U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

               |X| ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For Fiscal Year Ended: December 31, 2003

                                       OR

             |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________

                         Commission file number: 0-31040

                       ADSERO CORP. (FORMERLY REINK CORP.)
        (Exact name of small business issuer as specified in its charter)

                DELAWARE                                   65-0602729
               ----------                                 ------------
     (State or other jurisdiction of                      (IRS Employer
     incorporation or organization)                    Identification No.)

    2085 HURONTARIO STREET, SUITE 300
      MISSISSAUGA, ONTARIO, CANADA                           L5A 4G1
     ------------------------------                         ---------
(Address of principal executive offices)                  (Postal Code)

Issuer's telephone number:  (905) 206-1604

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

                                      NONE
                                      ----

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

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------

Check whether the registrant (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 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 registrant's revenues for its most recent fiscal year: $0

As of April 19, 2004, there were approximately 10,925,755 shares of the
registrant's common stock, par value $0.001, issued and outstanding. Of these,
9,334,605 shares are held by non-affiliates of the registrant. The market value
of securities held by non-affiliates is approximately $2,333,651 based on the
closing price of $.25 for the registrant's common stock on April 15, 2004.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933, as amended ("Securities Act").

Not Applicable.

<PAGE>

                                TABLE OF CONTENTS

Item Number and Caption                                                     Page

Forward-Looking Statements.....................................................2

                                     PART I
1.  Description of Business....................................................2

2.  Description of Property....................................................4

3.  Legal Proceedings..........................................................4

4.  Submission of Matters to a Vote of Security Holders........................5

                                 PART II

5.  Market for Common Equity and Related Stockholder Matters...................5

6.  Plan of Operation..........................................................7

7.  Financial Statements.......................................................8

8.  Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure.......................................................8

8A. Controls and Procedures....................................................9

                                PART III
9.  Directors, Executive Officers, Promoters and Control Persons;
    Compliance with Section 16(a) of the Exchange Act..........................9

10. Executive Compensation....................................................11

11. Security Ownership of Certain Beneficial Owners and Management............14

12. Certain Relationships and Related Transactions............................15

13. Exhibits, List and Reports on Form 8-K....................................17

14. Principal Accountant Fees & Services......................................18


                                       1
<PAGE>

                           FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others, those
statements including the words "expects," "anticipates," "intends," "believes"
and similar language. Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section "Plan of Operation". You should carefully review the risks
described in other documents we file from time to time with the Securities and
Exchange Commission. You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to publicly release any revisions to the forward-looking
statements or reflect events or circumstances after the date of this document.

                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

CORPORATE HISTORY

We have ceased operations and expect to remain inactive until additional
financing which will enable us to restart operations or acquire an existing
business is obtained. We have been in discussions, from time to time, with
existing businesses within the Imaging consumables segment, with respect to
possible mergers, acquisitions and other business combinations, and plan to
continue these type of discussions in the future. There can be no assurances
that any of these discussions will result in a business combination. Our failure
to achieve financing or engage in a business combination transaction may cause
us to cease operations permanently.

Effective March 22, 2004 we effected a 1:20 reverse stock split. All references
to shares in this Annual Report have been adjusted to reflect this stock split.

Prior to the cessation of operations, we were a manufacturer and marketer of
environmentally conscious quality aftermarket ink products for the imaging
consumables market. Products included ink jet and remanufactured laser toner
cartridges, inkjet refill kits, remanufactured inkjet cartridges, thermal
printer film, bulk ink, and a wide range of specialty inks for industrial
printer applications. We generated no sales during 2003 or 2002 from continuing
operations due to our main operating subsidiary, Reink Imaging USA Ltd., filing
for Chapter 7 Bankruptcy on July 10, 2003, and its subsequent treatment as a
discontinued operation for financial reporting purposes.

Previously, we had three (3) wholly-owned subsidiaries: Reink Imaging USA,
Ltd.("Reink USA"), Brittany L.L.C.("Brittany"), and Reink Canada Corp.("Reink
CA"). Reink USA was headquartered in Mississauga, Ontario where we maintained
our principal administrative offices. Reink USA also operated out of a facility
in Cookeville, Tennessee that remanufactured inkjet cartridges, produced bulk
ink, and conducted research and development. Brittany was a limited liability
company located in Pennsauken, New Jersey which owned the real property upon
which Reink USA operations were formerly located. All operations were removed
from this location at the beginning of 2003. Reink CA is a Canadian corporation
with minimal operations formed to handle Canadian sales of our ink products.


                                       2
<PAGE>

We were incorporated in Delaware in March 1999 under the name Reink Corp.
("Reink"). On April 9, 1999 we acquired the stock of Renewable Resources, Inc.
On May 19, 1999, Reink was acquired by Newmarket Strategic Development Corp.
("Newmarket") for 11,850,000 shares of Newmarket stock pursuant to a Plan of
Merger between Reink and Newmarket. Newmarket then changed its name to Reink
Corp. On September 30, 1999, Reink, through its wholly owned subsidiary, Reink
USA, purchased all of the assets and assumed all of the liabilities of Assembly
Services Unlimited, Inc. ("Assembly") and all of the issued and outstanding
membership certificates of Brittany L.L.C. ("Brittany"), the entity owning the
real property upon which Assembly conducted its operations. Effective March 22,
2004 Reink changed its name to Adsero Corp.

On December 31, 2002, our CEO, VP of Finance and one of the production chemists
from our R&D facility resigned (the "Former Officers"). Prior to resigning, the
Former Officers dismissed all employees of Reink USA. We commenced and continue
to pursue legal proceedings against these Former Officers for actions we believe
to be in violation of non-competition and confidentiality clauses within their
employment contracts.

In January, 2003 the three largest creditors of Reink USA filed a petition to
force the subsidiary into Chapter 7 under the US Federal Bankruptcy Code. Reink
USA filed a motion to have the petition thrown out since the third creditor
withdrew from the filing and also since the counsel for the petitioners
withdrew. Subsequently the remaining two creditors provided a new third creditor
and amended the filing. This new third creditor also subsequently withdrew and
the two remaining creditors found two other creditors and filed an amendment.
During March 2003, Reink USA's motion to convert to a voluntary Chapter 11 was
accepted by the District of New Jersey, Federal Bankruptcy Court. As a result of
failed negotiations with our largest suppliers, on July 10, 2003, Reink USA was
moved from Chapter 11 "Reorganization" into Chapter 7 "Liquidation" and a
Bankruptcy Trustee was appointed to administer the estate. As a result, we lost
control of Reink USA and Reink USA is presented for all periods as a
discontinued operation.

MANUFACTURING AND PRODUCTION

We have ceased operations until additional financing has been obtained in order
to restart operations or acquire an existing business. Our administrative
offices are located in Mississauga, Ontario. At the present time we have no
employees. Our two executive officers work out of the Mississauga office and are
compensated pursuant to consulting agreements.

We previously operated out of two facilities. Our headquarters and
administrative operations were located in a leased location in Mississauga,
Ontario, in a shared 6,000 square foot facility. There was access to
approximately 20,000 square feet of warehousing space as operations demanded.


                                       3
<PAGE>

Through our subsidiary Reink USA, we also leased 10,000 square feet in
Cookeville, Tennessee. The Cookeville facility manufactured bulk ink and
remanufactured ink jet cartridges. Additionally, all research and development
was conducted at the Cookeville location. We had approximately 7 employees and
consultants in Cookeville, of which 3 were involved in research and development
and quality control. The Cookeville location was closed in July 2003 due to the
bankruptcy of Reink USA.

During January, 2003 we shut-down our Pennsauken, New Jersey manufacturing plant
and relocated all inventory to a third party warehouse. A subsidiary company,
Brittany LLC which owned the property, completed a deed in lieu of foreclosure
related to a mortgage of $600,000 held on the property. We have no further
obligations related to the property. We recorded a loss of approximately
$199,000 on the disposal and the mortgage related to the property in Pennsauken
during the year-ended December 31, 2002.

                         ITEM 2. DESCRIPTION OF PROPERTY

Our headquarters and administrative operations are located at 2085 Hurontario
Street, Suite 300, Mississauga, Ontario L5A 4G1. At such location we utilize
space provided to us on an as and when needed basis by an unrelated party. We
pay for space based on usage. We pay approximately $300 a month for
administrative services including mail collection and answering of telephones.
The arrangement is month to month and can be terminated by us at any time.

                            ITEM 3. LEGAL PROCEEDINGS

On December 31, 2002, our CEO and VP of Finance resigned. On the same date, one
of the production chemists from our R&D facility also resigned. Prior to
resigning these three officers dismissed all the employees of Reink USA, which
left us with no employees. On May 7, 2003 we commenced legal proceedings against
these three former officers in the United States Bankruptcy Court for the
District of New Jersey (Case Number 03-11053 (JHW)) for actions we believe to be
in violation of non-competition and confidentiality clauses within their
employment contracts. In this action we are seeking damages and other relief in
the amount of $1,000,000. The prior officers filed a counter-suit against us for
back wages and other costs. We consider the counter-claim to be without merit.
On September 7, 2003 we filed a defense against the counter-claim.

In January, 2003 the three largest creditors of Reink USA filed a petition to
force Reink into Chapter 7 under the US Federal Bankruptcy Act. We believe that
some of the creditors involved with the petition assisted the new business which
competed directly against us and was founded by our former CEO and VP of
Finance. Reink USA filed a motion to have the petition thrown out since the
third creditor withdrew from the filing and also since the counsel for the
petitioners withdrew. Subsequently the remaining two creditors provided a new
third creditor and amended the filing. This new third creditor also subsequently
withdrew and the two remaining creditors found two other creditors and filed an
amendment. During March 2003, Reink USA's motion to convert to a voluntary
Chapter 11 was accepted by the District of New Jersey, Federal Bankruptcy Court.
As a result of failed negotiations with our largest suppliers, on July 10, 2003,
Reink USA was moved from Chapter 11 "Reorganization" into Chapter 7
"Liquidation" and a Bankruptcy Trustee was appointed to administer the estate.
As a result, we lost control of Reink USA and Reink USA is presented for all
period as a discontinued operation. The Company is unaware of any changes in the
status of the Bankruptcy proceedings.


                                       4
<PAGE>

No other material legal proceedings are pending to which we or any of our
property us subject, nor to our knowledge are any such proceedings threatened.

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

No matter was submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.

