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 THE FISCAL YEAR ENDED DECEMBER 31, 2002

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

                   For the fiscal year ended December 31, 2002

                         Commission File Number: 0-28847

                          GRAVITAS INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                        Florida               65-0260846
          -------------------------------    -------------------------
          (State or other jurisdiction of    (I.R.S. Empl. Ident. No.)
           incorporation or organization)

                        6320 South Sandhill Road, Ste. 9
                               Las Vegas NV 89120
        ----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                1-(800) 447-2220
                                 --------------
                           (Issuer's telephone number)

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

                          Common Stock, $.001 par value
                                (Title of Class)

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

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

State issuer's revenues for its most recent fiscal year $ 55,528.00

The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 31, 2003 was $ 2,143,488.75 based on a closing bid price of
$0.13/share.

At March 31, 2003., 16,488,317 shares of common stock, par value $.001 per
share (the registrant's only class of voting stock) were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Registrant's 8-K 12g-3 dated May 12, 2000 is incorporated by reference into Part
III of this Report.


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                          GRAVITAS INTERNATIONAL, INC.
                                   FORM 10-KSB
                   for the fiscal year ended December 31, 2002
                                TABLE OF CONTENTS

PART I

Item 1.  Description of Business
Item 2.  Description of Property
Item 3.  Legal Proceedings
Item 4.  Submission of Matter to a Vote of Security

PART II

Item 5.  Market for Common Equities and Related Stockholder Matters
Item 6   Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
Item 7.  Financial Statements
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons.
Item 10  Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12  Certain Relationships and Related Transactions

PART F/S

Financial Statements

PART IV

ITEM 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-k
ITEM 14.  Internal Controls

Signatures

               FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This Annual Report contains various forward-looking statements and information,
including (but not limited to) under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," that are based on


<PAGE>
management's beliefs as well as assumptions made by and information currently
available to management, including statements regarding future economic
performance and financial condition, liquidity and capital resources and
management's plans and objectives. When used in this document, the words
"expect," "anticipate," "estimate," "believe," and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
various risks and uncertainties that could cause actual results to vary
materially from those stated. Should one or more of these risks or uncertainties
materialize or should underlying assumptions prove incorrect actual results may
vary materially from those anticipated, estimated, expected or projected. Some
important factors that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements include, but
are not limited to the following: our limited operating history; history of
losses; competition; our ability to manage growth and integration; risks of
technological change; competition for customers; pricing and transportation of
products; marketing relationships with third party suppliers; our ability to
protect our intellectual property rights; economic and political factors; risk
of technological change; market acceptance of our products, our ability to raise
capital, ability to secure licenses, uncertainty regarding infringing
intellectual property rights of others; security risks and the other risks and
uncertainties described under. All such factors are difficult to predict,
contain uncertainties that may materially affect actual results, and are beyond
our control.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.
--------------------------------

     a) Company Background.

Gravitas International, Inc. (the "Company" or "Gravitas") was incorporated in
the State of Florida on April 10, 1991, under the name of Aarden-Bryn
Enterprises, Inc. The Company became a foreign registrant in the State of Nevada
on December 24, 1998, and became qualified to transact business in the State of
Nevada.

On September 24, 1999 the Company changed its name to WTAA International, Inc.,
and pursued operations in the industry of bottled water. With the increased
interest in technology and the internet over the preceding two years the company
was unable to sufficiently fund the ongoing business of bottled water and
embarked on a change of business. On February 8th 2001 the Company announced its
intention for the re-organization of the Company. On October 23rd 2001 the
Company changed its business focus to the industry of digital photography and on
December 6th 2001 completed its final name change to Gravitas International Inc.
The Company., is in the business of acquiring and consolidating photography
related operating businesses and adding additional revenue through internet
related revenue streams.

On November 14, 2001, the Company acquired 100% of the issued and outstanding
common shares of Evolution Marketing Systems, Inc("EMSI"), a software
development company focused in the industry of digital photography and email
marketing software, for total consideration of 1,500,000 common shares in
Gravitas. The Company changed the name of EMSI to Gravitas Digital
Communications in November of 2001.

On September 19, 2002, Gravitas Digital Communications announced the completion
of its first suite of advanced digital photography and online marketing
solutions.


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          1.     Licenses

In March 1999, the Company entered into a license agreement for the use of
licensed material on the labels of bottled water. With the change of business
occurring on October 23rd 2001 this license agreement was no longer applicable
to the ongoing business of the company.

During the fiscal year 2000, the Company entered into various license agreements
within the bottled water industry. With the change of business occurring on
October 23,2001 these license agreements are no longer applicable to the ongoing
business of the company. During the fiscal year 2000, the Company expensed
$150,000 representing previously capitalized royalty and license fees from
terminated contracts within the bottled water business. It also recorded an
additional liability and an expense in the amount of $50,000 to reflect minimum
guarantee payments that became due upon termination of licenses surrounding the
bottled water operations. As of December 31, 2002, remaining royalty and license
fees payable include $135,000 due under these terminated agreements. As a result
of the companies change of business, these fees are currently being settled
through settlement agreements. (legal proceedings)

During the fiscal year 2001, the Company granted a license for the use of their
proprietary digital photography software to Snap-Email Inc., a Nevada based
Private Company. The license allowed Snap-Email Inc., the worldwide rights to
the use of the Gravitas International software and business platform
specifically for the use in Theme and Amusement Parks. Snap-Email purchased the
license for a fee of $750,000.00 to be paid over a 3 year period of $
250,000/annum beginning January 1st 2002. As a result of Snap-Emails inability
to complete on its intended growth strategy, and as after defaulting on its
first payment due December 2002, the Company has rescinded its license as stated
by the agreement.

          2.     Acquisitions

In November 2001, the Company executed a letter of intent to acquire an
interactive marketing company, for a total consideration of 1,500,000 common
shares, and 750,000 warrants. On November 14, 2001 the Company acquired 100% of
the issued and outstanding shares of Evolution Marketing Systems Inc(EMSI). Upon
closing, Gravitas delivered to EMSI's shareholders 500,000 common shares (the
"First Gravitas Shares"), and 250,000 warrants (the "First Warrants"),
exercisable to purchase up to an aggregate of 250,000 common shares at $0.75 per
share at any time or from time to time provided that such Warrants are exercised
on or before the second anniversary of the Closing Date. 250,000 common shares
of the 1,500,000 will be registered by Gravitas, which if approved by the SEC
would make those shares free trading, although subject to affiliate rules. It is
envisioned that these registered shares would be allocated to the founders of
EMSI. Gravitas is in the process of preparing a registration statement with
respect to shares acquired under a recent private placement, and will include
the EMSI shares within that application so as to expedite the process, which is
anticipated to take no less than six months, although no assurances can be given
in that regard.

The remaining part of the Purchase Price, namely the 1,000,000 common shares and
500,000 warrants, will be held in escrow, with such shares and warrants vesting
to the vendors on the following basis: The next 500,000 common shares (the
"Second Shares") and 250,000 warrants (the "Second Warrants") on the date (the
"First Vesting Date") at which EMSI's aggregate earnings before interest, taxes,
depreciation and amortization, calculated cumulatively from November 30, 2001 in
accordance with accounting principles generally accepted in the United States,
totals $100,000. The exercise price on the Second Warrants will be established
at the closing price of the Purchaser on the Vesting Date, and such Second
Warrants will be exercisable at any time or from time to time provided that such
Warrants are exercised on or before the second anniversary of the First Vesting
Date.


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Then the remaining 500,000 common shares (the "Third Shares") and 250,000
warrants (the "Third Warrants") on the date (the "Second Vesting Date") at which
EMSI's aggregate earnings before interest, taxes, depreciation and amortization,
calculated cumulatively from November 30, 2001 in accordance with accounting
principles generally accepted in the United States, totals $200,000. The
exercise price on the Third Warrants will be established at the closing price of
the Purchaser on the Second Vesting Date, and such Second Warrants will be
exercisable at any time or from time to time provided that such Warrants are
exercised on or before the second anniversary of the First Vesting Date.

As part of the agreement of purchase and sale of EMSI, it was agreed that in
order for the shareholders of EMSI to receive the "Second and Third Shares" and
or the "Second or Third Warrants" the individual shareholders must remain as
ongoing employees or affiliates of Gravitas Digital Communications Inc., until
the shares had been released from escrow based upon the outlined escrow
criteria.  As of December 31, 2002 only 3 of the original shareholders of EMSI
remain or are affiliated with the Company.

Consequently, the remaining part of the Purchase Price, namely, 732,000 common
shares and 366,000 warrants, is held in escrow, with such shares and warrants
vesting to the vendors on the following basis; the next 366,000 common shares
(the "Second Shares") and 183,000 warrants (the "Second Warrants") on the date
(the "First Vesting Date") at which EMSI's aggregate earnings before interest,
taxes, depreciation and amortization, calculated cumulatively from November 30,
2001 in accordance with accounting principles generally accepted in the United
States, totals $100,000 (United States funds). The exercise price on the Second
Warrants will be established at the closing price of the Purchaser on the VeAs
part of the agreement of purchase and sale of EMSI, it was agreed that in order
for the shareholders of EMSI to receive the "Second and Third Shares" and or the
"Second or Third Warrants" the individual shareholders must remain as ongoing
employees or affiliates of Gravitas Digital Communications Inc., until the
shares had been released from escrow based upon the outlined escrow criteria.
As of December 31, 2002 only 3 of the original shareholders of EMSI remain or
are affiliated with the Company.

