Perch, Inc., a
Florida corporation which operates a restaurant in St. Petersburg, Florida
declared bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; at that time,
Mr. Gordon was an officer and director of Perch; and (iv) in

                                       9

<PAGE>

December 2002, Mr. Gordon personally filed a voluntary petition for relief under
Chapter 7 of the United States Bankruptcy Code.

ITEM 10. EXECUTIVE COMPENSATION.

         The following information discloses all plan and non-plan compensation
awarded to, earned by, or paid to the executive officers of the Company for all
services rendered in all capacities to the Company and its subsidiaries.

         The following table sets forth all compensation, including bonuses,
stock option awards and other payments, paid or accrued by the Company and/or
its subsidiaries, during the fiscal years ended December 31, 2002, 2001 and 2000
to or for the person serving as the Company's Chief Executive Officer at the end
of the last completed fiscal year.

         None of the Company's directors or executive officers earned more than
$100,000 during the years ended December 31, 2002, 2001 and 2000.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                   Annual Compensation
                                                           ---------------------------------------
                  (a)                        (b)                                          (e)
                 Name                        Year                                        Other
                  And                       Ended            (c)           (d)          Annual
               Principal                   December        Salary         Bonus       Compensation
               Position                       31             ($)           ($)            ($)
------------------------------------       --------        ------         -----       ------------
<S>                                        <C>             <C>            <C>         <C>
Robert P. Gordon, CEO, President,            2002          $8,456          -0-        $22,000(n1)
Treasurer & Director                         2001            -0-           -0-            -0-
                                             2000            N/A           N/A            N/A
</TABLE>

<TABLE>
<CAPTION>
                                                   Long Term Compensation
                                         ----------------------------------------
                                                    Awards                Payouts
                                         ----------------------------------------
            (a)                   (b)        (f)                                           (i)
           Name                  Year    Restricted         (g)             (h)            All
            And                 Ended      Stock           Shares          LTIP           Other
         Principal             December   Award(s)       Underlying       Payouts      Compensation
         Position                 31        ($)           Options           ($)            ($)
----------------------------   --------  ----------     ------------      -------      ------------
<S>                            <C>       <C>            <C>               <C>          <C>
Robert P. Gordon, CEO,           2002       -0-         350,000 (n1)        -0-            -0-
President, Treasurer and         2001       -0-             -0-             -0-            -0-
Director                         2000       N/A             N/A             N/A            N/A
</TABLE>

         (n1)     On March 22, 2002, Mr. Gordon was issued 50,000 shares of
                  common stock pursuant to the Company's 2002 Stock Plan, which
                  had a presumed value of $7,000 based on the closing bid price
                  of the Company's common stock on that date ($.14 per share).
                  On July 23, 2002, the Mr. Gordon was issued 250,000 shares of
                  common stock pursuant to the Company's 2002 Stock Plan, which
                  had a presumed value of $15,000 based on the closing bid price
                  of the Company's common stock on that date ($.06 per share).
                  All shares issued pursuant to the Company's 2002 Stock Plan
                  had been registered on Form S-8.

         (n2)     On March 22, 2002, Mr. Gordon was granted options to acquire
                  250,000 shares at $.25 per share; options to acquire 100,000
                  shares at $.50 per share; and options to acquire 100,000

                                       10

<PAGE>

                  shares at $1.00 per share. On July 23, 2002, Mr. Gordon
                  voluntarily forfeited the $1.00 options. On April 15, 2003,
                  Mr. Gordon voluntarily forfeited his remaining 350,000
                  options.