                                     PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock is quoted on the OTC Bulletin Board of the National Association
of Securities Dealers, Inc. (the "NASD") under the symbol "ADSO." From May 11,
2000 until March 22, 2004, the first business day after March 19, 2004, the date
we changed our name from Reink Corp. to Adsero Corp., our stock was quoted under
the symbol "RINC." The following table sets forth, for the fiscal quarters
indicated, the high and low closing bid prices per share of our common stock.
Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission, and may not represent actual transactions. The prices set forth
below reflect the 1:20 reverse stock split which was effected on March 22, 2004.

QUARTER INDICATED                                     HIGH BID          LOW BID
-----------------                                     --------          -------
 March 31, 2002                                        $12.80            $5.40
 June 30, 2002                                          10.40             3.20
 September 30, 2002                                      6.80             3.20
 December 31, 2002                                       6.00             1.65
 March 31, 2003                                          3.00              .20
 June 30, 2003                                           1.20              .40
 September 30, 2003                                       .40              .20
 December 31, 2003                                       1.80              .20

On April 15, 2004, the closing bid price for our common stock was $.25 per
share.

HOLDERS

As of April 14, 2004, there were approximately 170 record holders of our common
stock.

DIVIDENDS

We have never declared any cash dividends with respect to our common stock.
Future payment of dividends is within the discretion of our board of directors
and will depend on our earnings, capital requirements, financial condition and
other relevant factors. Although there are no material restrictions limiting, or
that are likely to limit, our ability to pay dividends on our common stock, we
presently intend to retain future earnings, if any, for use in our business and
have no present intention to pay cash dividends on our common stock.


                                       5
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

Effective January 2004, we converted an aggregate of approximately $196,900 in
debt into an aggregate of 19,690,000 restricted shares of our common stock.
Following the effectuation of our 20:1 reverse stock split on March 22, 2004
these shares became approximately 984,500 shares. The conversions were made
pursuant to Debt Conversion and General Release Agreements between us and three
persons. We have agreed to register these shares on behalf of the recipients
thereof.

On January 1, 2004 we issued a 10%, $250,000 promissory note to BG Capital Group
Bahamas Ltd. in consideration of $250,000 advanced to us for use as working
capital. $197,500 of this amount was advanced to us prior to December 31, 2003.
The Note is due January 1, 2005, or earlier in the event that we consummate a
business combination with an entity having revenues of $3,000,000 or more in its
last completed fiscal year. In such latter event, the Note is due thirty days
after the completion of the business combination.

Effective January 2004, we converted an aggregate of $170,000 in Note principal
plus all interest then due thereon into an aggregate of 18,360,000 restricted
shares of our common stock. Following the effectuation of our 20:1 reverse stock
split on March 22, 2004 these shares became approximately 918,000 shares. The
conversions were made pursuant to Note Cancellation and Release Agreements
between us and nine persons. We have agreed to register these shares on behalf
of the recipients thereof.

In April 2004, we issued an aggregate of 5,405,055 restricted shares (the
"Interhold Shares") of our common stock to Interhold Co. and its designees
pursuant to a February 28, 2004 Note Cancellation and General Release under
which a $308,000 promissory note of Reink Imaging USA, Ltd. in favor of
Interhold Co., plus all interest due thereon was cancelled. Also cancelled was
an April 7, 2003 Guarantee and Security Agreement between Interhold and us which
had been put in place as a result of a January 2002 agreement. We have agreed to
register the Interhold shares on behalf of the recipients thereof.

In April 2004, we issued an aggregate of 2,350,500 restricted shares (the
"Manchester Shares") of our common stock to designees of Manchester
Administrative Services Ltd. ("Manchester") pursuant to a February 28, 2004 Debt
Conversion and General Release under which a debt of ours to Manchester in the
approximate amount of $328,500 was cancelled. This debt was incurred pursuant to
our January 6, 2003 Consulting Agreement with Manchester and includes debts
incurred in January and February 2004. We have agreed to register the Manchester
Shares on behalf of the recipients thereof.

In April 2004, we issued an aggregate of 185,000 restricted shares (the "Stock")
to 3 persons pursuant to Note Cancellation and General Release Agreements dated
February 25, 2004; March 29, 2004; and March 30, 2004 respectively. Under these
agreements an aggregate of $185,000 of note principal plus all accrued interest
due thereon was cancelled in consideration for the Stock. We have agreed to
register these shares on behalf of the recipients thereof.

In April 2004, we issued a $70,000 convertible promissory note bearing interest
at 10% per annum to Manchester Consolidated Corp. The note is due on demand. It
is convertible into shares of our common stock at a conversion price of $1.00
per share.


                                       6
<PAGE>

On April 15, 2004 we granted 100,000 stock options to each of Wayne Maddever,
William Smith and Anthony Pallante in consideration of services rendered in
connection with our corporate reorganization and services related to Reink USA's
bankruptcy. These options vest over a three year period commencing on the first
anniversary of the issuance date and are exercisable for a period of ten years
from issuance.

                            ITEM 6. PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the notes thereto appearing elsewhere in
this Report.

We have ceased operations until additional financing has been obtained in order
to restart operations or acquire an existing business. We have been in various
discussions, from time to time, with existing businesses within the Imaging
consumables segment, with respect to possible mergers, acquisitions and other
business combinations, and plans to continue these type of discussions in the
future. There can be no assurances that any of these discussions will be
successful, and if not, we may have to cease operations permanently.

As a result of the departure of certain former officers, in January 2003 we
closed down our manufacturing facility in Pennsauken, New Jersey and moved all
inventory and equipment to other locations. At December 31, 2002 we wrote down
inventories related to the impact ribbons and toner product lines to their
estimated fair values, and had an impairment charge on certain fixed assets as a
result of closing the manufacturing facility. In addition at December 31, 2002
we had an impairment charge on our goodwill relating to the changes to the
impact ribbon and toner product lines and wrote down the goodwill to nil.

In January, 2003 the three largest creditors of Reink USA filed a petition to
force Reink USA into Chapter 7 under the US Federal Bankruptcy Code. We believe
that some of the creditors involved with the petition assisted a new business,
which competed directly with us, that had been founded by the former officers.
Reink USA filed a motion to have the petition thrown out since the third
creditor withdrew from the filing and also since the counsel for the petitioners
withdrew. Subsequently the remaining two creditors provided a new third creditor
and amended the filing. This new third creditor also subsequently withdrew and
the two remaining creditors found two other creditors and filed an amendment.
During March 2003, the subsidiary's motion to convert to a voluntary chapter 11
was accepted by the District of New Jersey, Federal Bankruptcy Court. Due to
failed negotiations with our largest suppliers, on July 10, 2003, Reink USA was
moved from Chapter 11 "Reorganization" into Chapter 7 "Liquidation" and a
Bankruptcy Trustee was appointed to administer the estate. As a result, we lost
control of Reink USA and Reink USA is presented for all periods as a
discontinued operation.


                                       7
<PAGE>

We have financed our cash requirements primarily through sales of our securities
to accredited investors, operations, and bank borrowings. We had a lending
facility with an asset based lender providing a $1,000,000 facility based on 80%
of accounts receivable. As a result of ceasing operations we terminated this
facility after meeting all obligations under the agreement.

As of December 31, 2003, we had a working capital deficiency of $3,919,762
(including $2,125,341 related to the discontinued operation leaving a net
working capital deficiency of approximately $1,794,421).

During January through April, 2004, we converted notes payable of $816,318 and
other liabilities of $426,650 for a total of $1,242,968 into 9,843,055 common
shares. We have no further obligations related to these notes and other
liabilities which were converted.

The auditor's report on our financial statements included in this Report herein
contains an explanatory paragraph about our ability to continue as a going
concern. We expect that to restart operations it will require capital infusions
of a minimum of $2,000,000 necessary to fund the purchase of inventory and to
meet our working capital needs.

Except as provided above, we have no present commitment that is likely to result
in our liquidity increasing or decreasing in any material way. In addition,
except as noted above, we know of no trend, additional demand, event or
uncertainty that will result in, or that are reasonably likely to result in, our
liquidity increasing or decreasing in any material way. We have no material
commitments for capital expenditures. We know of no material trends, favorable
or unfavorable, in our capital resources. We do not presently engage in any
product research or development and have no plans to do so in the foreseeable
future. We do not own any plant or significant equipment. We have no present
plans to add employees although we may do so in the foreseeable future if we
engage in any merger or acquisition transactions.

                          ITEM 7. FINANCIAL STATEMENTS

The financial statements are included beginning immediately following the
signature page to this report. See Item 13 for a list of the financial
statements included.

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

Feldman Sherb & Co., P.C., a professional corporation of certified public
accountants ("Feldman") was our independent auditing firm, for the year ended
December 31, 2001 and through the period ended April 17, 2002. Feldman was
merged into Grassi & Co. ( "Grassi") on April 17, 2002 with Grassi as the
successor firm. Except as described in the following sentence, the reports of
Feldman or Grassi on our financial statements for either of the past two fiscal
years did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The report of Feldman on our financial statements for the fiscal year ended
December 31, 2001 does, however, contain an expression of substantial doubt
regarding our ability to continue as a going concern. In addition, during our
two fiscal years up to and including through May 1, 2003, there was no
disagreement with Grassi on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.


                                       8
<PAGE>

On May 1, 2003 Marcum & Kliegman LLP ("MKLLP") was engaged as our new
independent accountants, commencing with the audit for the year ending December
31, 2002. During the two most recent fiscal years and the interim period
preceding the engagement of MKLLP, we have not consulted with MKLLP regarding
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on our financial statements, and neither a written report nor oral
advice was provided to us by MKLLP that MKLLP concluded was an important factor
considered by the Company in reaching a decision as to the accounting, auditing,
or financial reporting issue; or (ii) any matter that was either the subject of
a "disagreement" or event identified in response to paragraph (a)(1)(iv) of Item
304, as those terms are used in Item 304(a)(1)(iv) of Regulations S-B and S-K
and the related instructions to Item 304 of Regulations S-B and S-K.

                        ITEM 8A. CONTROLS AND PROCEDURES

Our principal executive and financial officer evaluated the effectiveness of our
disclosure controls and procedures as of a date within 90 days prior to the
filing of this report. Based on this evaluation, our principal executive and
financial officer concluded that our controls and procedures are effective in
providing reasonable assurance that the information required to be disclosed in
this report is accurate and complete and has been recorded, processed,
summarized and reported within the time period required for the filing of this
report. Subsequent to the date of this evaluation, there have not been any
significant changes in our internal controls or, to our knowledge, in other
factors that could significantly affect our internal controls.