Consequently, the remaining part of the Purchase Price, namely, 732,000 common
shares and 366,000 warrants, is held in escrow, with such shares and warrants
vesting to the vendors on the following basis; the next 366,000 common shares
(the "Second Shares") and 183,000 warrants (the "Second Warrants") on the date
(the "First Vesting Date") at which EMSI's aggregate earnings before interest,
taxes, depreciation and amortization, calculated cumulatively from November 30,
2001 in accordance with accounting principles generally accepted in the United
States, totals $100,000 (United States funds). The exercise price on the Second
Warrants will be established at the closing price of the Purchaser on the V
sting Date, and such Second Warrants will be exercisable at any time or from
time to time provided that such Warrants are exercised on or before the second
anniversary of the First Vesting Date.  As of December 31, 2002 the escrow
release provisions have not been met.

Due to contingent nature of this consideration, no adjustment was made to record
issuance of 1,000,000 common stock share and such shares were not included in
computations of net loss per share or statement of stockholders deficit.
Neither the 1,000,000 shares nor 500,000 warrants were included in computation
of total purchase price.

Due to common ownership of two companies (EMSI and Memoremail), total
consideration paid was considered to be consideration for assets acquired from
both companies.  Therefore, total tangible assets of both Memoremail and EMSI
are included in the table presented below for the purposes of purchase price
allocation.  The balance of previous advances to Memoremail that were still
outstanding at the time of the consummation of EMSI acquisition ($131,672) were
written off as of the date of this acquisition.

The acquisition was accounted for in accordance with SFAS 141 and resulted in
$77,653 in acquired in-process research and development related to undeveloped
imaging technology acquired from EMSI, which was expensed at the time of the
acquisition.

The purchase price was determined by valuing equity consideration issued in
exchange for net assets of the acquiree.  The common stock shares were valued at
$0.27, the Company's closing price on the date of the acquisition, and the
warrants were valued using Black Scholes pricing model and the following
assumptions: risk-free rate of 3.5%, volatility of 220%, dividend rate of 0%,
and contractual life of two years.


          3.     Acquisition Deposits

In October 2000, the Company executed letters of intent to acquire two bottling
Companies. The purchase price was subject to adjustment upon the completion of
standard due diligence conducted by the Company. The Company advanced $250,000
towards the target acquisitions and allotted for a three month due diligence
process for further completion of the deal. In addition, the Company was to
advance $500,000 that would be collateralized by short-term notes receivable. No
funds were advanced as of December 31, 2000.

Subsequent to the fiscal year ended December 31, 2000, in January 2001, the
company paid $31,000 to extended its right to acquire equity interests in the
bottling companies to February 28th 2001. On February 9, 2001, the company made
a standard commercial loan in the amount of $500,000, which funds were used to
purchase equipment and upgrade the production facility of the intended
acquisition company. These loans bear interest at 8% and required monthly
repayments of interest, commencing on March 9, 2001, and principal, commencing
on May 9, 2001. Interest payments were paid as agreed. These loans were secured
by a lien on machinery acquired with the aforementioned advances. In Aug 2001
the loan balance was settled for $350,000.

The due diligence conducted on the target companies in February 2001 indicated
that the financial performance of the target companies was below what was
previously expected. With the increasing interest in the technology and Internet
industries many bricks and mortar businesses including bottled water became
difficult to finance. Accordingly, management terminated negotiating with the
target companies

     b)   Description of Business

Gravitas International Inc. utilizes its imaging technology to develop software
used for professional photographers, live event marketers and select photography
related marketplaces. The Company's software systems and associated hardware
enable our customers to quickly capture, archive, search, and share digital
photographs and associated text and audio records.

The Company is focused on the acquisition and consolidation of leading
photography companies currently operating in the theme park/attraction,
destination resort/casino, cruise ship and mass attendance event industries
worldwide. The Company's software and technology solutions enhance the value of
existing photography businesses by adding the additional revenue associated with
internet marketing, product sales, data management, and e-commerce, and photo
archiving.

          1.     Gravitas Solution

Gravitas International Inc. provides a digital imaging solution to a number of
guest or visitor-based industry sectors that typically operate with
legacy/analog or photo-only digital systems. Gravitas has captured strategic
ground positioning the company, via acquisition, to deploy its proprietary
digital technology within several recognized and high volume companies with
existing infrastructure and positive operating histories. Gravitas will overlay
its proprietary and web-enabled systems on these companies, redefining their
day-to-day operations and business models by reducing costs, adding new revenue
streams and improving profits.


<PAGE>
Gravitas Digital Communications has produced a suite of software for the live
event, and professional photography markets. The software allows professional
photographers and event photographers to digitally capture images, manipulate
them to create custom packages with custom HTML marketing "Skins", then store
the images within an associated database. They can then print the digital images
instantly or send them via the Internet virus free with no attachments. All
photos taken and archived through the software can also be purchased instantly
online through an integrated e-commerce photography site, and any products
purchased are delivered within 2 days to over 128 Countries around the world.
The software enables the simultaneous capturing of text, written, or audio
information to be associated with the photographs taken. Our customers use the
software products in a wide variety of ways including, on-location event
photography, ride photography in the themed attraction and amusement industry,
and "Photos with Santa" style photo ops, and convention or trade show
photography and registration.

     c)  Industry Background

          1.     Industry Information

A recent Kodak-Roper Starch Technology Study, conducted with 155 senior US
business and technology executives at US companies revealed a high degree of
interest in info-imaging technology.

Nearly 90 per cent of those surveyed considered the sector a key growth
category, and stated they were likely to invest in info-imaging technology over
the coming five years. In addition, more than 70 per cent believed images are
essential to the growth of e-commerce, and will continue to fuel new Internet
markets.

"Most people think of pictures only as a great way to save personal memories,"
said Daniel A. Carp, Chairman, President and CEO of the Eastman Kodak Company.
"Increasingly, technology makes it possible for pictures to significantly impact
the way businesses serve their customers and make money. Through info-imaging,
we see images-moving and still-as a key driver of value, growth and
understanding."

Of those surveyed the following technologies and devices were selected for
growth over the next five years:

     - Wireless communications              97%
     - PDAs and handheld computers          94%
     - Broadband in the home                89%
     - Info-imaging                         87%
     - Streaming video on the Internet      86%

          2.     Digital Photography Market

We believe our technology has emerging applications in markets related to Ride
photography, Casino and Resort photography, cruise ship photography and
professional photography. All photographers can use our software to capture
digital photos of subjects, allow re-touching of photos, and combine them with
text, audio, written, and swiped data, and to create templates and custom HTML
marketing pieces for future marketing and e-commerce revenues.

     d)   Products and Services

The Company's solution provides end-to-end digital imaging to those photography
companies still using analog photo capture, processing and distribution systems,
as well as digital photo-only systems. The progressive combination of these
three components is delivered through Gravitas' proprietary technology.


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The solution allows for the integration of software and hardware that
facilitates the capture of images, audio, text and personal information. The
solution also offers a range of management and marketing tools, allowing the
operator to customize, monitor and manage all data and aesthetics of the
end-user experience.

The unique solution links a digital camera with a tablet PC and server, enabling
the simultaneous capture and storage of high quality photographs, email
addresses and personal data. The photographs can be printed and purchased at the
captured location or ordered online from a free, email-delivered copy.

Gravitas' proprietary technology matches the digital photograph with the
subject's email address and delivers the photo, in the form of a sponsored
"email postcard," directly into the subject's inbox - attachment and virus-free.

Digital Photography Products

The suite of services are as follows:

MemClient - Designed for live event marketing and one to one data collections.
This software application runs a direct download, , from a digital camera to a
computer. After a picture is taken, the software allows voice, written, audio,
and video messaging to accompany the photograph and allows all of the
information to be instantly uploaded to a dedicated photo/data server.

MemorEmail - Pre or post event, this application is an online internet portal
that allows subscribed clients to change the marketing message, and disseminate
e-mails to targeted lists that have been generated by the clients.

MemPOS - Gravitas has developed portable Point of Sale application for any
vertical that currently sells event photos. This POS system tracks purchases and
can be custom designed to fit with most accounting systems. This product also
allows for real time delivery, product ordering and accounting. With this
solution, a picture can be instantly purchased in many different forms (hat,
shirt, key chain etc.) and delivered directly to the consumer's home.

MemReport - This application allows for custom reporting. The client can select
the type of information they wish to collect, track, and monitor and the system
will automatically build links to facilitate these components. The system tracks
response rates, forwarding rates, opening rates and delivers a detailed
accounting of any product purchases that occur through the system.