Option/SAR Grants in Last Fiscal Year

         The information provided in the table below provides information with
respect to individual grants of stock options for the year ended December 31,
2002 to each of the persons named in the Summary Compensation Table above. The
Company did not grant any stock appreciation rights for the year ended December
31, 2002.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                       Individual Grants

                                                              (c)
                                          (b)              % of Total
                                       Number of          Options/SARS
                                       Securities          Granted to             (d)
                                       Underlying          Employees           Exercise or           (e)
               (a)                    Options/SARs         in Fiscal           Base Price         Expiration
              Name                    Granted (#)          Year (n1)             ($/Sh)              Date
------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>                 <C>
Robert P. Gordon, CEO                 350,000(n2)             5.5%                (n2)            03-31-2005
Pres., Treasurer and Director
</TABLE>

         (n1)     The percentage of total options granted (6,412,500) in the
                  fiscal year is based upon all options granted to eligible
                  participants, which includes officers, directors, employees,
                  consultants and advisors, under the Company's 2002 Stock Plan
                  during the year ended December 31, 2002.

         (n2)     On March 22, 2002, Mr. Gordon was granted options to acquire
                  250,000 shares at $.25 per share; options to acquire 100,000
                  shares at $.50 per share; and options to acquire 100,000
                  shares at $1.00 per share. On July 23, 2002, Mr. Gordon
                  voluntarily forfeited the $1.00 options. On April 15, 2003,
                  Mr. Gordon voluntarily forfeited his remaining 350,000
                  options.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values

         The information provided in the table below provides information with
respect to each exercise of stock options during most recent fiscal year ended
December 31, 2002 by the persons named in the Summary Compensation Table and the
fiscal year end value of unexercised options.

<TABLE>
<CAPTION>
                                                                    (d)                         (e)
                                                                 Number of                    Value of
                                                           Securities Underlying            Unexercised
                                                                Unexercised                 In-the-Money
                                (b)             (c)           Options/SARs at             Options/SARs at
                               Shares          Value             FY-End (#)                  FY-End($)
           (a)              Acquired on      Realized           Exercisable/                Exercisable/
          Name              Exercise (#)      ($)(n1)          Unexercisable             Unexercisable(n1)
----------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>           <C>                           <C>
Robert P. Gordon,               -0-             -0-           350,000/350,000                 -0-/-0-
CEO, Pres., Treasurer
and Director (n2)
</TABLE>

                                       11

<PAGE>

         (n1)     The aggregate dollar values in columns (c) and (e) are
                  calculated by determining the difference between the fair
                  market value of the common stock underlying the options and
                  the exercise price of the options at exercise or fiscal year
                  end, respectively.

         (n2)     On April 15, 2003, Mr. Gordon voluntarily forfeited his
                  350,000 options.

EMPLOYMENT CONTRACTS

There are no formal employment agreements with any of the Company's executive
officers.

COMPENSATION OF DIRECTORS

No compensation was paid by the Company to its Directors for any service
provided as a Director during the year ended December 31, 2002. There are no
other formal or informal understandings or arrangements relating to
compensation; however, Directors may be reimbursed for all reasonable expenses
incurred by them in conducting the Company's business. These expenses would
include out-of-pocket expenses for such items as travel, telephone, and postage.

EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLANS

As of December 31, 2002, the Company had one Employee Benefit and Consulting
Services Compensation Plan in effect.

On March 8, 2002, the Company adopted an employee benefit and consulting
services compensation plan entitled the 2002 Stock Plan. The plan covers up to
15,000,000 shares of common stock. The plan was subsequently ratified and
approved by security holders on September 12, 2002.

Under the plan, the Company may issue common stock and/or options to purchase
common stock to certain officers, directors and employees and consultants of the
Company and its subsidiaries. The purpose of the plan is to promote the best
interests of the Company and its shareholders by providing a means of non-cash
remuneration to eligible participants who contribute to operating progress and
earning power of the Company. The plan is administered by the Company's Board of
Directors or a committee thereof which has the discretion to determine from time
to time the eligible participants to receive an award; the number of shares of
stock issuable directly or to be granted pursuant to option; the price at which
the option may be exercised or the price per share in cash or cancellation of
fees or other payment which the Company or its subsidiaries is liable if a
direct issue of stock and all other terms on which each option shall be granted.

                                       12

<PAGE>

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

The following table sets forth, as of April 11, 2003, the stock ownership of
each person known to the Company to be the beneficial owner of five percent (5%)
or more of the Company's Common Stock, each executive officer and director
individually and all executive and directors of the Company as a group.