                                    PART III

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

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Directors serve until the next annual meeting of the stockholders; until their
successors are elected or appointed and qualified, or until their prior
resignation or removal. Officers serve for such terms as determined by our board
of directors. Each officer holds office until such officer's successor is
elected or appointed and qualified or until such officer's earlier resignation
or removal. No family relationships exist between any of our present directors
and officers.

The following table sets forth certain information, as of April 12, 2004, with
respect to our directors and executive officers.


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                                Date of Election
                                                                                or Appointment
Name                   Positions Held                                    Age      as Director
----                   --------------                                    ---      -----------
<S>                    <C>                                                <C>    <C>
Wayne J. Maddever      President, Chief Executive Officer, Director       55     October 2000

William Smith          Secretary, Treasurer, Chief Financial Officer,     40       May 2000
                       Director
</TABLE>

The following is a brief account of the business experience of each of our
directors and executive officers during the past five years or more.

WAYNE J. MADDEVER, PH.D., P. ENG., joined us as a Director in October, 2000 and
was appointed CEO on January 10, 2003. From January, 1999 until October, 2000,
Dr. Maddever was General Manager of Sanden Machine, Ltd., a Cambridge, Ontario,
Canada supplier of web offset printing equipment to the forms, direct mail and
commercial printing industries. From December, 1996 to January, 1999, Dr.
Maddever served as President of Resource Plastics, Inc., the largest recycler of
film and rigid plastics in Canada. From May, 1991 to December 1996, Dr. Maddever
served as General Manager of MG Canada, a subsidiary of Messen Greishein Gnbh,
Germany's largest industrial gas company. Dr. Maddever received is Doctorate in
Metallurgical and Materials Science Engineering from the University of Toronto
in 1978.

WILLIAM M. SMITH joined us in May, 1999, as Chief Financial Officer and has
served as a Director since May, 2000. From April, 1998 to March, 1999, Mr. Smith
was the CFO of the Locator Group Inc., a leader in the publishing industry. From
September, 1994 to March, 1998, Mr. Smith was Vice President and Treasurer of
Cott Corporation, a publicly traded company in both Canada and the United
States. Cott Corporation is the largest private label manufacturer of soft
drinks in North America. Prior to 1994, Mr. Smith was the Treasurer and Officer
at Molson Breweries responsible for all financing, cash flow, leasing and
foreign exchange, amongst other senior financial responsibilities. Mr. Smith is
a chartered accountant and graduated with honors from the University of
Waterloo, Canada with a Bachelor of Mathematics degree in 1987.

BOARD OF DIRECTORS

Our directors presently receive no cash remuneration for acting as such.
Directors may however be reimbursed their expenses, if any, for attendance at
meetings of the Board of Directors. Our Board of Directors may designate from
among its members an executive committee and one or more other committees.


                                       10
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

There were no issuances of securities to or dispositions of securities by Wayne
Maddever, William Smith, or Anthony Pallante during 2003. Accordingly, no
Section 16 filings were made by Mr. Maddever, Mr. Smith, or Mr. Pallante with
respect to 2003.

                         ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation
paid or accrued by us during the three fiscal years ended December 31, 2003 to
(i) all individuals that served as our chief executive officer or acted in a
similar capacity for us at any time during the fiscal year ended December 31,
2003 and (ii) all individuals that served as executive officers of ours at any
time during the fiscal year ended December 31, 2003 that received annual
compensation during the fiscal year ended December 31, 2003 in excess of
$100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                Annual Compensation                         Long Term Compensation
                                    --------------------------------------------    -------------------------------------
                                                                                          Awards              Payments
                                                       Restricted     Securities    ---------------------   ------------
Name of Individual                                    Other Annual      Stock       Underlying/   LTIP        All Other
and Principal Position    Year      Salary     Bonus  Compensation      Award(s)    Options/SARs  Payouts   Compensation
----------------------    ----      ------     -----  ------------      --------    ------------  -------   ------------
<S>                       <C>      <C>          <C>       <C>            <C>          <C>            <C>         <C>
Wayne Maddever            2003     $58,000(1)   $0        $0             0                0          0           0
President / CEO           2002     $0           $0        $0             0            2,500(2)       0           0
                          2001     $0           $0        $0             0                0          0           0
</TABLE>

(1)   Includes $20,000 which was converted in January 2004, through BBP
      Consulting, into 100,000 shares of our common stock.

(2)   In January 2002 Mr. Maddever received 2,500 stock options which vest over
      a period of three years. The options are exercisable at an exercise price
      of $5.00 per share.

No options were granted to officers and directors during the year ended December
31, 2003. No stock appreciation rights ("SAR's") were granted. During April 2004
the named executive was granted 100,000 stock options at an exercise price of
$0.25 per share.

The following table sets forth information as to Options held by the named
executive officer at December 31, 2003:

<TABLE>
<CAPTION>
                                                 Number of
                                                 Securities            Value of
                                                 Underlying            Unexercised
                                                 Unexercised           In-the-Money
                                                 Options at            at Fiscal
                     Shares                      Fiscal Year End       Year End
                     Acquired        Value       Exercisable/          Exercisable/
Name of Individual   Upon Exercise   Realized    Unexercisable         Unexercisable
------------------   -------------   --------    -------------         -------------
<S>                     <C>            <C>       <C>                     <C>
Wayne Maddever          N/A            N/A       833 Exercisable/        $0 Exercisable/
                                                 1,667 Unexercisable     $0 Unexercisable
</TABLE>


                                       11
<PAGE>

EMPLOYEE STOCK OPTION PLAN

On April 5, 2000, our Board of Directors (the "Board") approved an Employee
Stock Option Plan (the "Option Plan") which was subject to approval by our
shareholders. Under the Option Plan, our Board in its discretion, may grant
stock options to purchase shares of our common stock to officers and employees,
including directors who are employees of the Company. The Board authorized the
reservation of 1,000,000 common shares in conjunction with the authorization to
grant an aggregate of 1,000,000 options pursuant to the Option Plan. Our
shareholders approved the Option Plan on April 6, 2000.

On May 26, 2000, our Board of Directors approved the grant of stock options to
various employees. The options have an exercise price of $13.40 per share and
vest over a period of three years. A total of 62,625 options were granted to
various employees and officers under the Option Plan.

On December 14, 2001 we granted 2,500 options with an exercise price of $5.00
per share.

On January 10, 2002 we granted 20,750 options with an exercise price of $5.00
per share to various employees of the Company.

On April 15, 2004 we granted 300,000 options with an exercise price of $.25 per
share. The Board approved the number of options allowed under the plan at a
total of 1.5 million.

As of December 31, 2003, stock option activity is summarized as follows:

                                         Number of Options
Options                                  and Underlying Shares  Exercise Price
-------                                  ---------------------  --------------

Authorized                                    1,500,000         n/a
Granted                                          85,875         $13.40/$5.00
Exercised                                             0         n/a
Cancelled                                        48,375         $13.40/$5.00

Available for grant
 at December 31, 2003                         1,462,500         n/a

As result of grants after December 31, 2003, the total number of options
outstanding as at April 16, 2004 is 337,500.

EMPLOYMENT AGREEMENTS

We executed an Employment Agreement with William E. Gallagher which commenced
October 1, 1999. The Employment Agreement provided that Mr. Gallagher was to
receive a base salary of $135,000 and yearly bonuses up to one hundred percent
(100%) of his base salary, said bonus structured sixty percent (60%) on
objective achievement and forty percent (40%) on our profitability as
established by our Compensation Committee. Mr. Gallagher was guaranteed a
minimum bonus of $15,000 per year which he received for the year ended December
31, 2001. In the event of termination by us, without cause, Mr. Gallagher was
entitled to the balance remaining in the Employment Agreement. During the term
of his employment and for a period of twelve (12) months after he received his
last compensation under the Employment Agreement, Mr. Gallagher could not
directly or indirectly compete with us. Mr. Gallagher resigned effective
December 31, 2002. Prior to resigning Mr. Gallagher was involved in the
dismissal of all employees of Reink USA. We commenced legal proceedings against
three former officers, including Mr. Gallagher, for actions we believe to be in
violation of non-competition and confidentiality clauses within their employment
contracts.


                                       12
<PAGE>

We executed an Employment Agreement with Robert Sinatra which commenced October
1, 1999. The Employment Agreement provided that Mr. Sinatra was to receive a
base salary of $90,000 and yearly bonuses up to forty percent (40%) of his base
salary, said bonus structured fifty percent (50%) on objective achievement and
fifty percent (50%) on our profitability as established by our Compensation
Committee. In the event of termination by us, without cause, Mr. Sinatra was
entitled to the balance remaining in the Employment Agreement. During the term
of his employment and for a period of twelve (12) months after he received his
last compensation under the Employment Agreement, Mr. Sinatra could not directly
or indirectly compete with the Company. Mr. Sinatra resigned effective December
31, 2002. Prior to resigning, Mr. Sinatra was involved in the dismissal of all
employees of Reink USA and left us with no employees. We commenced legal
proceedings against three former officers, including Mr. Sinatra, for actions we
believe to be in violation of non-competition and confidentiality clauses within
their employment contracts.

Effective January 6, 2003 we executed a consulting agreement with BBP Consulting
("BBP"), a sole proprietorship owned by Wayne Maddever, whereby BBP provides us
with services of Wayne Maddever. Pursuant to the consulting agreement, BBP is
paid consulting fees of up to $15,000 per month. Mr. Maddever earned $58,000
under this agreement for 2003. At the end of each quarter, under this agreement,
Mr. Maddever has the right to convert any unpaid fees into our common stock at
the greater of $1.00 per share or 80% of the then market price. This agreement
continues until terminated and can be terminated by us upon 12 months written
notice.