MemPrint - Gravitas developed a custom software that allows marketers and
advertisers easy to use custom branding application for on site digital prints.

MemLink - This application links custom equipment with data and photos. When a
picture has been taken, a barcode can be scanned that has associated data. That
information will instantly develop a photo gallery on behalf of the
person/entity who's data is listed on the barcode. Recipients can retrieve their
photos by presenting their barcode at the event or at a later time by logging on
to the internet photo gallery with the barcode id.

Ride Systems - Designed for theme parks and ride systems. The software creates
themed backgrounds, logos, framing, overlays, picture in picture and 3-D effects
with absolutely no delay in the picture print time of 30 seconds.


<PAGE>
     e)  Our Strategy

Key elements of our strategy for growth include the following:

          1.     Acquire Businesses That Enhance Our Strategic Position

We may acquire additional businesses that will complement our growth strategy
and enhance our competitive position in our current markets and other markets
that utilize our core imaging technology. Our initial focus is on themed
attractions and amusement photography.

          2.     Expand into Related Applications within the Live Event Industry
                 Through Acquisition.

In addition to it's theme park business, the Company is focusing on strategic
alliances and potential acquisitions of corporations in live event photography
industry. These companies have the advantage of having memorable events
associated with the pictures or photographs being taken. The application of
leveraging these memories in combination with building strong brand
relationships adds a significant layer of revenue to these existing businesses.

     f)   Sales and Marketing

We market and sell our products through our direct sales force, as well as
through strategic alliance and reselling relationships within the photography or
live event industries. We have sales and account representatives and resellers
based in Canada, in British Columbia, Alberta, Ontario, and in the United States
in New York, Las Vegas, and Arizona. Our senior executives within the Company
also act as sales representatives for our products and services.

We also work with companies that offer complementary products, where value is
created through product integration. Through teaming arrangements we are able to
enhance our products and to expand our customer base through the relationships
and contracts of our strategic partners.

Our product itself becomes a sales channel, as every time the product is in use
at a tradeshow, event, convention, or within a Theme park, the product is being
displayed and marketed by the on-site sales force. As the product being produced
is then delivered instantly through the Internet, when the product arrives at
its destination, there is additional branding and marketing associated that
enables significant exposure of the product.

     g)   Customers

Currently our customer base is focused 100% on the live event and convention
business marketplace. Our customers for our live event digital solutions
includes domestic and foreign marketing agencies, public and private sector
companies, many of which are Fortune 500 or Fortune 1000 companies. We believe
that over the ensuing year the Company will be expanding in the area of Themed
Attractions and Amusement Park photography as well as other unique photography
marketplaces and our customer base will expand accordingly.

     h)    Competition

We are not able to identify specific competitors that are focused on the
acquisition and consolidation of current photography companies active in the
industry sectors as outlined.

While there are a number of similar and competitive technology systems and
solutions being offered in the industry sectors as outlined, Gravitas plans to
deploy its proprietary technologies and solutions within the acquired companies.

     i)  Employees

As of  December 15,  2002 and with the completion of the software development,
the Company reduced its staff to four executives. The Company also employs a
number of part time employees and technical, marketing, and financial
consultants on an as needed basis. As of December 15, 2002, there are three
board members and the Company is looking to add an additional two board members
within the second quarter of 2003.


<PAGE>
     j)  Risk Factors

  1.   We currently have limited cash resources and need additional funding to
       finance our working capital requirements during the next twelve months.

We currently require financing to fund our anticipated working capital
requirements during the next twelve months. We anticipate that our existing
resources will not be sufficient to enable us to maintain our current and
planned operations for the next twelve months and the report of our independent
accountants included with this annual report places emphasis on the uncertainty
regarding our ability to continue as a going concern. We are seeking additional
funding through public or private equity or debt financing. There can be no
assurance that additional financing will be available on acceptable terms, or at
all. If we are required to sell equity to raise additional funds, our existing
shareholders may incur substantial dilution and any shares so issued may have
rights, preferences and privileges superior to the rights, preferences and
privileges of our outstanding Common Stock. Also, we may be required to obtain
funds through arrangements with third parties that require us to relinquish
rights to certain of our technologies or products that we would seek to develop
or commercialize ourselves.

   2.  We have a history of significant recurring losses totaling approximately
       $ 5,673,329 and these losses may continue in the future.

As of December 31, 2002, we had an accumulated deficit of $5,673,329, and these
losses may continue in the future. We may need to raise capital to cover these
losses, and financing may not be available to us on favorable terms. We expect
to continue to incur significant sales and marketing, research and development,
and general and administrative expenses. As a result, we will need to generate
significant revenues to achieve profitability and may never achieve
profitability.

  3.  Our lengthy acquisition cycle may cause us to expend significant resources
      for as long as one year in anticipation of an acquisition, yet we still
      may fail to complete the acquisition.

When considering the purchase of a large event or themed attraction photography
company it may take as long as a year to evaluate the company negotiate the
terms and obtain approval for the purchase. If we fail to complete a
acquisition, we will have expended significant resources and received no revenue
in return. Generally, the Company will need to consider a tremendous amount of
due diligence on a wide range of issues before committing to purchase a company

  4.  We may fail to create new applications for our products and enter new
      market, which may affect our future success.

We believe our future success depends in part on our ability to develop and
market our technology for applications in addition to themed attraction and live
event photography. If we fail in these goals, our business strategy and ability
to generate revenues and cash flow would be significantly impaired. We intend to
expend significant resources to develop new technology, but the successful
development of new technology cannot be predicted and we cannot guarantee we
will succeed in these goals.

  5.  We do not have U.S. or foreign patent protection for any of our products,
      and a competitor may be able to replicate our technology.

Our business is based in large part on our technology, and our success depends
in part on our ability and efforts to protect our intellectual property rights.
If we do not adequately protect our intellectual property, our business may be
seriously harmed. We do not have patent protection for any of our products.

  6.  Speed to market through consolidation and acquisition will be a key factor
      in the companies ability to succeed. The advent of digital into the
      photography industry has enabled significant change and therefore
      significant opportunity. Speed to market in the area of consolidation and
      acquisition is paramount to the success of this company. The company will
      need to expand and acquire quickly requiring additional management and
      financial resources.


<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------

The Company's principal business address is located at 6320 South Sandhill Road,
Ste. 9 Las Vegas NV 89120,. Gravitas Digital Communications, the Company's
wholly owned subsidiary, has offices located at 2610-520 Pike St. Seattle,
Washington, 98101 and subleases a software development office located at 659A
Moberly Rd, Vancouver, BC Canada V5Z 4B2. As of January 31, 2003, the Company
has terminated its sublease agreement for the software development office
located in Vancouver British Columbia and is looking to expand its Las Vegas
office.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

As of February 15, 2003, there is currently 5 known material lawsuits or claims
made against the Company.

1. Steven Nickolas vs. WTAA International, Inc. (District Court Clark County,
Nevada, action # A425635, commenced October 13, 2000). Steven Nickolas a former
employee of the Company filed a complaint alleging that the Company failed to
compensate him for performance and seeks damages of 250,000 common shares. The
Company has filed a defense and counterclaim alleging that Steven Nickolas has
breached the employment and the exclusivity agreements and seeks court ordered
damages. In December 2002, an offer of settlement was made by Nickolas for $
75,000. The Company rejected his offer and countered for $5,000. The case is
still pending and is scheduled to go to court in September of 2003.

2. Sony Consumer Products Ltd vs. WTAA International, Inc. This claim was based
upon unfulfilled contracts remaining from the bottled water operations. The
claim was negotiated and settled out of court for $ 30,000. As of December 31,
2002, the remaining balance owing was $15,000. The balance owing is anticipated
to be paid off by June of 2003.

3. Universal Studios Licensing Inc. vs. WTAA International Inc. This was based
upon unfulfilled contracts remaining from the bottled water operations. The
claim was negotiated and settled out of court for $ 50,000 and 50,000 shares. A
share adjustment formula was included if the stock price was below $ 0.28per
share. As of December 31, 2002, the remaining balance owing to Universal is
50,000 shares, due to the Company's stock price falling below $ 0.28 per share.
The balance owing is anticipated to be paid off by June of 2003.

4.  Madech Financial Services Inc. vs. Memoremail Corp., Kevin Hayden, and WTAA
International, Inc. (Vancouver, BC Canada, Vancouver Registry, action #S021150)
Madech is asserting they advanced money to Memoremail that was subject to trust
conditions. There is no schedule for proceedings. Madech Financial Services Inc.
has attempted to establish settlement talks with Gravitas International Inc.,
however, upon the advice of legal council Gravitas has been advised to take the
claims to court. It is the opinion of Gravitas' counsel that the suit is
frivolous.

5. Evergreen Building Ltd. vs. Memoremail Corp et al. Evergreen Building Ltd.
was the landlord of MemorEmail Corp., and enforced a personal claim against
Kevin Hayden when Gravitas International Inc., exercised its security agreement
and acquired the assets of Memoremail Corp. for the funds it had invested. As a
part of the employment agreement between Kevin Hayden and Gravitas Digital
Communications Inc., Gravitas agreed to take responsibility for the claim. The
claim has since been settled for a total of $ 25,323. As of December 31, 3002,
the Company has a balance due of $5,000.