<TABLE>
<CAPTION>
=================================================================================================================
                                                      Amount and Nature of
Name and Address of Beneficial Owner (1)             Beneficial Ownership (2)           Percent of Class (2)
-----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                <C>

-----------------------------------------------------------------------------------------------------------------
Robert P. Gordon(4)                                            700,000                          1.5%
-----------------------------------------------------------------------------------------------------------------
Joseph R. King (5)                                           6,150,000                         12.8%
-----------------------------------------------------------------------------------------------------------------
Craig Stout(6)                                               1,996,667                          4.2%
-----------------------------------------------------------------------------------------------------------------
Richard Olson(7)                                             3,000,000                          6.3%
-----------------------------------------------------------------------------------------------------------------
Blastgard, Inc.(8)                                           5,000,000                         10.5%
-----------------------------------------------------------------------------------------------------------------
David Hsia(9)                                                6,278,200                         13.2%
-----------------------------------------------------------------------------------------------------------------

=================================================================================================================
Includes all officers and directors of the                   8,836,667                         18.4%
Company as a group (3 persons)
=================================================================================================================
</TABLE>

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

(1)      Unless otherwise indicated, all shares are beneficially owned by the
         persons named.

(2)      Based upon 47,718,038 shares outstanding at April 11, 2002, plus the
         amount of shares each person or group has the right to acquire within
         60 days under options, warrants, rights, conversion privileges, or
         similar obligations.

(3)      Robert P. Gordon is an officer and director of the Company. The total
         for Mr. Gordon includes 500,000 shares owned by Mr. Gordon and 200,000
         shares owned by Mr. Gordon's spouse. Mr. Gordon disclaims beneficial
         ownership of 1,000,000 shares owned by Michael Gordon (Mr. Gordon's
         brother), and 1,500,000 shares owed by Jane Hollister (Mr. Gordon's
         mother-in-law). The address for Mr. Gordon is 234 - 21st Ave., N.E.,
         St. Petersburg, Florida 33704.

(4)      Joseph R. King is an officer and director of the Company. The total for
         Mr. King includes 4,500,000 shares owned by Mr. King, 1,300,000 shares
         owned by Mr. King's spouse, and shares underlying options to purchase
         250,000 shares at $0.25 per share, and options to purchase 100,000
         shares at $.50 per share. The address for Mr. King is 3256 Shady Glen
         Drive, Grapevine, Texas 76051.

(5)      Craig F. Stout is a director of the Company. The total for Mr. Stout
         includes 50,000 shares owned by Mr. Stout, plus shares underlying
         options to purchase 50,000 shares at $0.25 per share. Also included are
         1,886,667 shares owed by BlueCar Partners, LLC of which Mr. Stout is a
         director. The address for Mr. Stout is 2 Wisconsin Circle, Suite 640,
         Chevy Chase, MD 20815.

(7)      The address for Richard Olson is 50 - 84th Ave., Treasure Island,
         Florida 33706.

(8)      The address for Blastgard, Inc. is 350 Sorrento Ranches Dr., Nokomis,
         Florida 34275. James Gordon is an officer and director of Blastgard and
         Michael Gordon is an officer of Blastgard. James and Michael Gordon are
         brothers of Robert Gordon, the Company's CEO. Robert Gordon disclaims
         beneficial ownership of the shares owned by Blastgard.

                                       13

<PAGE>

(9)      The address for David Hsia is C-862 Rainbow Garden, No. 1 Kuwshaw Road,
         Wu-Chan, Wuhan, R.C.

EQUITY COMPENSATION PLAN INFORMATION

         The following information concerning the Company's equity compensation
plan is as of the end of the year ended December 31, 2002:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                               Number of securities
                                    Number of securities to be      Weighted-average      available for future issuance
                                     issued upon exercise of        exercise price of        under equity compensation
                                       outstanding options,       options, warrants and     plans (excluding securities
                                       warrants and rights                rights              reflected in column (a))
        Plan category                          (a)                          (b)                          (c)
-----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                           <C>                       <C>
Equity compensation plans
approved by security
holders                                     6,412,500                       $.43                     -0-
-----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by security
holders                                           N/A                        N/A                     N/A
-----------------------------------------------------------------------------------------------------------------------

Total                                       6,412,500                       $.43                     -0-
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

On March 8, 2002, the Company adopted an employee benefit and consulting
services compensation plan entitled the 2002 Stock Plan. The plan covers up to
15,000,000 shares of common stock. The plan was subsequently ratified and
approved by security holders on September 12, 2002.

