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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                AMENDMENT NO. 1


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                           For the fiscal year ended:
                                December 31, 2003

                                 ICRYSTAL, INC.
                 ______________________________________________
                 (Name of Small Business Issuer in its Charter)

                             SEC File No. 000-29417

            DELAWARE                                     62-1581902
_______________________________             ____________________________________
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                         1495 Ridgeview Drive, Suite 220
                               Reno, Nevada 89509
               ___________________________________________________
               (Address of principal executive offices) (Zip Code)


                    Issuer's telephone number: (888) 922-5021
                                               ______________

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

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

                           Common Stock $.01 Par Value
                           ___________________________

                                 Title of Class

Check whether the issuer (1) has 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  pursuant to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for the most recent fiscal year: $1,270,877.

On April 10, 2004, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $243,775, computed by
reference to the price at which the stock was sold on such date.

There were 19,732,785 shares of common stock $.01 par value outstanding as of
December 31, 2003.

                   Documents incorporated by reference: None.



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


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<PAGE>

ITEM 1 DESCRIPTION OF BUSINESS

FORWARD LOOKING STATEMENTS

This annual report contains  forward-looking  statements by the registrant based
on its  current  expectations  about  its  business  and its  industry.  You can
identify these  forward-looking  statements when you see words such as "EXPECT,"
"ANTICIPATE,"  "ESTIMATE" and other similar expressions.  These  forward-looking
statements  involve  risks and  uncertainties  and actual  results  could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of such risk factors as discussed in Business  Description,  Risk Factors
and  elsewhere in this  Registration  Statement.  THE  REGISTRANT  undertakes no
obligation to publicly  update any  forward-looking  statements  for any reason,
even in the event new information becomes available or other events occur in the
future.

Unless otherwise indicated,  all references to "DOLLARS",  "$" or "US$" refer to
U.S. dollars and all references to "CDN$" refer to Canadian dollars.

THE COMPANY

iCRYSTAL,  INC.  (together  with its  subsidiary,  the  "Company") is a Delaware
corporation,  incorporated  on OCTOBER  5,  1994,  as Cable  Group  South,  Inc.
Effective  OCTOBER 19, 1998 the Company undertook an 8:1 reverse stock split and
changed  its  name to  SoftNet  Industries,  Inc.  To  avoid a  conflict  with a
similarly named Company,  the Company again changed its name to I crystal,  Inc.
on JULY 29, 1999.  The Company  stockholders  approved a change of the Company's
name to "iCRYSTAL,  INC." at a Special  Meeting JUNE 2000. The Company  believed
this change in its name better  reflected  the Internet  aspects of its software
development business.

From 1994 until late 1998,  the Company had minimal  operations  and devoted its
efforts to corporate structuring,  financial and business planning,  recruitment
of  directors  and  advisors,  and  raising  additional  financing.  In 1998 the
business of the Company  became  focused on the  development  and  licensing  of
Internet  based  software for computer based card and table games for gaming and
casino  applications.  In December 1998 the Company entered into a licensing and
put option  agreement (the  "DIVERSIFIED  LICENSE") with  Diversified  Cosmetics
International,  Inc.  ("DIVERSIFIED")  to license that company's game and casino
software.  Diversified  subsequently exercised the put option (the "PUT OPTION")
granted  in  the  Diversified  License  and  required  the  Company  to  acquire
Diversified's  casino  software for Company Common Stock and a promissory  note.
The Company's  first revenues from the newly focused  business  operations  were
realized in July 1999 and,  therefore,  the Company  has  presented  development
stage  financial  statements  for the  periods  through  June  1999.  Since  its
founding, the Company has recorded significant losses. At December 31, 2003, the
Company has an accumulated deficit of $6,423,944 and has a shareholders  deficit
of $20,404.

SALE OF ASSETS

Management  modified its business strategy  subsequent to the 2002 year end. Due
to significantly  increasing  competition and potential  processing  problems in
February  2003,  management  entered  into an  arrangement  to sell  its  gaming
software and related assets in exchange for the majority of the company's  debts
including all of the convertible debt and related interest which occurred on May
29, 2003.  The company kept  certain  assets for use in its software  consulting
portion of the business. Management believes that it can cover its expenses with
this consulting  revenue in the future. By significantly  reducing its debts the
interest costs should be reduced to a negligible  amount.  Management is looking
to  potentially  add to this base of  business in the future  through  growth or
potential acquisition.

The Company's  liquidity over the next 12 months is contingent on its ability to
market its consulting services to meet its short term needs. However,  there can
be no  certainty  that the Company will be able to meet its  financing  goals or
raise sufficient financing to fund such future business plans. In the event that
the  Company is  unsuccessful  in its  efforts  to  generate  revenues  from its
consulting  services or raise the capital  expected to be required over the next
twelve  months,   the  Company  will  need  to  modify  its  business   strategy
accordingly,  to  adjust  its  operating  requirements  to  meet  its  available
liquidity and may need to consider  additional  reductions  in operations  until
capital  resources  or operating  cash flows are  sufficient  to meet  operating
needs.

DISCONTINUED OPERATIONS

In May 2003 the Company  disposed of assets  relating to the Company's  internet
software gaming  business in order to relieve its debt.  Accordingly the Company
accounted for its software activities as a discontinued  operation up to May 29,
2003.  Revenue from discontinued  operations in the current quarter totaled nil.
It was agreed that all of the assets of the  subsidiary,  excepting  for certain
fixed assets and accounts receivable,  would be purchased in exchange for relief
of the $418,770 note payable and related interest, accounts payable, and certain
other liabilities. A gain from disposal of assets of $782,690 was recorded.

<PAGE>

THE TRANSACTION

The  Board  of  Directors   entered  into  an  Asset  Purchase   Agreement  (the
"Agreement") with Wellington  Holdings Ltd., a Belize company  ("Wellington") to
sell the  assets of the  Company  pertaining  to its  internet  gaming  software
development  business and its related Master License Agreement with Manihi, Inc.
This business  represented over 90% of the operations,  revenues and expenses of
the Company.  The  Agreement  was  specifically  subject to and  conditional  on
approval by the Company's shareholders.