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

 No matters were submitted to a vote of our security holders during the fourth
quarter of the fiscal year ended December 31, 2002.


<PAGE>
                   PART II

ITEM 5.  MARKET FOR COMMON EQUITIES AND RELATED STOCKHOLDER MATTERS
-------------------------------------------------------------------

     (a) Market Price

The Company's Common Stock is presently quoted on the National Association
of Securities Dealers' Over-The-Counter Bulletin Board.

As of December 30, 2002, the Company had approximately 262 shareholders of
record of its common stock. The company has not paid cash dividends on its
common stock. The Company anticipates that for the foreseeable future any
earnings will be retained for use in its business, and no cash dividends will be
paid on the common stock. Declaration of common stock dividends will remain
within the discretion of the Company's Board of Directors and will depend upon
the Company's growth, profitability, financial condition and other relevant
factors.

The table below reflects the high and low "bid" and "ask" quotations for the
Company's Common Stock for each of the calendar years covered by this report, as
reported by the National Association of Securities Dealers Over the Counter
Bulletin Board National Quotation System. The prices reflect inter-dealer
prices, without retail mark-up, markdown or commission and do not necessarily
represent actual transactions; they also reflect the 15:1 reverse stock split.

<TABLE>
<CAPTION>
2000               High      Low
--------------------------------
<S>              <C>      <C>
1st Quarter      43.1250  7.5000
2nd Quarter      15.9375  1.6410
3rd Quarter      11.9535  2.3430
4th Quarter       8.4375  0.9375

2001                High     Low
--------------------------------
1st Quarter         0.88    0.34
2nd Quarter         0.75    0.27
3rd Quarter         0.65    0.50
4th Quarter         0.83    0.26

2002                High     Low
--------------------------------
1st Quarter         0.80    0.41
2nd Quarter         0.75    0.25
3rd Quarter         0.46    0.19
4th Quarter         0.32    0.12
</TABLE>


<PAGE>
   (b) Other.

     The securities of the Company will be considered low-priced or "designated"
securities under rules promulgated under the Securities and Exchange Act of
1934. Penny Stock Regulation and Broker-Dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain rules adopted by the
Securities and Exchange Commission. Rule 15g-9 under the Exchange Act
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks. Therefore, the Company's stock will become
subject to the penny stock rules and investors may find it more difficult to
sell their securities, should they desire to do so.

     (C) Dividends.

The payment of dividends is within the discretion of the Board of Directors
of the Company. The Company currently intends to retain all earnings, if any, in
the foreseeable future for use in the development of the Company's business. The
Company has not paid dividends since inception. It is not anticipated that any
dividends will be paid in the foreseeable future and there can be no assurance
that dividends can or will ever be paid. The payment of dividends is contingent
upon future earnings, if any, the Company's financial condition and capital
requirements, general business conditions and other factors.

     (d) Transfer Agent.

     The Transfer Agent for the Company's Common Stock is Nevada Agency and
Trust, located at 50 West Liberty St. Suite 880 Reno, Nevada 89501.

     (e) Recent Sales of Unregistered Securities

On February 22, 2001, the Company announced a 15:1 share consolidation
(otherwise known as a "reverse split"). The below securities transactions have
been accounted for post share consolidation and therefore do not represent the
amount of shares initially issued to the recipients or the share price
pre-consolidation.


<PAGE>
As of December 31, 2002, the Company has 12,485,918 restricted shares and
4,002,457 shares eligible for trade, for a combined total of 16,488,317 total
issued and outstanding.  The following is a consolidated breakdown of the share
issuances that have occurred to make up these numbers.


 Equity transactions
     Reg S
From January 1, 2000 up to and including December 31, 2002, the Company
completed numerous private placements under Regulation S whereby it issued an
aggregate of 10,597,335 restricted shares of the Company's Common stock in
exchange for $ 2,325,148, which proceeds were used to fund the Company's
immediate working capital needs.

     Reg D 504
From January 1, 2000 up to and including December 31, 2002, the Company
completed numerous private placements under Regulation d 504 whereby it issued
an aggregate of 3,600,000 restricted shares of the Company's Common stock in
exchange for $ 360,000 which proceeds were used to fund the Company's immediate
working capital needs.

     Reg S  Exercised Options
From January 1, 2000 up to and including December 31, 2002, there was 500,000
options that were exercised by a consultant to the Company at an exercise price
of $0.50 per share.



Shares for Compensation.

     Reg D 504
From January 1, 2000 up to and including December 31, 2002, the Company
completed two transactions under Regulation d 504 whereby it issued an aggregate
of 200,000 restricted shares of the Company's Common stock in exchange for the
services rendered by the Company's directors and 500,000 restricted shares of
the Company's Common stock in exchange for the acquisition of EMSI.




ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF
-------------------------------------------------------------------------------
OPERATIONS
----------


The  following  discussion  and  analysis  of  the results of operations and the
Company's  financial  position  should  be  read in conjunction with the audited
consolidated  financial  statements  and  accompanying  notes.

OVERVIEW

During 2001, the Company discontinued its bottled water business and embarked on
the development of proprietary software and technology solutions in the digital
photography business.

The Company has incurred recurring losses from operations and has a total
accumulated stockholders' deficit of $5,673,329 as of December 31, 2002.  The
continued operation of the Company will require a commitment of substantial
cash.

During 2002, the Company spent in excess of $135,000 on research and the
development of proprietary software and technology solutions that enhance the
value of existing photography businesses by adding the additional revenue
associated with internet marketing, product sales, data management, and
e-commerce.  Gravitas provides a digital imaging solution to a number of guest
or visitor-based industry sectors that typically operate with legacy/analog or
photo-only digital systems.


<PAGE>
The Company is in the process of identifying and negotiating strategic
acquisitions to deploy its unique and proprietary digital technology within
several recognized and high volume companies with existing infrastructure and
positive operating histories.  Gravitas will overlay its proprietary and
web-enabled systems on these companies, redefining their day-to-day operations
and business models by reducing costs, adding new revenue streams and improving
profits.

The Company will need to raise substantial additional capital to fund its
operations and planned acquisitions.  The Company will seek such additional
funds through public or private equity or debt financing.  The Company has no
lines of credit available at this time.  There can be no assurance that such
additional funding will be available on acceptable terms, if at all.  The
Company's continued existence as a going concern is ultimately dependent upon
its ability to secure additional funding for the success of its future
operations.

OPERATIONS

For the year ended December 31, 2002, the Company had a net loss of $1,587,454
or $0.10 per share compared with a loss of $1,980,176 or $0.18 per share in 2001
and $1,361,851 or $1.62 per share in 2000.  The loss in 2002 was comprised
primarily of general and administrative expenses and research and development
expense in connection with new digital photography technology. The loss in 2001
was comprised primarily of general and administrative expenses and various
write-offs of deposits, licensing and notes relating to the discontinued bottled
water business. The loss in 2001 and a portion of the loss in 2002 related to
the discontinued bottled water business. The balance of the loss in 2002
represented the additional administrative and organizational expenses in
connection with establishing the new digital photography business.

Revenue for the year ended December 31, 2002 was $55,528 compared with $12,047
in 2001 and $34,821 in 2000.  Revenue in 2002 represented initial contract
revenue from the digital technology the Company had developed during the year
and was earned during the last six months of 2002.  Revenue in 2001 represented
miscellaneous rental income. Revenue in 2000 represented leasing fees from the
discontinued bottled water business.

Cost of sales for the year ended December 31, 2002 was $111,663 compared with $0
in 2001 and $48,185 in 2000.  Cost of sales in 2002 exceeded revenues due to
aggressive discounting on the Company's digital photography services in order to
achieve initial sales from the new technology. Cost of sales in 2000 represented
expenses associated with earning the license fee revenues. There was no cost of
sales in 2001 because the company had no operating revenue due to a change of
business from the bottled water industry.

General selling and administrative expense for the year ended December 31, 2002
was $1,185,620 compared with $1,217,404 in 2001 and $504,391 in 2000. Included
in general, selling and administrative expense in 2002 was $161,003 for
operating expenses, $240,000 for financial advisory services, and $120,000 for
investor relation's services charged by a related party.  Included in general
selling and administrative expense in 2001 was $432,000 for operating expenses
and, and $445,000 for investor relationship services charged by a related party.
The balance of general selling and administrative expense in 2002, 2001, and
2000 years was comprised of wages, professional fees, rent and office supplies
and services. The decrease in general and administrative expense for the year
ended December 31 2002, was due to a less administrative expenses associated
with consulting.  In November 2002, the Company laid off most of its work force
due to financial restraints and the fact that the development phase of the
Company's software had drawn to a close.