Effective January 6, 2003 we executed a consulting agreement with Manchester
Administrative Services Inc. ("Manchester Administrative"), a corporation owned
by Anthony Pallante, to provide us with the services of various individuals.
Thereunder, Manchester Administrative is paid consulting fees of up to $40,000
per month depending on the level of work completed. Fees are invoiced monthly on
an ongoing basis. Pursuant to this agreement, we receive the services of William
Smith, who signed the contract on behalf of Manchester Administrative, as
Executive Vice President. Manchester Administrative earned approximately
$460,000 under this agreement for 2003, approximately $86,400 of which was paid
to William Smith. At the end of each quarter, under this agreement, Manchester
Administrative has the right to convert any unpaid fees into our common stock at
the great of $1.00 per share or 80% of the then market price. This agreement
continues until terminated and can be terminated by us upon 12 months written
notice.


                                       13
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

The named executive received no options or SAR grants in 2003.

STOCK APPRECIATION RIGHTS

The named executive did not receive any stock appreciation rights from us during
the fiscal year ended December 31, 2003.

LONG TERM INCENTIVE PLAN AWARDS

We made no long-term incentive plan awards to the named executive officer during
the fiscal year ended December 31, 2003.

COMPENSATION OF DIRECTORS

Our directors receive no cash remuneration for acting as such. Directors may
however be reimbursed their expenses, if any, for attendance at meetings of the
Board of Directors. Our Board of Directors may designate from among its members
an executive committee and one or more other committees. No such committees have
been appointed to date.

REPORT ON REPRICING OF OPTIONS/SARS

During the fiscal year ended December 31, 2003 we did not adjust or amend the
exercise price of any stock options or SARs owned by the named executive.

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial
ownership of our common stock known by us as of April 19, 2004 by (i) each
person or entity known by us to be the beneficial owner of more than 5% of our
common stock, (ii) each of our directors, (iii) each of our executive officers,
and (iv) all of our directors and executive officers as a group. The percentages
in the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and
all shares of our common stock issuable to such holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of such date. Except as
otherwise indicated, the persons listed below have sole voting and investment
power with respect to all shares of our common stock owned by them, except to
the extent such power may be shared with a spouse.

<TABLE>
<CAPTION>
                                                           SHARES OF COMMON   PERCENTAGE OF
NAME AND ADDRESS           POSITION                         STOCK OWNED(1)     OWNERSHIP
----------------           ---------                        --------------    -------------
<S>                        <C>                                 <C>                  <C>
Wayne J. Maddever          Director, President, and            103,316(2)           .95%
c/o Adsero Corp.           Chief Executive Officer
2085 Hurontario Street
Suite 300
Mississauga, Ontario
L5A 4G1

William M. Smith           Director, Secretary, Treasurer      421,166(3)          3.85%
c/o Adsero Corp.           and Chief Financial Officer
2085 Hurontario Street
Suite 300
Mississauga, Ontario
L5A 4G1

Anthony M. Pallante        Shareholder                       1,086,666(4)          9.95%
c/o Manchester
Consolidated Corp.
120 Adelaide Street West
Suite 2401
Toronto, Ontario, M5H 1T1

All officers and directors
as a group (2 persons)                                         524,482             4.80%
</TABLE>


                                       14
<PAGE>

1.    As used herein, the term beneficial ownership with respect to a security
      is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
      consisting of sole or shared voting power (including the power to vote or
      direct the vote) and/or sole or shared investment power (including the
      power to dispose or direct the disposition of) with respect to the
      security through any contract, arrangement, understanding, relationship or
      otherwise, including a right to acquire such power(s) during the next 60
      days. Unless otherwise noted, beneficial ownership consists of sole
      ownership, voting and investment rights.

2.    Includes 1,666 shares underlying presently exercisable stock options.

3.    Includes 9,166 shares underlying presently exercisable stock options.

4.    The shares are issued in the name of Manchester Consolidated Corp. which
      is controlled by Anthony M. Pallante, former Chairman of the Company's
      Board of Directors Includes 9,166 shares underlying presently exercisable
      stock options. Excludes 500,000 shares owned by R World Inc., a
      corporation in which Mr. Pallante has 40% ownership.

CHANGES IN CONTROL

      Not Applicable.

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 2001 we authorized the issuance of 12,500 shares at $6.00 per share
to William Smith and 2,500 shares at $6.00 per share to Robert Sinatra in
consideration for services.

Effective January 6, 2003 we executed a consulting agreement with BBP Consulting
("BBP"), a sole proprietorship owned by Wayne Maddever, whereby BBP provides us
with services of Wayne Maddever. Pursuant to the consulting agreement, BBP is
paid consulting fees of up to $15,000 per month. Mr. Maddever earned $58,000
under this agreement for 2003. At the end of each quarter, under this agreement,
Mr. Maddever has the right to convert any unpaid fees into our common stock at
the greater of $1.00 per share or 80% of the then market price. This agreement
can be terminated by us upon 12 months written notice.

Effective January 6, 2003 we executed a consulting agreement with Manchester
Administrative Services Inc. ("Manchester Administrative"), a corporation owned
by Anthony Pallante, to provide us with the services of various individuals.
Thereunder, Manchester Administrative is paid consulting fees of up to $40,000
per month depending on the level of work completed. Fees are invoiced monthly on
an ongoing basis. Pursuant to this agreement, we receive the services of William
Smith, who signed the contract on behalf of Manchester Administrative, as
Executive Vice President. Manchester Administrative earned approximately
$460,000 under this agreement for 2003, approximately $86,400 of which was paid
to William Smith. At the end of each quarter, under this agreement, Manchester
Administrative has the right to convert any unpaid fees into our common stock at
the greater of $1.00 per share or 80% of the then market price. This agreement
continues until terminated and can be terminated by the Company upon 12 months
written notice.


                                       15
<PAGE>

In January 2004 we entered into an exclusive financing arrangement with
Manchester Consolidated Corp., a corporation owned by Anthony Pallante whereby a
fee would be paid, by us, upon successful completion of a financing or any
acquisitions, mergers, or other business combinations, by Manchester. The fees
for financing are 10% up to $2 million plus, 7% on $2 million to $5 million
plus, 5% on any excess over $5 million and the fees for an acquisition are based
on the transaction value and are 12% on first $5 million plus, 7% on next $5
million and 4% on any excess value over $10 million. Where Manchester raised
financing and assisted in a merger in the same transaction then it will be
entitled to the larger fee under the two provisions. Either party to the
agreement can terminate, without penalty, with 9 months written notice.

Effective January 2004, we converted an aggregate of approximately $196,900 in
debt into an aggregate of 19,690,000 restricted shares of our common stock.
Following the effectuation of our 20:1 reverse stock split on March 22, 2004
these shares became approximately 984,500 shares. The conversions were made
pursuant to Debt Conversion and General Release Agreements between us and three
persons. 100,000 of these shares were issued to Wayne Maddever in connection
with the conversion by BBP Consulting of $20,000 of debt. 384,500 of these
shares were issued to William Smith, through Manchester Administrative Services,
in connection with the conversion of $76,900 owed to Manchester Administrative
Services in connection with services performed by William Smith prior to 2003.
500,000 of these shares were issued to R. World Inc. in connection with the
conversion of $100,000 of debt.

In April 2004 we issued an aggregate of 2,350,500 restricted shares (the
"Manchester Shares") of our common stock to designees of Manchester
Administrative Services Ltd. ("Manchester") pursuant to a February 28, 2004 Debt
Conversion and General Release under which a debt of ours to Manchester in the
approximate amount of $328,500 was cancelled. This debt was incurred pursuant to
our January 6, 2003 Consulting Agreement with Manchester and includes debts
incurred in January and February 2004. 920,000 of the Manchester Shares were
issued to Manchester Consolidated Corp.

In April 2004 we issued a $70,000 convertible promissory note bearing interest
at 10% per annum to Manchester Consolidated Corp. The note is due on demand. It
is convertible into shares of our common stock at a conversion price of $1.00
per share.

On April 15, 2004 we granted 100,000 stock options to each of Wayne Maddever,
William Smith and Anthony Pallante in consideration of services rendered in
connection with our corporate reorganization and services related to Reink USA's
bankruptcy. These options vest over a three year period commencing on the first
anniversary of the issuance date and are exercisable for a period of ten years
from issuance.


                                       16
<PAGE>

                 ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

Financial Statements                                                        Page
--------------------                                                        ----

Independent Auditors Report - Marcum & Kliegman LLP..........................F-1

Consolidated Balance Sheet as at December 31, 2003...........................F-2

Consolidated Statement of Operations
for the years ended December 31, 2003 and December 31, 2002..................F-3

Consolidated Statements of Changes in Stockholders'
Equity (Deficiency)..........................................................F-4

Consolidated Statement of Cash Flows for the years ended December 31, 2003
and December 31, 2002........................................................F-5

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

FINANCIAL STATEMENT SCHEDULES

All financial statement schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended December 31, 2003.

EXHIBITS

      The following exhibits are included as part of this report:

Exhibit
No.      Description
-------  -----------

2        Plan and Agreement of Reorganization by Merger of Adsero Corp. With and
         Into Newmarket Strategic Development Corp. Under the Name of Adsero
         Corp. (1)

3.1      Articles of Incorporation and Amendments (1)

3.2      By-Laws (1)

3.3      Certificate of Amendment to the Certificate of Incorporation as filed
         with the Delaware Secretary of State on March 19, 2004


                                       17
<PAGE>

9        Agreement for Sale and Purchase of Assets of Assembly Services
         Unlimited, Inc. d/b/a Wildan Services and Membership Certificates of
         Brittany LLC and Plan of Reorganization (1)

10.1     Exclusive Agreement for Distribution of Product (1)

10.2     Employment Agreements: William E. Gallagher (1) Robert Sinatra (1)

10.3     Consulting Agreement dated as of January 6, 2003 between Registrant and
         BBP Consulting

10.4     Consulting Agreement dated as of January 6, 2003 between Registrant and
         Manchester Administrative Services Inc.

10.5     Exclusive Financial Advisor Agreement dated January 1, 2004 between
         Registrant and Manchester Consolidated Corp.

10.6     $250,000 Promissory Note of Registrant dated January 1, 2004 issued to
         BG Capital Group Bahamas Ltd.

31.1     Rule 13(a)-14(a) / 15(d)-14(a) Certificates of Principal Executive
         Officer

31.2     Rule 13(a)-14(a) / 15(d)-14(a) Certificates of Principal Financial
         Officer

32.1     Rule 1350 Certification of Chief Executive Officer

32.2     Rule 1350 Certification of Chief Financial Officer

(1)   Incorporated by reference to Registrant's Form 10 (SEC File No.: 0-31040)
      as filed on February 9, 2001.