As  consideration  for the sale of assets,  Wellington  had agreed to assume the
Company's  liabilities in the amount of  US$724,000.00  at closing.  The Company
retained its cash and  receivables  as of the date of closing of the  Agreement.
Wellington  had  previously  approached  the Company with a similar offer in the
past,  but the Company  had  rejected  such offer at the time,  feeling it could
increase its sales and revenues.  Other than  Wellington,  the Company had never
received any  indications  of interest with respect to its business.  Wellington
has  established  to the  satisfaction  of the  Company,  to a  high  degree  of
certainty,  that it has  sufficient  resources to acquire the assets and satisfy
the  liabilities,  as assumed by Wellington.  The Company's  conclusions in this
regard are based on due diligence performed by the Company on Wellington,  which
is in the business of marketing and software consulting.

The rights of the  Company's  securities  holders  will not be  affected by this
transaction.

On an  accounting  basis,  this  transaction  has  been  treated  as a  sale  of
substantially  all of the  assets by the  Company,  and there are no income  tax
consequences to the Company.

ASSET PURCHASE AGREEMENT

The Agreement provided for the Company,  at closing, to transfer all its rights,
titles and  interests  in its assets  related to its  internet  gaming  software
development business to Wellington,  including the source codes. Concurrent with
this transfer, Wellington assumed liabilities of the Company in the total sum of
US$724,000.00.

REASONS FOR THE SALE

The value of the  Company's  software  development  business  and the  resulting
purchase price was determined based upon the approximate amount of the Company's
liabilities.  Based on the reasons  discussed  below,  the Company  believed the
value of its software  development  business was very uncertain and questionable
and, therefore, giving due consideration to all the circumstances,  the purchase
price was fair and reasonable.  The Company did not obtain a fairness opinion as
to value and the sales price because it believed  there was a  possibility  that
the fairness  opinion could have resulted in a lower valuation and price,  based
on the financially depressed status of the industry.

The  Company  believed  it would be  prudent to get out of the  internet  gaming
software development industry and this transaction was necessary and appropriate
at the time for the following reasons:

1. The Company had been struggling to maintain cash flow to continue  operations
at the current level,  and this  transaction  eliminated the financial loans and
arrangements  entered into by the Company in the past, when it was short of cash
and obtained  short-term  loans at a high interest  rate. It had been  extremely
difficult  for the Company to service  these loans and  maintain  the  financial
ability to continue successful operations.

2. The future business prospects in the internet gaming business, and especially
in the gaming software development business engaged in by our Company, were very
uncertain  and risky.  Many gaming  software  developers  have  ceased  business
operations  and others  have  significantly  reduced  the cost at which they are
willing to sell the  software  systems  they  develop,  which made it  extremely
difficult for the Company to successfully  compete or sell software systems.

3.  There  are many  countries  around  the world  which  have  adopted  or were
considering  adopting regulatory  restrictions or prohibitions  against internet
gaming,  which has, in turn,  severely restricted or totally eliminated internet
gaming  operations in many countries.  And it appeared likely, in the opinion of
the Company, that regulatory action in the United States will further refine and
extend restrictions and/or prohibitions against internet gaming in the U.S.

4. The number of internet gaming operators  around the world had decreased,  and
the revenues of those  operators  who continue to operate have  reportedly  been
significantly reduced as a result of laws, rules and regulations  restricting or
eliminating  the use of many types of credit  cards as a method of  payment  for
internet gaming activities. Thus, operators have had an extremely difficult time
processing gaming transactions and/or collecting monies from internet gamers.


<PAGE>

5. Cryptologic,  a recognized leader in the internet gaming software development
industry,  had  estimated  that the market for gaming  software  is  expected to
shrink.

6.  There was  substantial  competition  from  other  internet  gaming  software
developers,  such as Cryptologic,  and the Company lacks the financial and other
resources  to  continue  competing  in the  industry.  Based on these  facts and
circumstances, the Company believed this transaction was in the best interest of
the Company and its stockholders at the time.

COMPANY'S CONTINUING BUSINESS

The Company retained that portion of its assets related to its administration of
online  services and back office  management,  as well as its computer  hardware
unrelated  to the software  development  business,  and its website  development
business. Its operations, and most significantly,  its expenses, were reduced by
90%. The Company expects to aggressively  market its services to existing online
gaming operators,  through use of the internet and its industry contacts,  in an
effort to become an outside vendor of services.  The Company believes it will be
able to offer such  services at rates  cheaper  than it costs the  operators  to
perform such services in-house.

The  Company  used its  remaining  assets to continue  its  website  development
business, as well as pursue related services,  especially focusing on consulting
services to other companies in the gaming  industry.  The Board of Directors was
to also  investigate and consider  various  alternatives to expand the business,
especially the website development business, as and when opportunities arise.

RISK FACTORS

The Company's  business and  investment in its securities is subject to a number
of risks which, in addition to ordinary business risks, include the following:

1. CHANGE IN OPERATIONS OF THE BUSINESS AND NO HISTORY OF EARNINGS

Since the Company sold a significant part of the business during the year, there
is no assurance that the Company will generate  either revenues or earnings from
its continuing operations.  The Company is going through changes and there is no
history that can be used as comparison.

2. TECHNOLOGICAL DEVELOPMENTS

Web based industries are subject to rapid changes arising from new technological
developments and evolving industry standards.  The Company's success will depend
heavily on its continuing  ability to develop and introduce  enhancements to its
existing web based consulting. The Company will constantly be required to commit
significant  resources to continued  research and development in order to remain
competitive. However, the Company cannot be certain that it will develop its web
based consulting  revenue  sufficient to cover its costs due to the introduction
of  alternative  technologies.  If  the  Company  cannot  continue  to  innovate
successfully, its business and operating results could be adversely affected.

3. GOVERNMENT REGULATION

Every  Internet  business  faces the risk of having to comply  not only with the
laws of its home jurisdiction, but also with the laws of the countries where its
customers  reside.  With respect to web based  consulting,  many  countries have
enacted  or  are  considering   enacting  laws  which  may  regulate  web  based
activities.