Research and development expense for the year ended December 31, 2002 was
$135,721 compared with $0 in 2001 and $0 in 2000.  Research and development
expense was comprised mainly of administrative overhead and rent allocated to
software development activities to produce a suite of software for the live
event, and professional photography markets.   In addition, $135,181 of direct
wages, benefits and consulting fees in connection with the proprietary software
was capitalized during the year.  The software allows professional photographers
and event photographers to digitally capture images, manipulate them to create a
custom packages with custom HTML marketing "Skins", then store the images within
an associated database. They can then print the digital images themselves or
send them via the Internet virus free with no attachments. All photos taken and
archived through the software can also be purchased instantly online through an
integrated e-commerce photography site, and any products purchased are delivered


<PAGE>
within 2 days to over 128 Countries around the world.   The software enables the
simultaneous capturing of text, written, or audio information to be associated
with the photographs taken. Our customers use the software products in a wide
variety of ways including, on-location event photography, ride photography in
the themed attraction and amusement industry, and "Photos with Santa" style
photo ops. In 2001 research and development expense was comprised mainly of
administrative overhead, rent and wages during the pre-technical feasibility
stage. In 2001, the Company wrote off research and development costs in the
amount of $ 77,653, which was purchased in the EMSI acquisition.

Depreciation for the year ended December 31, 2002 was $51,048 compared with
$7,057 in 2001.  The increase in 2002 was due to a higher investment in capital
assets, primarily computer equipment and software.   Amortization of capitalized
software costs for the year ended December 31, 2002 was $19,267 compared with $0
in 2001.  Amortization of capitalized software cost is computed on a three-year
straight-line basis and began September 15, 2002 upon the commercial launch of
the software products.

LIQUIDITY AND CAPITAL RESOURCES

Cash from operations:
Negative cash flow from operations excluding changes in operating assets and
liabilities was $1,075,199 for the year ended December 31, 2002 compared with
$1,207,428 in 2001 and $883,022 in 2000.  The improvement in 2002 compared with
2001 was primarily due to a decrease in the cash component of general and
administrative expenses offset by an increase in research and development
expense. The increase in negative cashflow in operations in 2001 compared with
2000 was due to increased administrative overhead.

INVESTING ACTIVITIES:
Investment in capital assets for the year ended December 31, 2002 was $104,880
compared with $0 in 2001 and $0 in 2000.  The increase in 2002 was due to the
purchase of computer equipment and related software necessary to develop the
Company's digital photography technology. Investment activities in 2001 amounted
to $286,883 and represented the write-off of acquisition deposits and a loss on
the sale of notes receivable, all in connection with the Company's discontinued
bottled water business. Investing activities in 2000 represented a $45,000
acquisition deposit.

Investment in capitalized software costs during the year ended December 31, 2002
was $135,181 compared with $0 in 2001 and 2000.  The amounts capitalized in 2002
represent wages and consulting fees directly related to the development of the
Company's proprietary software subsequent to establishing technical feasibility.

FINANCING ACTIVITIES:
During the year ended December 31, 2002, the Company raised $486,000 from the
issuance of common stock and the exercise of stock options compared with
$1,301,000 in 2001 and $ 780,000 in 2000.  In addition, a related party advanced
funds in the amount of $314,961 on a non-interst bearing basis.

Cash resources and liquidity:

The Company had a working capital deficiency of $1,278,895 at December 31, 2002
compared with $301,475 at December 31, 2001.  The deterioration in working
capital was primarily due to an increase in accounts payable, related party
payable and advances from a related party.  These financial statements do not
reflect adjustments in the carrying value of the assets and liabilities, income
statements items and balance sheet classifications that would be necessary if
the going concern assumption were not appropriate.

Working capital requirements and funds required to consummate certain targeted
acquisitions in order to carry out the Company's expansion business plan are
estimated to be in excess of $3,500,000.  The Company's ability to continue as a
going concern is dependent on its ability to obtain debt or equity financing for
its working capital and investing requirements.

Management is in discussions with Jupiter Capital Ventures Inc., a related party
and major creditor to the Company, on raising the capital necessary to fulfill
on the business objectives of acquisition and consolidation. As of March 2003,
Jupiter Capital Ventures Inc. has reported that it is in final negotiations with
two third party investment groups to fund the first two acquisitions that the
Company has identified. While there can be no assurance that such discussions
will conclude successfully, management feels confident in Jupiter Capital's
ability to perform.

<PAGE>
Risks and Uncertainties:
The digital photography industry is becoming more competitive in all its phases.
The Company competes with many other companies who have greater financial
resources and experience.  The demand for the Company's services is dependent on
the financial health of the retail sector and cannot be controlled.  There is no
certainty that the monies spent on research and development will result in
commercially viable products or services.

The Company has limited financial resources, no sources of operating cash flow
and no assurances that sufficient funding, including adequate financing, will be
available to conduct further research and development or the consummation of
certain acquisitions.  Failure to obtain additional financing could result in
the demise of the business.
Outlook:

In March 2003, the board of directors of Gravitas International Inc. welcomed
Robin Lecky as the new President and Chief Executive Officer and Edward Shapero
of, New York, as the new Chief Financial Officer. Robin Lecky and Edward Shapero
have extensive background in the area of mergers and acquisitions as well as a
number of influential contacts within the entertainment and advertising
industry. They join Vance Campbell, Chief Operating Officer and Director.

The Company has identified a number of acquisition targets focused on the
consolidation of leading photography companies currently operating in the theme
park/attraction, destination, resort/casino, cruise ship and mass attendance
event industries worldwide. The Company has developed proprietary software and
technology solutions that enhance the value of existing photography businesses
by adding the additional revenue associated with internet marketing, product
sales, data management, and e-commerce.

Gravitas provides a digital imaging solution to a number of guest or
visitor-based industry sectors that typically operate with legacy/analog or
photo-only digital systems. Gravitas has captured strategic ground positioning
the company, via acquisition, to deploy its unique and proprietary digital
technology within several recognized and high volume companies with existing
infrastructure and positive operating histories. Gravitas will overlay its
proprietary and web-enabled systems on these companies, redefining their
day-to-day operations and business models by reducing costs, adding new revenue
streams and improving profits.

Gravitas' marketing and growth strategy the execution through strategic
acquisitionsthat will greatly expand the Company's brand and the deployment of
its unique technology and solution. Additionally, and in conjunction with a
widely recognized Strategic Partner, the company is developing a unique
photo/email/database business and operational model for the public institution
market (aquaria, zoos, science centers and artistic/educational attractions).
Marketing and growth opportunities will also be generated through selected
licensing agreements. Where appropriate, email postcards, digital images,
fulfillment prints and equipment will feature "Powered-by-Gravitas" Gravitas
branding.

Primary revenues will be derived from strategic and profit acquisitions and
domestic and international licensing of the Gravitas solution.  Secondary
revenues will be derived from database management, third party marketing
opportunities (email sponsorship), royalties from third-party sale of
merchandise, e-commerce fulfillment and creative fees.

Based on Gravitas' consolidation business and growth model, revenue estimates
are significantly influenced by the timing and size of completed acquisitions.
For the fiscal year ending December 31, 2003, subject to the Company's ability
to obtain debt or equity financing, the company expects to have completed the
acquisition of two US-based companies currently operating in the targeted
industries outlined previously. Gravitas is now in active discussions and
negotiations with a number of potential acquisition candidates. In each case the
candidate companies are widely known and considered leaders in their respective
spheres of activity. Each company would be ranked by revenue size in the top
three in their fields.


<PAGE>
ITEM 7. FINANCIAL STATEMENTS
----------------------------

The financial statements and supplementary data to be provided pursuant to this
Item 8 are included under Item 14 of this report.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
------------------------------------------------------

Since January 15, 2001, there have been no changes in and disagreement with
accountants.


PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
---------------------------------------------------------------------

The following table identifies the Company's directors, executive officers and
certain other key employees as of February 28, 2003. Directors are elected at
the Company's annual meeting of stockholders and hold office until their
successor are elected and qualified. Larry Shaben was elected to the board in
February of 2001 and remains as the Chairman and Director of the Company.  In
August of 2001 Vance Campbell was appointed by the board to act as a director.
The third board member of the Company is Dr. Jamie Weinstein, who has been a
director and member of the board since of 2000. The Company's officers are
appointed by the Board of Directors and serve at the pleasure of the Board. The
date of the Company's 2002 Annual General Meeting of Stockholders has not yet
been set.


         Name               Position(s) Held    Term as Director Expires
--------------------        ----------------    ------------------------

Larry Shaben                   Chairman                  2003
Dr. C.J. Weinstein             Director                  2003
Colin Vance Campbell           Director                  2003

The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until there successors have been duly elected
and qualified. Officers of the Company serve at the will of the Board of
Directors. There is no family relationship between any executive officer and
director of the company.

Mr. Shaben is also a member of the audit committee, along with Mr. Frank
Phillet, and Mr. Graham Douglas.

As of March 2003 the board of directors announced the appointment of a new
President and Chief Executive Officer as well as a new Chief Financial Officer.
Mr. Robin Lecky of Vancouver British Columbia, and Mr. Edward Shapero, of New
York, have joined the Executive team. Robin Lecky will replace James Riley as
the President and CEO of Gravitas International. Edward Shapero has accepted the
position of Chief Financial Officer.