                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934, as
added by Section 202 of the Sarbanes-Oxley Act of 2002, we are responsible for
listing the non-audit services approved by our Board of Directors to be
performed by our principal accountants. Our Board of Directors currently has not
approved Marcum & Kliegman LLP to perform any non-audit services other than
services related to tax advice, tax compliance and tax preparation.


                                       18
<PAGE>

Audit Fees.

Our principal accountants billed us for aggregate fees in the amount of
approximately $69,500 and $90,350 for the fiscal years ended December 31, 2003
and 2002, respectively including audit fees of approximately $66,000 and $81,850
respectively.

Audit-Related Fees.

Our principal accountants billed us for aggregate fees in the amount of $0 and
$0 for the fiscal years ended December 31, 2003 and 2002, respectively, for
audit related fees.

Tax Fees.

Our principal accountants billed us for aggregate fees in the approximate amount
of $0 and $8,500 for the fiscal years ended December 31, 2003 and 2002,
respectively, for tax compliance, tax advice, and tax preparation.

All Other Fees.

Our principal accountants billed us for aggregate fees in the appropriate amount
of $3,500 and $0 for the fiscal years ended December 31, 2003 and 2002 for other
fees.

Audit Committee's Pre-Approval Practice.

Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors
from performing audit services for us as well as any services not considered to
be "audit services" unless such services are pre-approved by our audit committee
or unless the services meet certain de minimis standards.

The percentage of the fees for audit, audit-related, tax and other services were
as set forth in the following table:

--------------------------------------------------------------------------------
             Percentage of total fees paid to principal accountants
--------------------------------------------------------------------------------
                                        Fiscal Year 2003        Fiscal Year 2002
--------------------------------------------------------------------------------
Audit fees                                    95%                     91%
--------------------------------------------------------------------------------
Audit-related fees                             0%                      0%
--------------------------------------------------------------------------------
Tax fees                                       0%                      9%
--------------------------------------------------------------------------------
All other fees                                 5%                      0%
--------------------------------------------------------------------------------


                                       19
<PAGE>

                                   SIGNATURES

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

                                        ADSERO CORP.


Dated:  April 23, 2004                  By: /s/ Wayne Maddever
                                           -------------------------------------
                                           Wayne J. Maddever
                                           President & Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 23rd day of April, 2004.

                                        /s/ Wayne Maddever
                                        ----------------------------------------
                                        Wayne Maddever, President,
                                        Chief Executive Officer, Director


                                        /s/ William Smith
                                        ----------------------------------------
                                        William Smith, Secretary, Treasurer,
                                        Chief Financial and Accounting Officer
                                        and Director


                                       20
<PAGE>

                          ADSERO CORP. AND SUBSIDIARIES
                             (FORMERLY REINK CORP.)
                          (A DEVELOPMENT STAGE COMPANY)

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Adsero, Corp. (formerly Reink, Corp.) & Subsidiaries

We have audited the accompanying consolidated balance sheet of Adsero, Corp. &
Subsidiaries (a Development Stage Company) as of December 31, 2003 and the
related consolidated statements of operations, stockholders' deficiency 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 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Adsero, Corp. & Subsidiaries (A
Development Stage Company) as of December 31, 2003, and the results of their
operations and their cash flows for the years ended December 31, 2003 and 2003
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has ceased operations and has become a
development stage company. There can be no assurances that the Company can
restart operations or that the Company will be successful in its attempts to
generate positive cash flows or raise sufficient capital essential to its
survival. Additionally, even if the Company does raise operating capital, there
can be no assurances that the net proceeds will be sufficient enough to enable
it to develop its business to a level where it will generate profits and
positive cash flows. These conditions raise substantial doubt about its ability
to continue as a going concern. Management's plans regarding these matters also
are described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Marcum & Kliegman, LLP

New York, New York
April 21, 2004


                                      F-1
<PAGE>

                          ADSERO CORP. AND SUBSIDIARIES
                             (formerly Reink Corp.)
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                      <C>
CURRENT ASSETS
               Cash                                                                      $        444
                                                                                         ------------
                    TOTAL CURRENT ASSETS                                                          444
                                                                                         ============

  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
               Accounts Payable                                                          $    274,157
               Accrued Expenses (including $326,650 to a related parties)                     354,150
               Liabilities of Discontinued Operation                                        2,125,341
               Notes Payable - Related Party (including accrued interest of $113,480)         533,980
               Notes Payable (including accrued interest of $80,078)                          435,078
               Loan payable                                                                   197,500
                                                                                         ------------
                    TOTAL CURRENT LIABILITIES                                               3,920,206
                                                                                         ------------

STOCKHOLDERS' DEFICIENCY
               Common Stock, $.001 par value, 100,000,000 shares authorized,                    1,083
                  1,082,643 shares issued and outstanding
               Additional Paid-In-Capital                                                   6,306,417
               Accumulated Deficit                                                        (10,227,262)
                                                                                         ------------
                    TOTAL STOCKHOLDERS' DEFICIENCY                                         (3,919,762)
                                                                                         ------------
                                                                                         $        444
                                                                                         ============
</TABLE>

                 See notes to consolidated financial statements


                                       F-2
<PAGE>

                          ADSERO CORP. AND SUBSIDIARIES
                             (formerly Reink Corp.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      Year ended December 31,
                                                   -----------------------------
                                                       2003             2002
                                                   -----------      -----------

REVENUES                                           $        --      $        --

COST OF GOODS SOLD                                          --               --
                                                   -----------      -----------
      GROSS PROFIT                                          --               --
                                                   -----------      -----------

OPERATING EXPENSES
      Selling, general and administrative              811,940          307,991
      Research and development                              --          130,300
      Impairment of asset                               89,000               --
      Depreciation and amortization                      8,000           16,000
                                                   -----------      -----------
      TOTAL OPERATING EXPENSES                         908,940          454,291
                                                   -----------      -----------

LOSS FROM OPERATIONS                                  (908,940)        (454,291)

      INTEREST EXPENSE                                 136,457           91,672
                                                   -----------      -----------

LOSS FROM CONTINUING OPERATIONS                     (1,045,397)        (545,963)

LOSS FROM DISCONTINUED OPERATIONS                     (581,504)      (1,634,162)
                                                   -----------      -----------

NET LOSS                                           $(1,626,901)     $(2,180,125)
                                                   ===========      ===========

PER SHARE INFORMATION

NET LOSS FROM CONTINUING
OPERATIONS                                         $     (0.96)     $     (0.50)

NET LOSS FROM DISCONTINUED
OPERATIONS                                               (0.54)           (1.51)
                                                   -----------      -----------

NET LOSS PER SHARE,
      BASIC AND DILUTED                            $     (1.50)     $     (2.01)
                                                   ===========      ===========

WEIGHTED AVERAGE NUMBER OF
      SHARES USED IN  COMPUTATION                    1,082,643        1,082,643
                                                   ===========      ===========

                 See notes to consolidated financial statements


                                      F-3
<PAGE>

                          ADSERO CORP. AND SUBSIDIARIES
                             (formerly Reink Corp.)
                          (A Development Stage Company)

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                              Common Stock              Additional                                        Total
                                       ----------------------------      Paid-In       Accumulated    Shares to be    Stockholders'
                                          Shares          Amount         Capital         Deficit         Issued          Deficit
                                       ------------    ------------    ------------    ------------   ------------    ------------
<S>                                       <C>          <C>             <C>             <C>                 <C>        <C>
Balance - January 1, 2002                 1,018,893           1,019       5,871,260      (6,420,236)       232,000        (315,957)
                                       ------------    ------------    ------------    ------------   ------------    ------------

  Sale of stock and warrants for cash        48,750              49         311,951              --             --          80,000

  Expense re Warrants issued                                                 33,221              --             --          33,221

  Stock issued for services                  15,000              15          89,985              --       (232,000)         90,000

  Net loss                                       --              --              --      (2,180,125)            --      (2,180,125)
                                       ------------    ------------    ------------    ------------   ------------    ------------
Balance - December 31, 2002               1,082,643    $      1,083    $  6,306,417    $ (8,600,361)            --    $ (2,292,861)

  Net loss                                       --              --              --      (1,626,901)            --      (1,626,901)
                                       ------------    ------------    ------------    ------------   ------------    ------------
Balance - December 31, 2003               1,082,643    $      1,083    $  6,306,417    $(10,227,262)            --    $ (3,919,762)
                                       ============    ============    ============    ============   ============    ============
</TABLE>

            See notes to consolidated financial statements


                                      F-4
<PAGE>

                          ADSERO CORP. AND SUBSIDIARIES
                             (formerly Reink Corp.)
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                                                 ---------------------------
                                                                                     2003            2002
                                                                                 -----------     -----------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

                  Loss from Continuing operations                                 (1,045,397)       (545,963)
                  Loss from Discontinued operations                                 (581,504)     (1,634,162)
                                                                                 -----------     -----------

                  Net Loss                                                       $(1,626,901)    $(2,180,125)
                                                                                 -----------     -----------

               Adjustments to reconcile net loss to net cash provided used in
               operating activities:
                  Depreciation and amortization                                       14,780          16,000
                  Impairment of asset                                                 89,000       1,010,780
                  Accrued Interest on notes payable                                  100,660              --
                  Warrants issued in connection with notes payable                        --          33,221
                  Write down of fixed assets                                          61,939         391,331

               Changes in operating assets and liabilities:
                  Accounts receivable                                                246,599              --
                  Inventories                                                        343,423              --
                  Prepaid expenses and other current assets                               --              --
                  Accounts payable and accrued expenses                           (1,631,291)             --
                  Assets of discontinued operation                                        --         712,191
                  Liabilities of discontinued operation                            2,125,341        (198,766)
                                                                                 -----------     -----------
                        Total Adjustments                                          1,350,451       1,964,757

NET CASH USED IN OPERATING ACTIVITIES                                               (276,450)       (215,368)
                                                                                 -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
                  Proceeds from sale of fixed assets                                  21,377              --
                                                                                 -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
                  Proceeds from issuance of notes payable                            170,000         214,778
                  Decrease in due to related party                                        --        (231,600)
                  Repayment of Notes Payable - related party                              --          43,119
                  Proceeds from sales of common stock and warrants                        --          80,000
                  Repayment of borrowings from financing company                    (118,652)             --
                  Increase loan payable                                              197,500              --
                                                                                 -----------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                            248,848         106,297
                                                                                 -----------     -----------

NET DECREASE IN CASH                                                                  (6,225)       (109,071)

CASH AT BEGINNING OF YEAR                                                              6,669         111,627
                                                                                 -----------     -----------

CASH AT END OF YEAR                                                              $       444     $     2,556
                                                                                 ===========     ===========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-5
<PAGE>

                          ADSERO CORP. AND SUBSIDIARIES
                               FORMERLY REINK CORP
                           A DEVELOPMENT STAGE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              YEARS ENDING DECEMBER 31, 2003 AND DECEMBER 31, 2002

1.    ORGANIZATION AND SIGNIFICANT EVENTS

Adsero has ceased operations until additional funding is raised in order to
restart operations and/or acquire an existing business. The Company has been in
various discussions, from time to time, with existing businesses within the
Imaging consumables segment, with respect to possible mergers acquisitions and
other business combinations, and plans to continue these type of discussions in
the future. There can be no assurances that any of these discussions will be
successful, and if not, then the Company may have to cease operations
permanently. Accordingly effective January 1, 2004 the Company will report
results as a Development Stage Company.