4. THE COMPANY'S STOCK PRICE MAY BE VOLATILE

In recent years and months,  the U.S. stock market has  experienced  significant
price and volume fluctuations.  These fluctuations, which are often unrelated to
the operating performances of specific companies,  have had a substantial effect
on the market price of stocks,  particularly  stocks like the  Company's.  It is
also  possible  that  the  Company's   operating   results  will  not  meet  the
expectations of its public market  analysts,  which could have an adverse effect
on the trading price of its common shares. Accordingly, the market price for the
Company's Common Stock may fluctuate substantially.

<PAGE>

5. THE COMPANY DOES NOT PLAN TO PAY DIVIDENDS

The  Company  has not yet  realized  positive  net  income  and has  not,  since
incorporation,  paid dividends.  the Company expects to use any earnings to fund
it ongoing operations.

6. SHARES ELIGIBLE FOR FUTURE SALE

At DECEMBER 31, 2003, the Company had  outstanding  19,732,785  shares of common
stock, $.01 par value per share (the "COMMON STOCK") which were all eligible for
resale without restriction.

This may  adversely  affect the market  price of its shares and could affect the
amount of trading of such shares.

7. MINIMAL TRADING HISTORY OF COMMON STOCK - POSSIBLE STOCK PRICE VOLATILITY

The  Company's  Common Stock  traded on the OTC Bulletin  Board under the symbol
"ICRS" from August 1999 through  March 2000,  and under the symbol  "ICRSE" from
March 2000 until  APRIL 4, 2000.  The  Company's  stock  traded on the  National
Quotation  Bureau's  "PINK  SHEETS" from APRIL 5, 2000 until May 31, 2000,  when
they re-commenced  trading on the OTC Bulletin Board, where they currently trade
under the symbol  "ICRS".  The market price of the Company's  Common Stock could
fluctuate substantially due to a variety of factors, including market perception
of its ability to achieve its planned  growth,  the trading volume in its Common
Stock,  changes in general  conditions in the economy,  the financial markets or
other developments  affecting the Company or its competitors.  In addition,  the
stock  market  is  subject  to  extreme  price  and  volume  fluctuations.  This
volatility has had a
significant  effect on the market prices of securities  issued by many companies
for reasons unrelated to their operating performance.

8. PENNY STOCK REGULATION

Broker-dealer  practices in connection  with  transactions in "PENNY STOCKS" are
regulated by certain  penny stock rules adopted by the  Securities  and Exchange
Commission (the "SEC" or the  "COMMISSION").  Penny stocks  generally are equity
securities with a price of less than $5.00 (other than securities  registered on
certain national securities  exchanges or quoted on Nasdaq provided that current
price and volume  information with respect to transactions in such securities is
provided by the exchange or trading system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from the  rules,  to deliver a  standardized  risk
disclosure  document that provides  information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and its  salesperson  in  connection  with the  transaction,  and
monthly account  statements showing the market value of each penny stock held in
the customer's  account.  In addition,  the penny stock rules generally  require
that prior to a  transaction  in a penny stock,  the  broker-dealer  must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's  written agreement to the transaction.
These  disclosure  requirements  may have the  effect of  reducing  the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. the Company's  securities are presently  subject to the penny
stock rules, and, as a result,  investors may find it more difficult to sell its
securities.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company is currently not party to any lease arrangements.

ITEM 3. LEGAL PROCEEDINGS

The Company is currently not a party to any legal proceedings.


<PAGE>


ITEM 6.  MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         AND FINANCIAL CONDITION FOR THE YEARS ENDED  DECEMBER 31, 2003
         AND DECEMBER 31, 2002.


FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

LOSS FROM  DISCONTINUED  OPERATIONS - As a result of discontinued  operations on
May 29, 2003,  revenues and expenditures during the year ended December 31, 2003
were included in the loss of $45,649 in discontinued  operations.  The following
is a schedule of amounts included in the  discontinued and continued  operations
for the 2003 year:


                                     DISCONTINUED     CONTINUED
                                      OPERATIONS      OPERATIONS        TOTAL
                                     ____________     __________     __________

Sales                                 $  447,673      $       -      $ 447,673
                                      __________      _________      _________

General and administrative                52,326         20,816      $  73,142
Management fees                          356,257              -        356,257
Consulting                                84,739        60,000         144,739
Depreciation expense                           -          3,182          3,182
Interest expense                               -            125            125
                                      __________      _________      _________
                                         493,322         84,123        577,445
                                      __________      _________      _________

LOSS FROM DISCONTINUED OPERATIONS
AND LOSS FROM OPERATIONS              $  (45,649)     $ (84,123)     $(129,772)
                                      ==========       =========     =========


REVENUES - Revenues  were  $447,673 from  discontinued  operations  and nil from
continued operations for the year ended December 31, 2003 and $1,270,877 for the
year ended December 31, 2002, respectively. The decrease is a result of the sale
of the gaming division software in May of 2003.

OPERATING EXPENSES - Operating  expenses are primarily  comprised of general and
administrative costs, research and development,  management fees, consulting and
interest expense.  Operating expenses were $493,322 from discontinued operations
and $84,123 from  continued  operations for the year ended December 31, 2003 and
$1,513,388  for the year ended  December 31, 2002.  The decrease of $935,943 was
mainly a result of the Company selling its software and the expenses  associated
with its operation.

General and  Administrative  - The Company's  general and  administrative  costs
consist  primarily  of  travel,  office,  filing  fees and legal and  accounting
expenses.  General  and  administrative  costs were  $52,326  from  discontinued
operations and $20,816 from continued operations for the year ended December 31,
2003 and $227,789 for the year ended December 31, 2002. The decrease of $154,647
was mainly a result of the Company selling its software.

Research and Development - The Company's  research and development costs consist
primarily of costs associated its Internet based casino  software.  Research and
development costs were nil for the year ended December 31, 2003 and $552,037 for
the year ended  December 31, 2002.  The decrease of $552,037 was mainly a result
of the Company selling its software.