<PAGE>
Robin Lecky, CEO - Mr. Lecky has been involved in major project and
event-related management, marketing, media and film production work in the US,
Canada and abroad. Projects and events have included World Expositions in
Canada, Australia, the US and Spain, the 1988 Olympic Winter Games, plus a
number of leading international corporations. Themed attraction projects have
included the American Museum of Natural History, the Smithsonian Institution,
Gettysburg National Park and the Museum of Man, as well as theme parks in
Singapore and Korea. He was founder of Simons Palmer & Lecky Advertising (now
Palmer Jarvis DDB) and Creative House Productions.

Edward Shapero, Chief Financial Officer - Mr. Shapero is a New York-based
Chartered Accountant with over 20 years experience as a financial executive in
Europe, Canada and the US, specializing in the entertainment industry. He has
served as Chairman of SpotTaxi, now part of FastChannel Network, and New
York-based Theatre.Com, which was acquired by Broadway Television Network. He
was co-founder and CFO of Workin' Man Films Inc. and has worked in various
capacities with Los Angeles-based financial services company, Shareholder
Capital. He has also acted as senior consultant to Coopers & Lybrand (Canada),
specializing in financial and management turnarounds.

Vance Cambell, Chief Operations Officer and Director- rounds out the executive
team. Mr. Campbell is a well-known businessman, entrepreneur, and community
leader with a reputation for innovative, cutting-edge, and winning initiatives.
For over 30 years, Mr. Campbell has owned and operated venues within the
hospitality industry and has been involved in financing and operations for
several projects throughout British Columbia and Alberta. Mr. Campbell is
actively involved with the business community, as co-founder and Chair of
BARWATCH, Vice President of the British Columbia Cabaret Owners Association, and
the Theatre Row Business Association. He also has served the industry as an
active member of the following committees: Vancouver Downtown South
Redevelopment Commission, Hospitality Industry Liquor Licensing Advisory
Committee, (HILLAC), The Hospitality Industry Standing Committee on Indoor Air
Quality, Surich Commission on Liquor Licensing Reform, Coalition of Hospitality
Organizations, and The Vogue Restoration Society.


Business Experience:

Larry Shaben
Mr. Shaben is an Alberta businessman with extensive business interests and
networks throughout Alberta and experience in the areas of retail and wholesale
marketing. Mr. Shaben is the President of Shaben World Enterprises Ltd., which
provides consulting services to the retail and distribution industries. Mr.
Shaben also serves on several private boards as a director, including Lawrence
Developments Ltd. and ProFlex Pipe Corporation, and has served as a director of
the public companies Canadian Utilities Ltd. and Diversity Corporation.

Mr. Shaben served as a cabinet minister in the Alberta Government from 1986 to
1989. Mr. Shaben served as Minister of Economic Development and Trade and was a
member of the Treasury Board and the Priorities, Finance and Co-Ordination
Committees. He was also chairman of the Task Force on the Co-ordination of
Economic Diversification and Trade and a member of the Task Force on
International Trade Negotiations. From 1982 to 1986 Mr. Shaben served as
Minister of Housing with the Government of Alberta and was the Chairman of the
Economic Planning & Resource Development Cabinet Committee. From 1979 to 1982
Mr. Shaben served as Minister of Utilities and Telephones with the Government of
Alberta.

Mr. Shaben attended the University of Alberta.


<PAGE>
Dr. C.J. Weinstein
Dr. C. J. Weinstein, Director is a researcher and social psychologist active in
the private and public sector. Dr. Weinstein is an Executive Director and board
Member of the Monterey Center for Contemporary Medicine, a holistic medical
provider group. He is also President and Founder of Innerquest, a consulting
firm in business management and training for industry. He is Consulting Rabbi
for Congregational Bnai Torah in Monterey, California. Dr. Weinstein is past
President of the Image Institute of Santa Monica.

Dr. Weinstein graduated with honors from the School of Education at the
University of Buffalo, continued graduate work at Wayne University, Detroit,
Michigan and the Graduate School of Sociology at the University of Southern
California. He holds a Master's degree in Theology and a Doctorate in Social
Psychology. Dr. Weinstein lectures at the University of Southern California and
the University of California at Los Angeles.

Colin Vance Campbell
Mr. Campbell is a well-known businessman, entrepreneur, and community leader
with a reputation for innovative, cutting-edge, and winning initiatives. For
over 30 years, Mr. Campbell has owned and operated venues within the hospitality
industry and has been involved in financing and operations for several projects
throughout BC and Alberta. Mr. Campbell is actively involved with the business
community, as co-founder and Chair of BARWATCH, Vice President of the British
Columbia Cabaret Owners Association, and the Theatre Row Business Association.
He also has served the industry as an active member of the following committees:
Vancouver Downtown South Redevelopment Commission, Hospitality Industry Liquor
Licensing Advisory Committee, (HILLAC), The Hospitality Industry Standing
Committee on Indoor Air Quality, Surich Commission on Liquor Licensing Reform,
Coalition of Hospitality Organizations, and The Vogue Restoration Society.


ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

The following table summarizes the compensation for the Company's President and
Chief Executive Officer and other directors and officers who received annual
compensation in excess of $100,000 during the fiscal years ended December 31,
2002, 2001 and 2000:

<TABLE>
<CAPTION>

                           Annual Compensation                 Long-term Compensation
                   Year  Salary   Bonus      Other        Securities    Restricted    LTIP
                                            Annual      under options/   Shares or   Payouts
                                         Compensation       SAR's       Restricted
                                                           Granted      Share Units
<S>                <C>   <C>      <C>    <C>            <C>             <C>          <C>
James Riley [1]    2002        -      -  $      14,409               -            -        -
President and CEO

Kevin Hayden [2]   2002  $45,391      -              -               -            -        -
President          2001  $56,700      -              -               -            -        -
<FN>

[1] President and CEO, September-December, 2002

[2]  President, January 2001-August 2002
</TABLE>


<PAGE>
     (1) In January 1999, the Board authorized the sale of Series A preferred
stock to two of the company's directors for $3,000. At the option of the holder,
the preferred stock was convertible through January 31, 2004, into ten shares of
common stock for each one share of preferred stock. In December 2000, the
stockholders elected to convert all of their preferred shares into the Company's
common stock. As a result of this conversion, the Company was obliged to issue
200,000 common stock shares (post split). Subsequently it was determined that
the preferred shares had not been properly designated in the articles of
incorporation and filed with the State of Florida. Therefore, these preferred
shares were presented as subscribed in the accompanying financial statements. On
April 25, 2001, the Board of Directors authorized 200,000 common shares be
issued in full settlement of this obligation.

<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR Ended December 31, 2002.
Individual Grants

                            % of Total
                           Options/SARs
                       Number of Securities         Granted to
                      Underlying Options/SARs  Employees in Fiscal    Exercise or Base   Expiration
Name                          Granted                  Year             Price ($/Sh)        Date
<S>                   <C>                      <C>                   <C>                 <C>
D.Forbes Investments                  500,360                   82%  $             0.50   Exercised
David Strebinger                      100,000                   18%  $             0.50   4/19/2005
Options Cancelled
Christine Wilson                       15,000                                             Cancelled
Michael Schwarz                       125,000                                             Cancelled
Marco Babini                          250,000                                             Cancelled
</TABLE>



AGGREGATE OPPTIONOPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
                                                  Number of
                                                  Securities        Value of
                                                  Underlying        Unexercised In
                                                  Unexercised       the Money
                                                  Options/SARs at   Options/SARs
                                                  FY-year end ($)   at FY-year end
                          Shares acquired on      Exercisable       ($) Exercisable
Name                    Exercise Value Realized   /Unexercisable    /Unexercisable
<S>                     <C>                       <C>               <C>
D.Forbes Investments      500,000      $      -              360                 NA
David Strebinger                -      $      -          110,000           1/0/1900
</TABLE>


All options are subject to an S8 filed on September 20,2001. Which entitles
the holder of the options to exercise their options with no trading restrictions
subject to the affiliate rules.

Future compensation of Officers will be determined by the Board of Directors
based upon the financial condition and performance of the Company, the financial
requirements of the Company, and upon the individual performance of each
Officer. The Board of Directors intends to ensure that the salaries paid to the
Company's officers and employees are reasonable and prudent and are based upon
the performance of individual Officers and employees.


<PAGE>
The company has elected to provide certain indemnification provisions to
Officer and Directors with respect to actions or omissions in their duties.

Compliance Issues

Mr. Wm. R. McKay a former director/CEO filed his Forms 3, 4 and 5 on September
19, 2001. The Form Three was required due to the Company becoming a reporting
issuer.

Mr. Randy Larson, the former CFO, President and a Director, filed his Forms 3
and 4 on February 26, 2001. These Forms was due on May 21, 2000. The Form Three
was required due to the Company becoming a reporting issuer.

Robert Mueller, a former Director filed his Form 3 on February 26, 2001. This
form was due on May 21, 2001. The Form Three was required due to the Company
becoming a reporting issuer.