Reink Corp. ("Reink") changed it's name to Adsero Corp. effective March 22, 2004
(the "Company" or "Adsero").

Reink was incorporated in Delaware on March 6, 1999 and, through its wholly
owned subsidiaries Reink Imaging USA, Ltd.("Reink USA") and Reink Canada
Corp.("Reink CA"), manufactured bulk ink, toner cartridges for sale to customers
as well as ink for use in the manufacturing of ink jet refill kits using a
patented method to refill ink jet cartridges and re-manufacture compatible
cartridges. The products were sold to both wholesale distributors and retail
office supply stores, both domestically and internationally.

On December 31, 2002, the CEO, VP of Finance and one of the production chemists
from the Company's R&D facility resigned(the "Former Officers"). Prior to
resigning the Former officers dismissed all employees of Reink USA. The Company
commenced and continues to pursue legal proceedings against the Former Officers
of the Company for actions it believes to be in violation of non-competition and
confidentiality clauses within their employment contracts.

As a result of the departure of the Former Officers, in January 2003 the Company
closed down its manufacturing facility in Pennsauken, New Jersey and moved all
inventory and equipment to other locations. At December 31, 2002 the Company
wrote down inventories to their estimated fair values, recorded an impairment
charge on certain fixed assets as a result of closing the manufacturing
facility, and recorded an impairment charge on its goodwill relating to the
changes to the impact ribbon and toner product lines.

In January, 2003 the three largest creditors of Reink USA filed a petition to
force the subsidiary into Chapter 7 under the US Federal Bankruptcy Code. Reink
USA filed a motion to have the petition thrown out since the third creditor
withdrew from the filing and also since the counsel for the petitioners
withdrew. Subsequently the remaining two creditors provided a new third creditor
and amended the filing. This new third creditor also subsequently withdrew and
the two remaining creditors found two other creditors and filed an amendment.
During March 2003, the subsidiary's motion to convert to a voluntary chapter 11
was accepted by the District of New Jersey, Federal Bankruptcy Court. Due to
failed negotiations with the Company's largest suppliers, on July 10, 2003,
Reink USA was moved from Chapter 11 "Reorganization" into Chapter 7
"Liquidation" and a Bankruptcy Trustee was appointed to administer the estate.
As a result, the Company has lost control of Reink USA and Reink USA is
presented for all periods as a discontinued operation.


                                      F-6
<PAGE>

In January 2004, the Company's Board of Directors, and a majority of the
shareholders approved a one-for-twenty reverse stock split of the Company's
Common Stock, effective March 22, 2004. All information presented reflects this
reverse split.

The Company has incurred losses of approximately $1,600,000 and $2,200,000 for
the years ended December 31, 2003 and 2002, respectively, and at December 31,
2003, had a working capital deficiency of approximately $3,900,000. The Company
expects that to restart operations it will require capital infusions of a
minimum of $2,000,000 necessary to fund the purchase of inventory and to meet
the Company's working capital needs. During January to March 2003, the Company
raised an additional $170,000 through the issuance of promissory notes bearing
interest at 12%. Subsequent to year-end these and other notes were converted
into common stock of the Company.

During April 2004 the Company issued a promissory note, to an existing
shareholder, bearing interest at 10% for proceeds of $ 70,000. The note is due
on demand and convertible into common shares of the Company at $1.00 share.

The recovery of assets and continuation of future operations are dependent upon
the Company's ability to raise financing and restart operations and/or acquire
an existing business, and its ability to generate revenues sufficient to fund
its operations. There can be no assurances that the Company can restart
operations or that the Company will be successful in its attempts to generate
positive cash flows or raise sufficient capital essential to its survival.
Additionally, even if the Company does raise operating capital, there can be no
assurances that the net proceeds will be sufficient enough to enable it to
develop its business to a level where it will generate profits and positive cash
flows. These matters raise substantial doubt about the Company's ability to
continue as a going concern. However, the accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    Principals of consolidation - The consolidated financial statements
            include the accounts of the Company and its wholly own subsidiary,
            Reink CA. All material intercompany transactions have been
            eliminated.

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

      c)    Goodwill - Goodwill arose on the acquisition of the impact ribbon
            and remanufactured toner product lines during 1999 and was being
            amortized on a straight-line basis over 15 years through December
            31, 2001.

            In July 2001, the Financial Accounting Standards Board ("FASB")
            issued SFAS No. 142 ("SFAS No. 142"), "Goodwill and Other Intangible
            Assets", which is effective for the Company in 2002. SFAS No. 142
            requires, among other things, the discontinuance of goodwill
            amortization. In addition, the standard includes provisions for the
            reclassification of certain existing recognized intangibles as
            goodwill, reassessment of the useful lives of existing recognized
            intangibles, reclassification of certain intangibles out of
            previously reported goodwill and the identification of


                                      F-7
<PAGE>

            reporting units for purposes of assessing potential future
            impairment of goodwill. SFAS No. 142 also requires the Company to
            complete a transitional goodwill impairment test six months from the
            date of adoption. On January 1, 2002, the Company adopted SFAS 142
            and accordingly performed a transitional goodwill impairment test
            within the required six months from adoption date. Based upon the
            test performed, the Company deemed that there was no impairment of
            goodwill. As discussed in Note 1 goodwill represented value
            attributed to these two product lines. In addition the Company
            closed down its manufacturing facility in Pennsauken, New Jersey and
            moved all inventory and equipment to other locations. Due to these
            changes as at December 31, 2002 the Company deemed the goodwill to
            be impaired and accordingly has recorded an impairment charge of the
            entire balance of $1,012,030.

      d)    Fair value of financial instruments - The Company's financial
            instruments include cash, accounts receivable and accounts payable.
            Due to the short-term nature of these instruments, the fair value of
            these instruments approximates their recorded value. The Company
            believes it's debt, is stated at estimated fair market value.

      e)    Stock based compensation - As permitted under SFAS No. 148,
            "Accounting for Stock-Based Compensation--Transition and
            Disclosure", which amended SFAS No. 123 ("SFAS 123"), "Accounting
            for Stock-Based Compensation", the Company has elected to continue
            to follow the intrinsic value method in accounting for its
            stock-based employee compensation arrangements as defined by
            Accounting Principles Board Opinion ("APB") No. 25, "Accounting for
            Stock Issued to Employees", and related interpretations including
            "Financial Accounting Standards Board Interpretation No. 44,
            Accounting for Certain Transactions Involving Stock Compensation",
            an interpretation of APB No. 25. No stock-based employee
            compensation cost is reflected in net income, as all options granted
            under those plans had an exercise price equal to the market value of
            the underlying common stock on the date of grant. The following
            table illustrates the effect on net income and earnings per share if
            the Company had applied the fair value recognition provisions of
            SFAS 123 to stock-based employee compensation:

<TABLE>
<CAPTION>
                                                                                     December 31,    December 31,
                                                                                        2003            2002
                                                                                     ------------    ------------
<S>                                                           <C>               <C>    <C>             <C>
                Net loss as reported                                                   1,626,901       2,180,125

                  Less: stock-based employee compensation expense determined                   0         149,400
                                                                                       ---------       ---------
                        Under fair value-based methods for all awards

                    Pro forma net loss                                                 1,626,901       2,329,525
                                                                                       =========       =========

         Basic and diluted net loss per share as reported     1.50              2.01
                                                              ====              ====

         Pro forma Basic and dilutes net loss per share       1.50              2.15
                                                              ====              ====
</TABLE>

         Pro forma Information

Pro forma information regarding net income is required by SFAS 148, and has been
determined as if the Company had accounted for its employee stock options under
the fair value method of SFAS 123. The fair value for these options was
estimated at the date of grant using a Black-Scholes option-pricing model to be
$7.20 per share with the following weighted-average assumptions for the
fifty-two weeks ended December 31, 2003:


                                      F-8
<PAGE>

         Assumptions
         -----------
         Risk-free rate                                                    1.81%
         Dividend yield                                                       0%
         Volatility factor of the expected market price of the
           Company's                                                        298%
         Common Stock
         Average life                                                   10 years

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. The
Company's employee stock options have characteristics significantly different
from those of traded options, and changes in the subjective input assumptions
can materially affect the fair value estimate.

      f)    Net Loss Per Share - The Company adopted the provisions of Statement
            of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
            Share." SFAS No. 128 requires the presentation of basic and diluted
            earnings per share ("EPS"). Basic EPS is computed by dividing loss
            available to common stockholders by the weighted-average number of
            common shares outstanding for the period. Diluted EPS includes the
            potential dilution that could occur if options or other contracts to
            issue common stock were exercised or converted.