Consulting  -  The  Company's   consulting  costs  consist  primarily  of  costs
associated with the continued use of external consultants for certain functions.
Consulting  costs were $84,739  from  discontinued  operations  and $60,000 from
continued  operations  for the year ended December 31, 2003 and $455,705 for the
year ended  December 31,  2002.  The decrease of $310,966 was mainly a result of
the Company selling its software.

GAIN ON  DISPOSAL OF ASSETS - The  Company  incurred a gain of $782,691  for the
year ended  December 31,  2003.  The gain was mainly a result of the disposal of
assets relating to the Company's  internet  software gaming business in order to
relieve its debt.

NET  INCOME/(LOSS) - The Company  incurred a net  income/(loss)  of $652,918 and
$(242,511) for the year ended December 31, 2003 and 2002, respectively. The 2003
gain was mainly a result of the  disposal of assets  relating  to the  Company's
internet software gaming business.


<PAGE>


FLUCTUATIONS IN ANNUAL AND QUARTERLY RESULTS

The Company's annual and quarterly operating results may fluctuate significantly
in the future as a result of numerous factors, including:

     1. the amount and timing of expenditures  required to develop the Company's
        consulting strategy and market itself;

     2. the emergence of new services  and  technologies  in the market in which
        the Company now competes; and

     3. the ability of management to determine alternate sources of revenue.


LIQUIDITY AND CAPITAL RESOURCES

The working capital  (deficiency) was ($33,012) and ($639,878) at the end of the
fourth  quarter at December 31, 2003 and December  31, 2002,  respectively.  The
increase in working capital of $606,866 is attributable  mainly to a decrease in
current  liabilities  due to the sale of its gaming  software.  At December  31,
2003, and December 31, 2002,  stockholders'  equity  (deficit) was ($20,404) and
($673,322), respectively.

Management  continues to pursue numerous  potential  financing  sources to raise
funds to cover  its  obligations,  including  existing  equity  holders  and new
sources, but no commitments have been received to date.

IMPACT OF INFLATION

The Company  believes that  inflation has not had a material  effect on its past
business.

SIGNIFICANT EVENT

Management  modified its business strategy  subsequent to the 2002 year end. Due
to significantly  increasing  competition and potential  processing  problems in
February  2003,  management  entered  into an  arrangement  to sell  its  gaming
software and related assets in exchange for the majority of the company's  debts
including all of the convertible debt and related interest which occurred on May
29, 2003.  The company kept  certain  assets for use in its software  consulting
portion of the business. Management believes that it can cover its expenses with
this consulting  revenue in the future. By significantly  reducing its debts the
interest costs should be reduced to a negligible  amount.  Management is looking
to  potentially  add to this base of  business in the future  through  growth or
potential acquisition.

The Company's  liquidity over the next 12 months is contingent on its ability to
market its consulting services to meet its short term needs. However,  there can
be no  certainty  that the Company will be able to meet its  financing  goals or
raise sufficient financing to fund such future business plans. In the event that
the  Company is  unsuccessful  in its  efforts  to  generate  revenues  from its
consulting  services or raise the capital  expected to be required over the next
twelve  months,   the  Company  will  need  to  modify  its  business   strategy
accordingly,  to  adjust  its  operating  requirements  to  meet  its  available
liquidity and may need to consider  additional  reductions  in operations  until
capital  resources  or operating  cash flows are  sufficient  to meet  operating
needs.

DISCONTINUED OPERATIONS

In May 2003 the Company  disposed of assets  relating to the Company's  internet
software gaming  business in order to relieve its debt.  Accordingly the Company
accounted for its software activities as a discontinued  operation up to May 29,
2003.  Revenue from discontinued  operations in the current quarter totaled nil.
It was agreed that all of the assets of the  subsidiary,  excepting  for certain
fixed assets and accounts receivable,  would be purchased in exchange for relief
of the $418,770 note payable and related interest, accounts payable, and certain
other liabilities. A gain from disposal of assets of $782,690 was recorded.


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

The consolidated financial statements and related financial information required
to be filed are attached hereto. Reference is made to page F-1 of this Annual
Report for an index to the consolidated financial statements.


<PAGE>



                                 ICRYSTAL, INC.,

                                 AND SUBSIDIARY

                              FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED

                                DECEMBER 31, 2003

                                       AND

                                DECEMBER 31, 2002

                                      WITH

                                 AUDIT REPORT OF

                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>




                        TABLE OF CONTENTS


 Independent Auditors' Report................................................F-2

 Consolidated Balance Sheet..................................................F-3

 Consolidated Statements of Operations.......................................F-4

 Consolidated Statements of Stockholders' Deficit............................F-5

 Consolidated Statements of Cash Flows.......................................F-6

 Notes to Financial Statements...............................................F-8


<PAGE>


                           MARK BAILEY & COMPANY, LTD.

                          Certified Public Accountants
                             Management Consultants


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



                          INDEPENDENT AUDITORS' REPORT
April 13, 2004

Board of Directors and Stockholders
iCrystal, Inc., and Subsidiary

We have audited the balance sheet of iCrystal, Inc., (a Delaware corporation) as
of December 31,  2003,  and the related  statements  of  operations,  changes in
stockholders' deficit, and cash flows for the years ended December 31, 2003, and
2002.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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 iCrystal,  Inc., as of December
31, 2003,  and the results of its  operations and cash flows for the years ended
December 31, 2003, and 2002, in conformity with accounting  principles generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company has incurred losses since
inception  and  has  a  net  stockholders'   deficit.   These  conditions  raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are described in Note 1. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.