Under the plan, the Company may issue common stock and/or options to purchase
common stock to certain officers, directors and employees and consultants of the
Company and its subsidiaries. The purpose of the plan is to promote the best
interests of the Company and its shareholders by providing a means of non-cash
remuneration to eligible participants who contribute to operating progress and
earning power of the Company. The plan is administered by the Company's Board of
Directors or a committee thereof which has the discretion to determine from time
to time the eligible participants to receive an award; the number of shares of
stock issuable directly or to be granted pursuant to option; the price at which
the option may be exercised or the price per share in cash or cancellation of
fees or other payment which the Company or its subsidiaries is liable if a
direct issue of stock and all other terms on which each option shall be granted.

                                       14

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the last two fiscal years, the company entered into the following
transactions in which its officers and directors had a material interest:

In connection with the Company's February 5, 2002 acquisition of 100% of the
issued and outstanding common stock of ToolTrust, the following occurred:

-    Robert P. Gordon became an officer and director of the Company and was
     issued 500,000 shares of the Company's restricted common stock and became
     an officer and director of the Company. Mr. Gordon's wife, Elizabeth
     Gordon, was issued 700,000 shares of the Company's restricted common stock.

-    Robert Gordon's brother, Michael Gordon, was issued 1,000,000 shares of the
     Company's restricted common stock, and Robert Gordon's mother-in-law was
     issued 1,500,000 000 shares of the Company's restricted common stock.
     Robert Gordon disclaims beneficial ownership of the shares owned by Michael
     Gordon and Jane Hollister.

-    Joseph R. King became a director of the Company and was issued 1,200,000
     shares of the Company's restricted common stock and became a director of
     the Company. Mr. King's wife, Sandy King, was issued 1,300,000 shares of
     the Company's restricted common stock.

On March 25, 2003, Joseph R. King was issued 3,000,000 shares of the Company's
restricted common stock as compensation for services rendered.

On March 25, 2003, the Company entered into an agreement with Blastgard, Inc.,
pursuant to which the Company issued five million shares of restricted stock to
Blastgard in exchange for the right to distribute and sell Blastgard products in
China. James Gordon is an officer and director of Blastgard and Michael Gordon
is an officer of Blastgard. James and Michael Gordon are brothers of Robert
Gordon, the Company's CEO. Robert Gordon disclaims beneficial ownership of the
shares owned by Blastgard.

On March 25, 2003, the Company entered into an agreement with David Hsia,
pursuant to which the Company issued five million shares of restricted stock to
Mr. Hsia in exchange for his services for one year in connection with the
business development of the Company in China in connection with the distribution
and sale of Blastgard products. As a result, Mr. Hsia became the owner of over
five percent of the outstanding common stock of the Company.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<TABLE>
<CAPTION>
Exhibit
Number   Description
------   -----------
<S>      <C>
2.1      Agreement and Plan of Reorganization dated October 25, 2001 by and
         among the Company, ToolTrust Corporation ("ToolTrust") and certain
         shareholders of ToolTrust (Incorporated by reference to Exhibit 2.1 to
         the Registrant's quarterly report on Form 10-QSB filed November 19,
         2001).

2.2      Share Exchange Agreement dated May 9, 2002, by and among the Company,
         ToolTrust Corporation, and certain former shareholders of LocalToolbox
         Corporation (Incorporated by reference to Exhibit 2.2 to the
         Registrant's quarterly report on Form 10-QSB filed June 5, 2002.).