            The Company's outstanding options of 37,500 and 85,875 and warrants
            of 76,430 and 76,430 for the years ended December 31, 2003 and 2002
            respectively are not reflected in diluted earnings per share,
            because their effects would be anti-dilutive. Accordingly, basic and
            diluted loss per share are identical.

      g)    Income taxes - The Company accounts for income taxes under the
            provisions of Statement of Financial Accounting Standards No. 109,
            "Accounting for Income Taxes" (SFAS No. 109). SFAS No. 109 requires
            the recognition of deferred tax assets and liabilities for both the
            expected impact of differences between the financial statements and
            tax basis of assets and liabilities, and for the expected future tax
            benefit to be derived from tax loss and tax credit carry forwards.
            SFAS No. 109 additionally requires the establishment of a valuation
            allowance to reflect the likelihood of realization of such deferred
            tax asset.

      h)    Revenue recognition - Income from sales of goods is recognized when
            the orders are completed and shipped, provided that collection of
            the resulting receivable is reasonably assured. Substantially all of
            the Company's goods are shipped F.O.B. shipping point. Amounts
            billed to customers are recorded as sales while the shipping costs
            are included in cost of sales.

      i)    Research and development - Research and development expenditures are
            charged to operations as incurred.

      j)    New accounting pronouncements In January 2003, Financial Accounting
            Standards Board ("FASB") issued FASB Interpretation No. 46,
            "Consolidation of Variable Interest Entities" ("FIN 46"), an
            interpretation of Accounting Research Bulletin No. 51. FIN 46
            expands upon and strengthens existing accounting guidance that
            addresses when a company should include in its financial statements
            the assets, liabilities and activities of another entity. A variable
            interest entity is any legal structure used for business purposes
            that either does not have equity investors with voting rights or has
            equity investors that do not provide sufficient financial resources
            for the entity to support its activities. FIN 46 requires a variable
            interest entity to be consolidated by a company if that company is
            subject to a majority of the risk of loss from the variable interest
            entity's activities or entitled to receive a majority of the
            entity's residual returns or both. The consolidation requirements of
            FIN 46 apply immediately to variable interest entities created after
            January 31, 2003. The consolidation requirements apply to older
            entities in the first fiscal year or interim period beginning after
            June 15, 2003. However, in December 2003, FASB deferred the latest
            date by which all public entities, which meet the definition of
            small business issuer under SEC Regulation S-B, must apply FIN 46 to
            the first interim or annual reporting period ended after December
            15, 2004. The effect of the adoption of this new accounting
            pronouncement is not expected to have a significant impact on the
            Company financial statements.


                                      F-9
<PAGE>

            SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
            Activities" ("SFAS 146"), provides guidance on the recognition and
            measurement of liabilities for costs associated with exit or
            disposal activities. The provisions of SFAS 146 are effective for
            exit or disposal activities that are initiated after December 31,
            2002. The Company implemented this standard effective January 1,
            2003 with no material impact to the Company's financial statements.

            In April 2003, FASB issued SFAS No. 149, "Amendment of Statement 133
            on Derivative Instruments and Hedging Activities" ("SFAS 149"),
            which is effective for contracts entered into or modified after June
            30, 2003. SFAS 149 amends FASB Statement No. 133, "Accounting for
            Derivative Instruments and Hedging Activities," to clarify financial
            accounting and reporting for derivative instruments, including
            certain derivative instruments embedded in other contracts. The
            effect of the adoption of this new accounting pronouncement on
            Company's financial statements has not been significant.

            In May 2003, FASB issued SFAS No. 150, "Accounting for Certain
            Financial Instruments with Characteristics of Both Liabilities and
            Equity" ("SFAS 150"), which is effective for financial instruments
            entered into or modified after May 31, 2003, and otherwise is
            effective at the beginning of the first interim period beginning
            after June 15, 2003. SFAS 150 establishes standards for how an
            issuer classifies and measures certain financial instruments with
            characteristics of both liabilities and equity. It requires that an
            issuer classify a financial instrument that is within its scope as a
            liability. The adoption of SFAS 150 did not have a material effect
            on the Company's financial statements.

3.    NOTES PAYABLE

In April 2002, the Company received an aggregate of $185,000 of bridge financing
of which $125,000, $50,000 and $10,000 was due on June 2, 2002, June 24, 2002
and July 1, 2002, respectively. In consideration of the loans, the Company
issued an aggregate of 5,180 warrants exercisable anytime over a period ranging
from three to five years to purchase one share of common stock for each warrant
at $10.00 per share. The Company recorded a charge of approximately $33,000
related to the issuance of such warrants recording the expense as a cost of
financing. The aforementioned loans bear interest ranging from twenty-five
percent (25%) to thirty percent (30%) per annum which commenced on the due date
of the loans and continues since the loans have not yet been repaid. Subsequent
to year-end all of the bridge financing was converted into 185,000 common
shares.

During January through March 2003 the Company received an aggregate of $170,000
through the issuance of promissory notes bearing interest at 12%. Subsequent to
year-end all the promissory notes were converted into 918,000 common shares.

On January 1, 2004 the Company issued a 10%, $250,000 promissory note to BG
Capital Group Bahamas Ltd. in consideration of $250,000 ($197,500 was received
prior to December 31, 2003) advanced for use as working capital. The Note is due
January 1, 2005, or earlier in the event that the Company consummates a business
combination with an entity having revenues of $3,000,000 or more in its last
completed fiscal year. In such latter event, the Note is due thirty days after
the completion of the business combination.


                                      F-10
<PAGE>

4.    RELATED PARTY TRANSACTIONS

      a.    NOTES PAYABLE RELATED PARTIES

      (i).  The Company received advances from a shareholder aggregating
            $220,000 in December 2000 and January 2001. The borrowings are due
            on demand and bear interest at 3% per month. In exchange for a
            decrease in the interest rate down to 14% the Company agreed to
            provide a security interest over all its assets for the loan. The
            balance at December 31, 2003, including interest, is $381,240. In
            April 2004 the Company issued an aggregate of 5,405,055 restricted
            shares (the "Interhold Shares") of common stock to Interhold Co. and
            its designees pursuant to a February 28, 2004 Note Cancellation and
            General Release under which a $308,000 promissory note of Reink
            Imaging USA, Ltd. in favor of Interhold Co., plus all interest due
            thereon was cancelled. Also cancelled was an April 7, 2003 Guarantee
            and Security Agreement between Interhold and the Company which had
            been put in place as a result of a January 2002 agreement.

      (ii)  On October 1, 1999, the Company purchased the membership
            certificates of Brittany, a limited liability company that owns the
            Company's New Jersey location, from the former shareholder of
            Assembly Services Unlimited, Inc. The purchase price was $250,000
            payable in 12 monthly installments of $20,833. On May 26, 2000, the
            payment terms were amended whereby the Company's obligations would
            be repaid by January 1, 2001. In addition, on May 26, 2000, the
            Company issued 15,000 shares of common stock related to the former
            shareholder's agreement to modify the payment terms and recorded a
            charge to operations of $350,000. The balance on the note at
            December 31, 2003 is $152,740. The Company has commenced and
            continues to pursue litigation with the Former Officer related to
            violation of non-competition and confidentiality issues within his
            contract. During January, 2003 the New Jersey location was shutdown.
            A subsidiary company, Brittany LLC which owned the property,
            completed a deed in lieu of foreclosure related to a mortgage of
            $600,000 held on the property. The Company has no further
            obligations related to the property. The Company recorded a loss of
            approximately $199,000 on the disposal and the mortgage related to
            the property in New Jersey during the year-ended December 31, 2002.

      b.    CONSULTING FEES

            The Company expensed approximately $460,000 and $225,000 for the
            years ended December 31, 2003 and 2002, respectively, related to a
            consulting agreement with Manchester Administrative Services Inc.
            ("Manchester Administrative") a wholly owned subsidiary of a
            shareholder of the Company, owned by Anthony Pallante, to provide
            the services of various individuals. Thereunder, Manchester
            Administrative is paid consulting fees of up to $40,000 per month
            (up to $30,000 prior to January 1, 2003) depending on the level of
            work completed. Fees are invoiced monthly on an ongoing basis.
            Pursuant to this agreement, Manchester Administrative provides the
            services of William Smith, who signed the contract on behalf of
            Manchester Administrative, as Executive Vice President. During 2003
            approximately $86,400 was paid to William Smith. After January 1,
            2003, at the end of each quarter, under this agreement, Manchester
            Administrative has the right to convert any upaid fees into common
            stock of the Company at the greater of $1.00 per share or 80% of the
            then market price. This agreement continues until terminated and can
            be terminated by the Company upon 12 months written notice.


                                      F-11
<PAGE>

            Effective January 6, 2003 the Company executed a consulting
            agreement with BBP Consulting ("BBP"), a sole proprietorship owned
            by Wayne Maddever, whereby BBP provides the Company with services of
            Wayne Maddever. Pursuant to the consulting agreement, BBP is paid
            consulting fees of up to $15,000 per month. Mr. Maddever earned
            $58,000 under this agreement for 2003. At the end of each quarter,
            under this agreement, Mr. Maddever has the right to convert any
            upaid fees into common stock of the Company at the greater of $1.00
            per share or 80% of the then market price. This agreement continues
            until terminated and can be terminated by the Company upon 12 months
            written notice.

            In January 2004 the Company entered into an exclusive financing
            arrangement with Manchester Consolidated Corp., a corporation owned
            by Anthony Pallante whereby a fee would be paid, by the Company,
            upon successful completion of a financing or any acquisitions,
            mergers, or other business combinations, by Manchester. The fees for
            financing are 10% up to $2 million plus, 7% on $2 million to $5
            million plus, 5% on any excess over $5 million and the fees for an
            acquisition are based on the transaction value and are 12% on first
            $5 million plus, 7% on next $5 million and 4% on any excess value
            over $10 million. Where Manchester raised financing and assisted in
            a merger in the same transaction then it will be entitled to the
            larger fee under the two provisions. Either party to the agreement
            can terminate, without penalty, with 12 months written notice.

            During January through March, 2004, the Company converted notes
            payable of $816,318 and other liabilities of $426,650 for a total of
            $1,242,968 into 9,843,055 common shares of the Company (includes
            5,405,055 common shares in Note 4a(i)). The conversions were made
            pursuant to Debt Conversion and General Release Agreements. 100,000
            of these shares were issued to Wayne Maddever in connection with the
            conversion by BBP Consulting of $20,000 of debt. 384,500 of these
            shares were issued to William Smith, through Manchester
            Administrative Services, in connection with the conversion of
            $76,900 owed to Manchester Administrative Services in connection
            with services performed by William Smith prior to 2003. In order to
            induce conversion, the Company agreed to reduce the conversion price
            as outlined in the consulting agreements. The conversion
            transactions related to the consulting agreements will be subject to
            a charge to compensation at the time of conversion. The Company has
            no further obligations related to any of these notes and/or other
            liabilities which were converted into common shares.