Mark Bailey & Company, Ltd.
Reno, Nevada


                                      F-2


<PAGE>


                          ICRYSTAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003




                                     ASSETS

CASH                                                              $     3,988
----
                                                                  ___________

     Total current assets                                               3,988
                                                                  ___________

FIXED ASSETS
   Equipment                                                            6,116
   Furniture and fixtures                                              11,428
   Accumulated depreciation and amortization                           (4,936)
                                                                  ___________

     Total fixed assets                                                12,608
                                                                  ___________


     Total assets                                                 $    16,596
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Accounts payable                                               $    10,000
   Related party payable                                               27,000
                                                                  ___________

     Total current and total liabilities                               37,000
                                                                  ___________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common stock, $.01 par value, 30,000,000 shares
       authorized, 19,732,785 shares issued and outstanding           197,328
   Additional paid-in capital                                       6,206,212
   Accumulated deficit                                             (6,423,944)
                                                                  ___________

     Total stockholders' deficit                                      (20,404)
                                                                  ___________

     Total liabilities and stockholders' deficit                  $    16,596
                                                                  ===========


   The Accompanying Notes are an Integral Part of These Financial Statements

                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                          ICRYSTAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003, AND 2002


                                                              FOR THE YEARS ENDED
                                                                DECEMBER 31,
                                                         _____________________________
                                                            2003              2002
                                                         ___________       ___________
<S>                                                      <C>               <C>

SOFTWARE ROYALTIES                                       $         -       $ 1,270,877
                                                         ___________       ___________

OPERATING COSTS AND EXPENSES
   General and administrative                                  5,316           155,919
   Legal and accounting                                       15,500            71,870
   Research and development                                        -           552,037
   Consulting                                                 60,000           455,705
   Marketing expense                                               -            10,098
   Depreciation expense                                        3,182            12,683
                                                         ___________       ___________

     Net loss from operations                                (83,998)           12,565
                                                         ------------   ---------------

   Interest expense                                              125           255,076

     Net loss before income taxes                            (84,123)         (242,511)
                                                         ___________       ___________


   Provision for income taxes                                      -                 -

       Loss from continuing operations                       (84,123)         (242,511)
                                                         ___________       ___________

Discontinued operations:
       Gain from disposal of assets

       (net of income tax effect of $0)                      782,690                 -

       Loss on disposal of discontinued operations

       (net of income tax effect of $0)                      (45,649)                -
                                                         ___________       ___________

       Net income (loss)                                 $   652,918         $(242,511)
                                                         ===========       ===========

     Income (loss) per share
                                                         $      0.03       $     (0.02)
                                                         ===========       ===========
Weighted average common shares
     outstanding  (basic and diluted)                     19,345,285        15,345,285
                                                         ===========       ===========

</TABLE>

   The Accompanying Notes are an Integral Part of These Financial Statements

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                          ICRYSTAL, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2003, AND 2002



                                                     COMMON STOCK              ADDITIONAL        ACCUMULATED         TOTAL
                                                 SHARES          AMOUNT       PAID-IN CAPITAL      DEFICIT          DEFICIT
                                               __________       ________      _______________    ___________       _________
<S>                                            <C>              <C>             <C>              <C>               <C>

Balance December 31, 2001                      16,782,785       $167,828        $6,031,212       $(6,834,351)      $(635,311)

  Stock issued for services in January 2002     1,400,000         14,000            84,000                            98,000

  Stock issued in January 2002 in payment of
     an accrued liability                       1,000,000         10,000            25,000                            35,000

  Stock issued for services in June 2002          550,000          5,500            66,000                            71,500

  Net loss                                                                                          (242,511)       (242,511)
                                               __________       ________        __________       ___________       _________

Balance December 31, 2002                      19,732,785        197,328         6,206,212        (7,076,862)       (673,322)

Net income                                                                                           652,918         652,918
                                               __________       ________        __________       ___________       _________

Balance December 31, 2003                      19,732,785       $197,328        $6,206,212       $(6,423,944)     $  (20,404)
                                               ==========       ========        ==========       ===========       =========

</TABLE>


   The Accompanying Notes are an Integral Part of These Financial Statements


                                       F-5

<PAGE>

<TABLE>
<CAPTION>

                         ICRYSTAL, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 2003, AND 2002



                                                                     FOR THE YEARS ENDED
                                                                         DECEMBER 31,
                                                                 ____________________________
                                                                   2003               2002
                                                                 _________          _________
<S>                                                              <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                             $ 652,918          $(242,511)

   Adjustments to reconcile net income (loss) to net
   cash used in operating activities:

     Gain from disposal of assets                                 (782,691)                 -

     Depreciation and amortization expense                           3,181             12,683

     Common stock issued for expenses                                    -            169,500

     Amortization of loan origination fees                               -             51,419
     Decrease in accounts receivable                                83,878             22,792
     Decrease (increase) in prepaid expenses                        14,300            (14,300)
     Increase (decrease) in related party payable
                                                                     4,697            (18,354)
     Increase in interest payable
                                                                       163            105,871
     Increase in accounts payable and accrued expenses
                                                                     5,499             28,616
     Decrease in deferred revenue
                                                                         -            (59,779)
                                                                 _________          _________

       Net cash provided by (used in) operating activities         (18,055)            55,937
                                                                 _________          _________

CASH FLOWS FROM INVESTING ACTIVITIES

     Deposits paid                                                 (13,400)                 -
     Purchase of fixed assets                                       (4,909)           (33,774)
                                                                 _________          _________

       Net cash used in investing activities                       (18,309)           (33,774)
                                                                 _________          _________


CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from related party advances                           27,000                  -

     Principal payments on related party advances                        -             (3,845)

     Principal payments on notes                                         -             (6,353)
                                                                 _________          _________

       Net cash provided by (used in) financing activities          27,000            (10,198)
                                                                 _________          _________

       Net (decrease) increase (decrease) in cash                   (9,364)            11,965

       Cash and cash equivalents at
         December 31, 2002, and 2001                                13,352              1,387
                                                                 _________          _________

       Cash and cash equivalents at
         December 31, 2003, and 2002                             $   3,988          $  13,352
                                                                 =========          =========

</TABLE>

   The Accompanying Notes are and Integral Part of These Financial Statements

                                       F-6

<PAGE>

                         ICYRSTAL, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 2003, AND 2002


SUPPLEMENTARY INFORMATION AND NON CASH TRANSACTIONS

During the years ended December 31, 2003 and 2002, interest paid was -0- and
$97,786, respectively.

The Company paid no taxes during the years ended December 31, 2003, and 2002.

In May 2003 the company exchanged substantially of its assets in payment of
$724,515 in debt, accrued interest, and accounts payable.