Dr. C.J. Weinstein, a Director filed his Form 3, 4 and 5 on September 19, 2001.
The Form Three was required due to the Company becoming a reporting issuer.

RELATED PARTIES

In January 2001, the Company entered into an agreement with Jupiter Capital
Ventures to reimburse Jupiter Capital Ventures for operating expenses such as
rent, communications and business services, which were incurred on behalf of the
Company. Such expenses are billed to the Company on a monthly basis. The
Company's employs Jupiter Capital Ventures Inc. on a consulting basis for
Financial and business related services. The former Chairman and CEO has
controlling interest in Jupiter Capital Ventures Inc.

There is an agreement between Jupiter Capital Ventures and the Company to
reimburse Jupiter Capital Ventures for operating expenses such as rent,
communications and business services, and to pay Jupiter Capital a monthly fee
for services rendered. Jupiter provides corporate finance, corporate
development, and fundraising services as well as public market management
services for its fee of $20,000 per month.

The Company shares a receptionist, and utilizes the corporate secretarial
services of Jupiter Capital.

In January 2002, Gravitas International Inc. entered into an agreement with
Jupiter Financial Services to provide the Company with investor relations and
corporate communications services. The Company pays Jupiter Financial Services $
10,000 per month as per this agreement.


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

   a)  Security Ownership of Certain Beneficial Owners.

   The following table sets forth the security and beneficial ownership
   interest for each class of equity securities known by the Company to have
   more than five (5%) percent of the voting securities.

Title of  Name and address              Amount and nature     Percentage
Class     of beneficial                 of beneficial         of Class (2)
          Owner                         ownership (1)

Common    Pioneer Investment Holdings.          3,730,880           23.16%
          National Cardiac Center
          S Parman Kar #87
          Slipi, Jakarta
          Indonesia


<PAGE>
   (1) Under Rule 13(d) of the Exchange Act, shares not outstanding but
     subject to options, warrants, rights or conversion privileges pursuant
     to which such shares may be acquired in the next 60 days are deemed to
     be outstanding for the purpose of computing the percentage of
     outstanding shares owned by persons have such rights, but are not
     deemed outstanding for the purpose of computing the percentage for any
     other person.

   (2) As of  February 28, 2002, there were 16,488,375 common shares
     outstanding. Unless otherwise noted, the security ownership disclosed
     is of record and beneficial.

   b)  Security Ownership of Management.

   The following table sets forth certain information with respect to the
   beneficial ownership of each officer and director, and of all directors and
   executive officers as a group as of February 28, 2002.

Title of  Name and address           Amount and nature     Percentage
Class     of beneficial              of beneficial         of Class
          Owner                      ownership (1)

Common    Weinstein, Dr. CJ                    106,667          0.66%
          P.O. Box 115
          1 Big Sur, CA  93920

Common    Shaben, Larry                         42,690          0.27%
          207 Solar Court
          10350 124th Street
          Edmonton, Alberta T5N 3V9


There are no arrangements that may result in change in control of the company.


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


In January 2001, the Company entered into an agreement with Jupiter Capital
Ventures to reimburse Jupiter Capital Ventures for operating expenses such as
rent, communications and business services, which were incurred on behalf of the
Company.  Jupiter Capital Ventures is owned and operated by the Company's former
chairman and chief executive officer.  Jupiter Capital Ventures invoices
Gravitas monthly for the costs it expends on its behalf. Gravitas has on
occasion advanced these funds in anticipation that they will be used up for the
operating expenses. The Company accrued  $240,000 for corporate finance fees and
$161,003 for administrative fees paid by and owing to Jupiter Capital Ventures
during the year ended December 31, 2002. In addition, Jupiter Capital advanced
funds of $163,110 to the Company for disbursements made on the Company's behalf.


<PAGE>
There is an agreement between Jupiter Capital Ventures and the Company to
reimburse Jupiter Capital Ventures for operating expenses, such as rent,
communications and business services, and to pay Jupiter Capital a monthly fee
for services rendered. Jupiter provides corporate finance, corporate
development, and fundraising services as well as public market management
services for its fee of $20,000 per month.

In addition, Gravitas International, Inc. entered into an agreement with Jupiter
Financial Services for investor relations and corporate communications services.
This agreement has monthly service fees of $10,000.

In November 2001, the Company entered into a verbal sublease agreement with
Jupiter Capital Ventures to sublease an office space for its subsidiary,
Gravitas Digital Communications.  Under the sublease arrangement monthly
payments of approximately $2,700 are remitted directly to the landlord.  There
is no formal expiration date on the sublease arrangement

Please see Items 1 and 10 with respect to issuances of securities for services
rendered by employees and directors and issuances of securities to directors in
exchange for subscriptions for preferred shares.

PART F/S

Financial Statements

Attached hereto and filed as part of this 10-KSB are the consolidated financial
statements.



                                 C O N T E N T S



                                                      Page


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS     3


CONSOLIDATED FINANCIAL STATEMENTS

     BALANCE SHEETS                                    4

     STATEMENTS OF OPERATIONS                          5

     STATEMENT OF STOCKHOLDERS' DEFICIT                6

     STATEMENTS OF CASH FLOWS                          7

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        8



<PAGE>


               Report of Independent Certified Public Accountants
               --------------------------------------------------


Board of Directors
Gravitas International, Inc.

We have audited the accompanying consolidated balance sheets of Gravitas
International, Inc. and its subsidiary (the Company) as of December 31, 2002 and
2001, and the related consolidated statements of operations, stockholders'
deficit, and cash flows for the years then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 consolidated financial position of Gravitas
International, Inc. and its subsidiary, as of December 31, 2002 and 2001, and
the consolidated results of their operations and their consolidated cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the accompanying
financial statements, the Company has incurred a net loss of $1,587,454 for the
year ended December 31, 2002 and, as of that date, its total liabilities
exceeded its total assets by $1,000,883.  These factors, among others, as
discussed in note B, raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regard to these matters are
also described in note B.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ GRANT THORNTON LLP

Seattle, Washington
April 10, 2003


                                        3
<PAGE>
<TABLE>
<CAPTION>
                            Gravitas International, Inc. and Subsidiary

                                          BALANCE SHEETS

                                           December 31,



                                              ASSETS


                                                                            2002          2001
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
CURRENT ASSETS
  Cash                                                                  $       105   $    38,508
  Accounts receivable - trade                                                 1,688        19,083
  Advances to related party                                                       -        81,385
  Prepaid expenses and other current assets                                  21,306        21,194
                                                                        ------------  ------------

    Total current assets                                                     23,099       160,170

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $57,365 and
  $7,057, respectively                                                      143,143        89,311

CAPITALIZED SOFTWARE COSTS, net of accumulated amortization of $19,267
  and $0, respectively                                                      134,869        18,955
                                                                        ------------  ------------

    Total assets                                                        $   301,111   $   268,436
                                                                        ============  ============

                               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                                      $   354,193   $   165,536
  Accrued liabilities                                                        92,371        24,759
  Royalty and license fees payable                                          135,000       270,000
  Related party payable                                                     405,469         1,350
  Advances from related party                                               314,961             -
                                                                        ------------  ------------

    Total current liabilities                                             1,301,994       461,645

COMMITMENTS AND CONTINGENCIES                                                     -             -

STOCKHOLDERS' DEFICIT
  Common stock - $.001 par value; 50,000,000 shares authorized               16,482        15,022
  Common stock subscribed                                                         -       330,000
  Additional paid-in capital                                              4,667,972     3,547,644
  Other comprehensive income                                                (12,008)            -
  Accumulated deficit                                                    (5,673,329)   (4,085,875)
                                                                        ------------  ------------

    Total stockholders' deficit                                          (1,000,883)     (193,209)
                                                                        ------------  ------------

    Total liabilities and stockholders' deficit                         $   301,111   $   268,436
                                                                        ============  ============
</TABLE>



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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                   Gravitas International, Inc. and Subsidiary

                            STATEMENTS OF OPERATIONS

                            Years ended December 31,


                                                    2002         2001
                                                 -----------  -----------
<S>                                              <C>          <C>
REVENUE
  Product revenue                                $   55,528   $        -
  Rental revenue                                          -       12,047
    Total revenues                                   55,528       12,047
                                                 -----------  -----------

COST OF REVENUE                                     111,663            -
                                                 -----------  -----------

GROSS (LOSS) PROFIT                                 (56,135)      12,047

OPERATING EXPENSES
  General, selling and administrative expenses    1,185,620    1,217,404
  In-process research and development                     -       77,653
  Research and development                          135,721            -
  Write off of notes receivable                     201,152            -
  Depreciation and amortization                      70,315        7,057
  Royalty and license fees                            1,488       55,000
  Write off acquisition deposits                          -      412,672
  Loss on sale of notes receivable                        -      109,118
  Write off of prepaid licenses                           -      103,753
  Inventory write off                                     -       15,226
                                                 -----------  -----------

    Total operating expenses                      1,594,296    1,997,883
                                                 -----------  -----------
OPERATING LOSS                                    1,650,431    1,985,836