5.    DISPOSAL OF SUBSIDIARY

            As discussed in Note 1, on July 10, 2003 Reink USA was moved from
            Chapter 11 "Reorganization" into Chapter 7 "Liquidation" and a
            Bankruptcy Trustee was appointed to administer and liquidate the
            estate. Since control of Reink USA was lost on July 10, 2003, the
            Company has reported Reink USA as discontinued operations. Assets of
            $370,816 have been written off. Liabilities are shown on the balance
            sheet as discontinued operations until the bankruptcy is adjudicated
            by the Bankruptcy court. The Company is unaware of any changes in
            the status of the Bankruptcy proceedings. The breakdown of the
            remaining liabilities of Reink USA at the time of moving into
            Chapter 7 "Liquidation" are as follows:


                                      F-12
<PAGE>

                                                  December 31, 2003

                  Accounts Payable                    1,806,242
                  Accrued Expenses                      319,099
                                                      ---------
                  Total Liabilities                  $2,125,341

The following table represents the results of the discontinued operations of
Reink USA:

                                                       2003              2002
                                                   ----------        ----------

Revenues                                              183,097         7,497,238
Cost of Goods Sold                                    117,251         4,906,086
                                                   ----------        ----------
Gross Profit                                           65,846         2,591,152

Operating Expenses
Selling general and Administrative                    266,183         2,339,163
Impairment of Goodwill                                     --         1,010,780
Writedown of Fixed Assets                             370,816           391,331
Depreciation and amortization                           6,780           201,486
                                                   ----------        ----------

Loss from Operations                                 (577,933)       (1,351,607)

Interest Expense                                        3,571           282,555
                                                   ----------        ----------

Net Loss                                             (581,504)       (1,634,162)
                                                   ==========        ==========

6.    MORTGAGE PAYABLE

In connection with the purchase of Brittany, the Company, through a wholly owned
Limited Liability Company, assumed a mortgage bearing interest at a rate of 14%
per annum. The mortgage required monthly payments of interest only of $7,400
until December 31, 2001 when a balloon principal payment of $600,000 was due.
The mortgagor extended the mortgage until June 30, 2002 in return for payments
of $7,400 per month from January to March, 2002 and $8,000 per month from April
to June, 2002. During July 1, 2002 to December 31, 2002 no payments were made on
the mortgage. At December 31, 2002, the Company wrote down the land and building
related to its discontinued operation in New Jersey to $600,000, which equaled
the mortgage outstanding on the property. The Company recorded a loss of
approximately $199,000 on the disposal and the mortgage related to the property
in New Jersey during the year-ended December 31, 2002.In February 2003, the
Company vacated the premises, and returned control to the mortgage holder in
anticipation of completing a transfer of the deed in lieu of foreclosure. On
June 23, 2003 the deed was transferred to the mortgage holder and the land and
building, and the corresponding mortgage of $600,000, have been removed.


                                      F-13
<PAGE>

7.    STOCKHOLDERS DEFICIENCY

      STOCK ISSUED FOR SERVICES

      In April, 2002, the Company issued 15,000 shares of common stock, valued
      at $6.00 per share, to two officers of the Company for past services
      rendered valued at $90,000.

      PRIVATE PLACEMENTS

      In October 2001, the Company signed an agreement to issue 50,000
      restricted shares of common stock and 25,000 warrants, exercisable at
      $6.40 per share to an unrelated party for $320,000, payable in three
      monthly payments, with the first payment being the date of the agreement.
      The agreement was subsequently modified where 48,750 shares and 24,375
      warrants to be to be issued for payments totaling $312,000. $232,000 was
      received prior to December 31, 2001 with the balance received in January,
      2002. The Company issued warrants, which vest one year from the date of
      issuance and expire in five years. The stock certificates were issued
      during 2002.

8.    STOCK OPTIONS

For disclosure purposes the fair value of each stock option grant is estimated
on the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions used for stock options granted during the
year ended December 31, 2002: (i) annual dividends of $0.00, (ii) expected
volatility of 298%, (iii) risk-free interest rate of 1.81%, and (iv) expected
option lives of five years in each year. The weighted average fair value of the
stock options granted for the year ended December 31, 2002 was $5.00 per share.

The following table summarizes the changes in options and warrants outstanding
and the related exercise prices for the shares of the Company common stock:

<TABLE>
<CAPTION>
                             Stock Options Under Plans                               Warrants
                     ------------------------------------------  --------------------------------------------
                                         Weighted                                     Weighted
                              Weighted    Average                         Weighted    Average
                              Average    Remaining                        Average    Remaining
                              Exercise  Contractual                       Exercise  Contractual
                     Shares    Price       life     Exercisable  Shares    Price       life       Exercisable
                     ------    -----       ----     -----------  ------    -----       ----       -----------
<S>                  <C>       <C>       <C>          <C>        <C>       <C>       <C>            <C>
Outstanding at
January 1, 2002      65,125    $13.40    8.6 years    42,583     71,250    $15.20    4.1 years      71,250
   Granted           20,750    $ 5.00    9.0 years        --      5,180     10.00    4.5 years       5,180
                     ------    ------    ---------    ------     ------    ------    ---------      ------
Outstanding at
January 1, 2003      85,875    $13.00    8.6 years    42,583     76,430    $14.80    4.1 years      76,430
  Expired            48,375        --           --    10,083         --        --           --          --
                     ------    ------    ---------    ------     ------    ------    ---------      ------
Outstanding at
December 31, 2003    37,500    $11.72    6.9 years    32,500     76,430    $14.80    4.1 years      76,430
                     ======    ======    =========    ======     ======    ======    =========      ======
</TABLE>

9.    INCOME TAXES

The Company accounts for income taxes using the liability method, which requires
the determination of deferred tax assets and liabilities based on the
differences between the financial and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which differences are expected to
reverse. Deferred tax assets are adjusted by a valuation allowance, if, based on
the weight of available evidence, it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
At December 31, 2003, the Company has net operating loss carryforwards of
approximately $8,500,000 which expire through 2023. Pursuant to Section 382 of
the Internal Revenue Code regarding substantial changes in ownership,
utilization of these losses may be limited. Based on this and the fact that the
Company has generated operating losses through December 31, 2003, the deferred
tax asset of approximately $3,400,000 has been offset by a valuation allowance
of $3,400,000. During the year ended December 31, 2003, the Company recorded an
increase in the valuation allowance of $400,000.


                                      F-15
<PAGE>

10.   COMMITMENTS AND CONTINGENCIES

Employment agreements

On December 31, 2002, the Company's CEO and VP of Finance resigned. On the same
date, one of the production chemists from the R&D facility also resigned. Prior
to resigning these three officers dismissed all the employees of Reink USA,
which left the Company with no employees. On May 7, 2003 the Company commenced
legal proceedings against these three former officers in the United States
Bankruptcy Court for the District of New Jersey (Case Number 03-11053 (JHW)) for
actions the Company believes to be in violation of non-competition and
confidentiality clauses within their employment contracts. In this action the
Company is seeking damages and other relief in the amount of $1,000,000. The
prior officers filed a counter-suit against the Company for back wages and other
costs. The Company considers the counter-claim to be without merit. On September
7, 2003 the Company filed a defense against the counter-claim.

11.   SUBSEQUENT EVENTS

In January 2004 the Company entered into an exclusive financing arrangement with
Manchester Consolidated Corp., a shareholder of the Company, which is a
corporation owned by Anthony Pallante whereby a fee would be paid, by the
Company, upon successful completion of a financing or any acquisitions, mergers,
or other business combinations, by Manchester. The fees for financing are 10% up
to $2 million plus, 7% on $2 million to $5 million plus, 5% on any excess over
$5 million and the fees for an acquisition are based on the transaction value
and are 12% on first $5 million plus, 7% on next $5 million and 4% on any excess
value over $10 million. Where Manchester raised financing and assisted in a
merger in the same transaction then it will be entitled to the larger fee under
the two provisions. Either party to the agreement can terminate, without
penalty, with 12 months written notice.

Effective January 2004, the Company converted an aggregate of approximately
$196,900 in debt into an aggregate of 19,690,000 restricted shares of common
stock. Following the effectuation of the 20:1 reverse stock split on March 22,
2004 these shares became approximately 984,500 shares. The conversions were made
pursuant to Debt Conversion and General Release Agreements between the Company
and three persons. 100,000 of these shares were issued to Wayne Maddever, CEO of
the Company, in connection with the conversion by BBP Consulting of $20,000 of
debt. 384,500 of these shares were issued to William Smith, CFO of the Company,
through Manchester Administrative Services, in connection with the conversion of
$76,900 owed to Manchester Administrative Services in connection with services
performed by William Smith prior to 2003. 500,000 of these shares were issued to
R. World Inc. in connection with the conversion of $100,000 of debt.

On January 1, 2004, the Company issued a 10%, $250,000 promissory note to BG
Capital Group Bahamas Ltd. in consideration of $250,000 ($197,500 was received
prior to December 31, 2003). The Note is due January 1, 2005, or earlier in the
event that the Company consummates a business combination with an entity having
revenues of $3,000,000 or more in its last completed fiscal year. In such latter
event, the Note is due thirty days after the completion of the business
combination.


                                      F-16
<PAGE>

In April 2004, the Company issued an aggregate of 2,350,500 restricted shares
(the "Manchester Shares") of common stock to designees of Manchester
Administrative Services Ltd. ("Manchester") pursuant to a February 28, 2004 Debt
Conversion and General Release under which debt owed to Manchester in the
approximate amount of $328,500 was cancelled. This debt was incurred pursuant to
the January 6, 2003 Consulting Agreement with Manchester and includes debts
incurred in January and February 2004. 920,000 of the Manchester Shares were
issued to Manchester Consolidated Corp.

In April 2004, the Company issued a $70,000 convertible promissory note bearing
interest at 10% per annum to Manchester Consolidated Corp. The note is due on
demand. It is convertible into shares of common stock at a conversion price of
$1.00 per share.

On April 15, 2004, the Company granted 100,000 stock options each to Wayne
Maddever, William Smith and Anthony Pallante in consideration of services
rendered in connection with the Company's corporate reorganization and services
related to Reink USA's bankruptcy. These options, at an exercise price of $0.25,
vest over a three year period commencing on the first anniversary of the
issuance date and are exercisable for a period of ten years from issuance.


                                      F-17