In January 2002 the Company issued 1,400,000 shares of its common stock for
services valued at $98,000. Also in January 2002 the Company issued 1,000,000
shares of its common stock, valued at $35,000, and set up a customer deposit
valued at $65,000, to relieve a payable with a value of $100,000

In June 2002 the Company issued 550,000 shares of its common stock for services
valued at $71,500.

The Accompanying Notes are an Integral Part of These Financial Statements

                                       F-7

<PAGE>


                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         iCrystal,  Inc. (the Company) was  incorporated  on October 5, 1994, in
         the state of Delaware as Cable Group South,  Inc. In November  1998 the
         Company changed its name to Softnet Industries,  Inc., and in June 1999
         the name was  changed to I Crystal.  In June 2000 the name was  changed
         again to  iCrystal,  Inc.  The Company was  engaged in  developing  and
         licensing software related to the Internet gaming industry.

         In August  1999,  I Crystal  Software,  Inc. (I Crystal  Software)  was
         incorporated  in  the  province  of  British  Columbia,   Canada.  Upon
         incorporation,  all  founding  shares  were  issued to the  officers of
         iCrystal,  Inc. In December 1999 the officers contributed all shares to
         the  Company,  at which time I Crystal  Software  became a wholly owned
         subsidiary of the Company. I Crystal Software  subsequently carried out
         essentially all of the Company's software development activity.

         In May 2003  the  company  exchanged  substantially  all of its  assets
         including the investment  its  subsidiary  with the holders of the note
         payable in full  satisfaction  of the note and  interest  payable.  The
         Company is now in the process of finding a new  investment  opportunity
         and has no operations.

         GOING CONCERN
         These financial statements have been prepared assuming that the Company
         will continue as a going  concern.  The Company has incurred net losses
         since  inception  and at December 31,  2003,  the Company had a working
         capital deficiency of $33,012 and a stockholders' deficit of $20,404.

         In the  event  that  future  operating  cash  flows do not meet all the
         Company's cash requirements, it will need to obtain additional funding.
         Success in raising  additional  funding is dependent  on the  Company's
         ability  to  demonstrate  that  it  can  fulfill  its  future  business
         strategies.  Should the Company need additional  financing through debt
         or equity placements, there is no assurance that such financing will be
         available, or at terms acceptable to the Company.

                                       F-8

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


         Management  believes that the future cash flows from operations and its
         ability  to raise  additional  debt or equity  capital  will  allow the
         Company to generate sufficient cash to support its operations.

         BASIS OF PRESENTATION
         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted accounting standards in the United States of America
         requires  management  to make  estimates  and  assumptions  that affect
         certain reported amounts and disclosures.  Accordingly,  actual results
         could differ from those estimates.

         CASH AND CASH EQUIVALENTS
         For purposes of the statement of cash flows, the Company  considers all
         highly  liquid  debt  instruments  purchased  with a maturity  of three
         months or less to be cash  equivalents.  As of December 31,  2003,  and
         2002, the Company held no cash equivalents.

         FIXED ASSETS
         Depreciation  and  amortization  expense is provided for on a declining
         balance basis over the estimated useful lives of the assets.  Leasehold
         improvements are amortized over the remaining lease terms.

         ADVERTISING COSTS
         Advertising  costs are  charged  to  operations  when  incurred.  Total
         advertising  costs charged to expense for the years ended  December 31,
         2003, and 2002, were -0- and $10,098, respectively.


                                       F-9

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


         LOSS PER SHARE
         Net  loss  per  share is  provided  in  accordance  with  Statement  of
         Financial  Accounting  Standards  (SFAS) No. 128  "EARNINGS PER SHARE".
         Basic loss per share for each period is  computed by dividing  net loss
         by the weighted  average  number of shares of common stock  outstanding
         during the period.  Diluted loss per share  reflects per share  amounts
         that would have resulted if dilutive common stock  equivalents had been
         converted  to common  stock.  As of  December  31,  2003 and 2002,  the
         Company had no dilutive common stock equivalents such as stock options.

         INCOME TAXES
         The  Company  accounts  for income  taxes using the  liability  method.
         Deferred taxes are provided for temporary differences between the basis
         of assets  and  liabilities  for  financial  reporting  and  income tax
         purposes  at enacted tax rates.  Deferred  tax  amounts  represent  the
         future  tax  consequences  of those  differences,  which will be either
         deductible or taxable when the assets and  liabilities are recovered or
         settled.  Valuation allowances are established when necessary to reduce
         deferred tax assets to the amounts expected to be realized.

         The Company is subject to tax reporting in multiple jurisdictions,  and
         considers the  requirements  of each  jurisdiction,  when preparing its
         estimates of taxes currently due or deferred. Each jurisdiction has its
         own oversight  and  enforcement  bodies,  and the Company is subject to
         audits in each taxing  jurisdiction.  The  Company's  provision for tax
         obligations  represents  estimates,  which are  subject to changes  and
         adjustments resulting from future events. (See Note 3)

         RESEARCH AND DEVELOPMENT COSTS
         Research and  development  costs are  expensed as incurred.  During the
         years ended December 31, 2003, and 2002, the Company  expensed $-0- and
         $564,837, respectively for research and development costs.

                                      F-10

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


         SEGMENT INFORMATION
         The  company  reports  segments  in  accordance  with  SFAS  No.  131 "
         DISCLOSURE  ABOUT SEGMENTS OF AN ENTERPRISE  AND RELATED  INFORMATION."
         SFAS No. 131 requires that  reportable  segments be designated  using a
         management approach,  which relies on the internal organization used by
         management for making operational decisions and assessing  performance.
         SFAS No. 131 also  requires  certain  disclosures  about  products  and
         services,  geographical areas, and major customers. Management assesses
         the performance of its operations as a single segment. (See Note 8)

         NEW ACCOUNTING PRONOUNCEMENTS
         In April 2003 the Financial  Accounting  Standards  Board (FASB) issued
         SFAS 149  "Amendment  of Statement 133 on  Derivative  Instruments  and
         Hedging  Activities."  This  statement,   which  amends  and  clarifies
         existing accounting pronouncements,  addresses financial accounting and
         reporting for  derivative or other hybrid  instruments.  This Statement
         requires that contracts with  comparable  characteristics  be accounted
         for similarly.  It is effective for contracts  entered into or modified
         after  September 30, 2003.  The Company does not expect the adoption of
         SFAS 149 to have any impact on the financial statements.