2.3      Share Exchange Agreement dated May 9, 2002, by and among the Company,
         ToolTrust and certain former shareholders of ClearDialog
         Communications, Inc. (Incorporated by reference to Exhibit 2.3 to the
         Registrant's quarterly report on Form 10-QSB filed June 5, 2002.).
</TABLE>

                                       15

<PAGE>

<TABLE>
<S>      <C>
3.3      The Company's Articles of Incorporation, as amended and currently in
         effect (Incorporated by reference to Exhibit 3.3 to the Registrant's
         quarterly report on Form 10-QSB for the period ended September 30,
         2002).

3.4      The Company's Bylaws, as amended and currently in effect (Incorporated
         by reference to Exhibit 3.4 to the Registrant's quarterly report on
         Form 10-QSB for the period ended September 30, 2002).

10.9     Agreement dated May 9, 2002, by and among the Company, ToolTrust,
         LocalToolbox, ClearDialog, Robert P. Gordon, Robert L. Evans, Garrett
         J. Girvan, and James K. Robbins (Incorporated by reference to Exhibit
         10.9 to the Registrant's quarterly report on Form 10-QSB filed June 5,
         2002.).

10.10    Perpetual Software License Agreement dated May 9, 2002, by and between
         LocalToolbox and the Company (Incorporated by reference to Exhibit
         10.10 to the Registrant's quarterly report on Form 10-QSB filed June 5,
         2002.)

10.11    IDMedical.com, Inc. 2002 Stock Plan (Incorporated by reference to
         Exhibit 10.11 of the Company's Registration Statement on Form S-8 filed
         March 8, 2002).
</TABLE>

(b)      Reports on Form 8-K

         The Company did not file any Current Reports on Form 8-K during the
quarter ended December 31, 2002.

ITEM 14.  CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the Company's disclosure controls and procedures within 90 days prior
to the date of filing of this Annual Report on Form 10-KSB. Management believes
that the Company's current internal controls and procedures are effective and
designed to ensure that information required to be disclosed by the Company in
its periodic reports is recorded, processed, summarized and reported, within the
appropriate time periods specified by the SEC, and that such information is
accumulated and communicated to the Company's CEO and CFO as appropriate to
allow timely decisions to be made regarding required disclosure. As of the date
of filing of this report, there were no significant corrective actions taken by
the Company or other changes made to these internal controls. Management of the
Company does not believe there were changes in other factors that could
significantly affect these controls subsequent to the date of the evaluation.

                                       16

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  OPUS MEDIA GROUP, INC.
Dated: April 23, 2003.
                                  By: /s/ Robert P. Gordon
                                      ------------------------------------------
                                       Robert P. Gordon, Chief Executive Officer
                                       and Chief Financial and Accounting
                                       Officer

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

                                  By: /s/ Robert P. Gordon
                                      ------------------------------------------
                                       Robert P. Gordon, Director

                                  Date: April 23, 2003

                                  By: /s/ Joseph King
                                      ------------------------------------------
                                       Joseph King, Director

                                  Date: April 23, 2003

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

Solely for the purposes of complying with, and the extent required by 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned certifies, in his capacity as the Chief Executive Officer and Chief
Financial Officer of Opus Media Group, Inc., that, to his knowledge, the Annual
Report of the company on Form 10-KSB for the period ended December 31, 2002,
fully complies with the requirements of Section 13(a) of the Securities Exchange
Act of 1934 and that the information contained in the report fairly presents, in
all material respects, the company's financial condition and results of
operations.

April 23, 2003

/s/ Robert P. Gordon
-----------------------------------------------------
Robert P. Gordon, Chief Executive Officer and Chief Financial Officer

                                       17

<PAGE>

                            CERTIFICATION PURSUANT TO
                    18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert P. Gordon, Chief Executive Officer and Chief Financial
Officer of Opus Media Group, Inc., certify that:

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

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

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

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

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

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

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

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent functions):

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

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

         6.       The registrant's other certifying officers and I have
indicated in this annual report whether there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

April 23, 2003

/s/ Robert P. Gordon
-----------------------------------------------------
Robert P. Gordon, Chief Executive Officer and Chief Financial Officer

                                       18