         In May 2003 the FASB issued SFAS 150, "Accounting for Certain Financial
         Instruments with Characteristics of both Liabilities and Equity," which
         is effective at the  beginning of the first  interim  period  beginning
         after March 15, 2003.  This  statement  establishes  standards  for the
         Company's  classification  of liabilities  in the financial  statements
         that have  characteristics  of both liabilities and equity. The Company
         believes the adoption of SFAS 150 will have no effect on the  Company's
         financial position or results of operations.

         In December  2003 the FASB issued  SFAS 132R,  "Employers'  Disclosures
         about Pensions and Other Postretirement  Benefits--an amendment of SFAS
         87, 88, and 106". This Statement revises  employers'  disclosures about
         pension  plans  and other  postretirement  benefit  plans.  It does not

                                      F-11

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


         change the  measurement  or recognition of those plans required by SFAS
         87, "Employers' Accounting for Pensions, SFAS 88, Employers' Accounting
         for Settlements  and  Curtailments of Defined Benefit Pension Plans and
         for  Termination  Benefits,  and SFAS 106,  Employers'  Accounting  for
         Postretirement  Benefits Other Than Pensions".  This Statement  retains
         the  disclosure   requirements   contained  in  SFAS  132,  "Employers'
         Disclosures about Pensions and Other Postretirement Benefits", which it
         replaces.  It requires additional  disclosures to those in the original
         Statement  132 about  the  assets,  obligations,  cash  flows,  and net
         periodic  benefit  cost of  defined  benefit  pension  plans  and other
         defined  benefit  postretirement  plans.  The required  information  is
         required to be  provided  separately  for  pension  plans and for other
         postretirement  benefit  plans.  The  Company  has no  pension or other
         postretirement benefits.

2.       NOTES PAYABLE
         In November 2001 the Company  refinanced  convertible  advances held by
         Lexington  Systems (a related  party)  with third  parties,  related to
         Manihi, the master licensee, through common ownership, in the amount of
         $418,770. The note included commissions and fees of $68,558, carried an
         interest rate of 4% per month on the outstanding principal, and was due
         May 15, 2002.  The notes were  convertible  to shares of the  Company's
         common  stock at a value of $.04  per  share.  The  notes  and  accrued
         interest were convertible at the discretion of the lenders. At the time
         of issuance, the notes did not have a beneficial conversion feature, as
         the  conversion  price was equal to the fair market price of the stock.
         In May 2002  the note was  extended  for  twelve  months  with the same
         terms.

         In May 2003  the  Company  exchanged  substantially  all of its  assets
         including its  investment in its subsidiary to the holders of the notes
         in exchange for the full satisfaction of the note and interest payable.
         As of December  31,  2003 the balance of the note and accrued  interest
         was -0-. (See Note 9).

                                      F-12

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


3.       PROVISION FOR INCOME TAXES
         The Company  recognizes  deferred tax  liabilities and benefits for the
         expected  future tax  consequences of events that have been included in
         the financial statements or tax returns.

         Deferred tax liabilities and benefits are recognized  using enacted tax
         rates in effect for the year in which the  differences  are expected to
         reverse.

         Deferred tax benefits and liabilities are calculated  using enacted tax
         rates  in  Canada  and the U.S.  in  effect  for the year in which  the
         differences are expected to reverse.

         The  following  is a  schedule  of the  composition  of the  income tax
         benefit:

                                                    2003            2002
                                                 ___________     ___________

         Net operating loss carryforward         $ 2,184,141     $ 2,435,232
         Valuation                                (2,184,141)     (2,435,232)
                                                 ___________     ___________
            Total provision for income taxes     $         0     $         0
                                                 ===========     ===========

         Reconciliation  of  the  statutory  federal  income  tax  rate  to  the
         Company's effective tax rate is as follows:

                                                           DECEMBER 31
                                                    2003            2002
                                                 ___________     ___________

         Net income (loss) before taxes          $   652,918     $  (242,511)
         U.S. statutory rate                           34.00%          34.00%
                                                 ___________     ___________
         Change in deferred tax                      221,992         (82,453)
         Change in deferred tax asset
            valuation account                       (221,992)         82,453
                                                 ___________     ___________
         Total tax expense                       $      0.00     $      0.00
                                                 ===========     ===========
         Effective tax rate                              0.0%            0.0%
                                                 ===========     ===========


                                      F-13

<PAGE>

         The net change in the valuation account was $(221,981) and $82,453,  in
         the  years  ended  December  31,  2003,  and  2002,  respectively.  The
         valuation  allowance  has  been  estimated  in an  amount  equal to the
         projected future benefit of the loss  carryforward  because there is no
         assumption that the Company will generate  sufficient income to utilize
         the tax benefit.  The Company has incurred  losses since its  inception
         and has filed no income tax returns. The losses incurred to date may be
         limited due to the change in control of the Company and  limitations on
         the  deductibility  of $4,628,200 for services in exchange for issuance
         of common  stock.  In the event that all returns are filed and accepted
         by the taxing  authority,  the Company  will have unused net  operating
         losses available for  carryforwards  of  approximately  $6,400,000 that
         will start to expire in 2015 in the United States of America.

         As a result of not filing all income tax  returns,  the  Company may be
         subject  to  assessment  of  penalties.   As  of  April  13,  2004,  no
         assessments  have been received and the  likelihood  of receiving  such
         assessments  or negotiating a settlement in the event  assessments  are
         received is  difficult to  estimate.  Accordingly,  the Company has not
         provided  for any  payments  that  may be made  if such  penalties  are
         assessed.

         Under existing laws, undistributed earnings of foreign subsidiaries are
         not subject to U.S. tax until  distributed as dividends.  To the extent

                                      F-14
<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


         such earnings exist, they are considered indefinitely  reinvested,  and
         the Company provides no deferred income tax on such amounts.

4.       CAPITAL STOCK
         The Company has a single class of $0.01 par value common stock.  Thirty
         million  shares are  authorized  and  19,732,785  shares are issued (or
         committed to be issued) and outstanding at December 31, 2003.

         In 2002 the  Company  issued  1,950,00  shares of its common  stock for
         services valued at $169,500.

         In 2002 the Company also issued 1,000,000 shares of its common stock to
         relieve a accrued liability valued at $35,000.

5.       STOCK BASED COMPENSATION
         In June 2000 stockholders  approved adoption of the 2000 Incentive Plan
         (the "Plan").  Under the Plan the Company may make awards to employees,
         non-employees,  directors,  consultants, and independent contractors of
         shares of common stock or derivative  securities such as incentives and
         nonqualified  stock options purchase warrants,  securities  convertible
         into common stock,  stock  appreciation  rights,  phantom stock, or any
         other form of derivative,  without limitation.  The term of the Plan is
         ten years.  Three million shares are reserved for awards made under the
         Plan.  The Plan  stipulates no terms or conditions for the awards to be
         granted.

         There  were no stock  options  issued or  outstanding  during the years
         ended December 31, 2003 or 2002.

                                      F-15

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


6.       OBLIGATIONS UNDER LEASE
         The Company  occupied leased  premises,  which had renewal options with
         terms and conditions  similar to the original  lease.  The rent expense
         for the years ended  December 31, 2003, and 2002, was $-0- and $53,011,
         respectively.

7.       RELATED PARTY TRANSACTIONS
         During the year ended  December  31,  2003,  the  Company  received  an
         advance from a company  related through common a common director in the
         amount of  $27,000.  The  advance  carries  no  interest  and is due on
         demand.

         Also during the year ended  December 31, 2003, the Company paid $60,000
         in consulting fees to its CEO.

         The Company is affiliated with the following entities:

         Slamko Visser, Chartered Accountants (Slamko Visser)
         The Company is affiliated with the Canadian  chartered  accounting firm
         Slamko  Visser  through  common  ownership.  During 2003 and 2002,  the
         Company  incurred  $11,500  and  $21,000,  respectively,  of expense to
         Slamko Visser for consulting and accounting fees and related costs. The
         Company had accounts payable of $7,000 due to Slamko Visser at December
         31, 2003.

         Manihi, Inc.
         Effective  in  November  2000  Manihi and the  Company  entered  into a
         25-year  exclusive  master  license  agreement (the  `Agreement').  The
         Company  recorded  $-0-  and  $1,270,877  of  revenue  for the  royalty
         collected and the elements  delivered  during the years ended  December
         31, 2003 and 2002, respectively. As of December 31, 2003, there were no
         amounts due from Manihi.

                                      F-16

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


8.       SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS
         SEGMENT INFORMATION
         The  Company's  primary  operations  consist  of  the  development  and
         licensing of internet-based gaming technology.  Management assesses the
         performance of its operation as a single segment.

         GEOGRAPHIC INFORMATION
         Following is a summary of revenues and long-lived assets related to the
         respective  countries  in which  the  Company  operates.  Revenues  are
         attributed to countries based on location of customers.

         There were no revenues for the year ended December 31, 2003.

                                           For the Year Ended December 31, 2002

                                            REVENUE           LONG-LIVED ASSETS
                                           __________         _________________

         Canada                            $        0             $ 65,507
         Central America or Costa Rica      1,270,877                    0
                                           __________             ________
             Consolidated Total            $1,270,877             $ 65,507
                                           ==========             ========

         MAJOR CUSTOMERS
         During  the years  ended  December  31,  2003,  and 2002,  the  Company
         realized  $-0-and  $1,270,877,  of  revenue,  respectively,  under  its
         exclusive master license agreement with Manihi, Inc.

                                      F-17

<PAGE>

                         ICRYSTAL, INC., AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


9.       DISCONTINUED OPERATIONS
         In  August  2001 the FASB  issued  Statement  of  Financial  Accounting
         Standards  No. 144 ("SFAS  144"),  "Accounting  for the  Impairment  of
         Long-Lived Assets", which requires a single accounting model to be used
         for  long-lived  assets to be sold and  broadens  the  presentation  of
         discontinued  operations to include a "component of an entity"  (rather
         than a segment  of a  business).  A  component  of an entity  comprises
         operations   and  cash  flows   that  can  be  clearly   distinguished,
         operationally and for financial  reporting  purposes,  from the rest of
         the entity.  A component  of an entity that is  classified  as held for
         sale, or has been disposed of, is presented as a discontinued operation
         if the  operations  and cash  flows of the  component  will be (or have
         been)  eliminated  from the  ongoing  operations  of the entity and the
         entity  will not have any  significant  continuing  involvement  in the
         operations  of the  component.  The Company  adopted SFAS 144 effective
         August 1, 2001.

         In May 2003 the Company  disposed of assets  relating to the  Company's
         internet  software  gaming  business  in order  to  relieve  its  debt.
         Accordingly   the   subsidiary's   operations  were  accounted  for  as
         discontinued.  Loss from  discontinued  operations  for the year  ended
         December 31, 2003, totaled $45,649. It was agreed that all assets, with
         the exception of certain fixed assets,  would be sold in payment of the
         $418,770  note  payable and related  interest,  accounts  payable,  and
         certain other  liabilities.  A gain from disposal of assets of $782,690
         was recorded.

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

         The fair value of accounts payable  approximate their carrying amounts.
         The  fair  value  of the  advance  from  stockholder  approximates  its
         carrying  amount  because  of the  short-term  nature of the  financial
         instrument.


                                      F-18


<PAGE>


PART II. OTHER INFORMATION

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits:

         (a) 31  Section 302 Certification - CEO & CFO
         (b) 32  Section 906 Certification - CEO & CFO



                                   SIGNATURES


Purusant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.



Dated this 13th day of May, 2004



                              ICRYSTAL, INC.


                              By: /s/ LARRY J. HRABI
                                  __________________
                                      Larry J. Hrabi
                                      CEO