OTHER INCOME (EXPENSES)
  Gain on settlement of license payable              65,000            -
  Interest                                           (2,023)      (4,455)
  Other, net                                              -       10,115
                                                 -----------  -----------

    Total other income                               62,977        5,660
                                                 -----------  -----------
NET LOSS                                         $1,587,454   $1,980,176
                                                 ===========  ===========

LOSS PER COMMON SHARE - BASIC AND DILUTED        $     0.10   $     0.18
                                                 ===========  ===========
</TABLE>


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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                       Gravitas International, Inc. and Subsidiary

                                           STATEMENT OF STOCKHOLDERS' DEFICIT

                                         Years ended December 31, 2002 and 2001


                                                 Preferred stock subscribed      Common stock     Common stock subscribed
                                                 --------------------------  --------------------  ---------------------
                                                    Shares        Amount        Shares    Amount    Shares      Amount
                                                 ------------  -------------  ----------  -------  ---------  ----------
<S>                                              <C>           <C>            <C>         <C>      <C>        <C>
Balance at January 1, 2001                           300,000   $      3,000      924,024  $   918   486,111   $ 630,194

Sale of common stock for cash                              -              -   13,010,000   13,010         -           -

Issuance of common stock through preferred
   stock conversion                                 (300,000)        (3,000)     200,000      200         -           -

Issuance of common stock previously subscribed             -              -      394,444      394  (394,444)   (300,194)

Common stock options issued for services                   -              -            -        -         -           -

Common stock and warrants issued in acquisition            -              -      500,000      500         -           -

Net loss for year ended December 31, 2001                  -              -            -        -         -           -
                                                 ------------  -------------  ----------  -------  ---------  ----------

Balance at December 31, 2001                               -              -   15,028,468   15,022    91,667     330,000

Sale of common stock for cash                              -              -      868,182      868         -           -

Exercise of stock options                                  -              -      500,000      500         -           -

Common stock options issued for services                   -              -            -        -         -           -

Issuance of common stock previously subscribed             -              -       91,667       92   (91,667)   (330,000)

Net loss for year ended December 31, 2002                  -              -            -        -         -           -
                                                 ------------  -------------  ----------  -------  ---------  ----------

Other comprehensive loss:  Currency translation
  adjustment                                               -              -            -        -         -           -

Balance at December 31, 2002                               -   $          -   16,488,317  $16,482         -   $       -
                                                 ============  =============  ==========  =======  =========  ==========

Comprehensive net loss for year ended
  December 31, 2002

                                                  Additional        Other
                                                   paid-in      comprehensive    Accumulated
                                                   capital          income         deficit        Total
                                                 ------------  ---------------  --------------  ------------
<S>                                              <C>           <C>              <C>             <C>
Balance at January 1, 2001                       $  1,725,285  $            -   $  (2,105,699)  $   253,698

Sale of common stock for cash                       1,287,990               -               -     1,301,000

Issuance of common stock through preferred
   stock conversion                                     2,800               -               -             -

Issuance of common stock previously subscribed        299,800               -               -             -

Common stock options issued for services               47,269               -               -        47,269

Common stock and warrants issued in acquisition       184,500               -               -       185,000

Net loss for year ended December 31, 2001                   -               -      (1,980,176)   (1,980,176)
                                                 ------------  ---------------  --------------  ------------

Balance at December 31, 2001                        3,547,644               -      (4,085,875)     (193,209)

Sale of common stock for cash                         235,132               -               -       236,000

Exercise of stock options                             249,500               -               -       250,000

Common stock options issued for services              305,788               -               -       305,788

Issuance of common stock previously subscribed        329,908               -               -             -

Net loss for year ended December 31, 2002                   -               -      (1,587,454)   (1,587,454)
                                                 ------------  ---------------  --------------  ------------

Other comprehensive loss:  Currency translation
  adjustment                                                -         (12,008)              -       (12,008)

Balance at December 31, 2002                     $  4,667,972                   $  (5,673,329)  $(1,000,883)
                                                 ============                   ==============  ============

Comprehensive net loss for year ended
  December 31, 2002                                            $      (12,008)
                                                               ===============
</TABLE>


The accompanying notes are an integral part of this financial statement.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                         Gravitas International, Inc. and Subsidiary

                                  STATEMENTS OF CASH FLOWS

                                  Years ended December 31,


                                                                     2002          2001
                                                                 ------------  ------------
<S>                                                              <C>           <C>
 Increase (Decrease) in Cash
 Cash flows from operating activities
   Net loss                                                      $(1,587,454)  $(1,980,176)
   Adjustments to reconcile net loss to
    net cash used in operating activities
     Depreciation and amortization                                    70,315         7,057
     Write off of notes receivable                                   201,152             -
     Gain on settlement of license payable                           (65,000)            -
     Write off acquisition deposits                                        -       412,672
     Impairment write off                                                  -        77,653
     Loss on sale of notes receivable                                      -       109,118
     Write off of prepaid licenses                                         -       103,753
     Write off of inventory                                                -        15,226
     Stock options issued for services                               305,788        47,269
     Changes in assets and liabilities
       Accounts receivable                                            17,395       (12,386)
       Inventories                                                         -         6,178
       Prepaid expenses and other current assets                        (112)      (63,621)
       Prepaid royalties                                                   -         3,773
       Accounts payables                                             188,657        43,652
       Royalty and license fees payable and accrued liabilities       (2,388)       51,524
       Related party payables                                        485,504             -
                                                                 ------------  ------------

         Net cash used in operating activities                      (386,143)   (1,178,308)
                                                                 ------------  ------------

 Cash flows from investing activities
   Acquisition deposits                                                    -      (181,000)
   Principal payments on notes receivable                                  -        44,117
   Notes receivable advances                                        (201,152)     (500,000)
   Proceeds from sale of notes receivable                                  -       350,000
   Borrowings from shareholder                                             -       600,000
   Principal payments on borrowings from shareholder                       -      (600,000)
   Purchase of capital assets                                       (104,880)            -
   Capitalized software expenditures                                (135,181)            -
                                                                 ------------  ------------

         Net cash used in investing activities                      (441,213)     (286,883)
                                                                 ------------  ------------

 Cash flows from financing activities
   Advances received from related parties                            314,961             -
   Proceeds from sale of common stock, stock subscriptions,
     and exercises of stock options                                  486,000     1,301,000
                                                                 ------------  ------------

         Net cash provided by financing activities                   800,961     1,301,000
                                                                 ------------  ------------

 Effect of changes in exchange rates on cash                         (12,008)            -
                                                                 ------------  ------------

  Net decrease in cash                                               (38,403)     (164,191)

 Cash at the beginning of the period                                  38,508       202,699
                                                                 ------------  ------------

 Cash at the end of the period                                   $       105   $    38,508
                                                                 ============  ============

 Noncash disclosures:
   Cash paid for interest                                        $     2,023   $     4,454
                                                                 ============  ============
   Stock and warrants issued in connection with acquisition      $         -   $   185,000
                                                                 ============  ============
</TABLE>


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


                                        7
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Gravitas International, Inc. (the Company or Gravitas) was incorporated in the
State of Florida on April 17, 1991, under the name of Aarden-Bryn Enterprises,
Inc.  From incorporation through September 24, 1999, the Company operated under
the following names:  Corbetts Clear Cool Water, Inc., Corbetts Cool Clear
Water, Inc., Canadian Cool Clear Water, Inc., and Canadian Cool Clear WTAA, Inc.
On September 24, 1999, the Company changed its name to WTAA International, Inc.
On December 6, 2001, the Company changed its name to Gravitas International,
Inc.  The Company is currently developing and marketing permission based
interactive marketing systems.

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial statements follows.

1.     Principles of Consolidation
       ---------------------------

The accompanying consolidated financial statements as of and for the years ended
December 31, 2002 and 2001 represent the financial position and results of
operations of Gravitas International, Inc. and its subsidiary Gravitas Digital
Communications (see note D-1).  All intercompany transactions and balances have
been eliminated in consolidation.

2.     Revenue Recognition
       -------------------

Revenues are primarily derived from the renting of the Company's digital
technology equipment and the sale of event photography services to third party
vendors.  The Company recognizes revenues when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed or determinable
and collectibility is reasonably assured.

3.     Accounts Receivable
       -------------------

Accounts receivable are stated at amounts due from customers net of an allowance
for doubtful accounts.  Credit is extended based on evaluation of a customer's
financial condition, and collateral is not required.  In determining the
adequacy of the allowance, management identifies specific receivables for which
collection is not certain and estimates the potentially uncollectible amount
based on the most recently available information.  The Company writes off
accounts receivable when they are determined to be uncollectible, and payments
subsequently received on such receivables are credited to the allowance for
doubtful accounts.  No allowance for doubtful accounts was considered necessary
at December 31, 2002 and 2001.

4.     Property and Equipment
       ----------------------

Equipment is stated at cost less accumulated depreciation.  Depreciation is
computed using the straight-line method over the estimated useful service lives,
ranging from three to five years.  The Company uses accelerated depreciation
methods for tax purposes.


                                        8
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

5.     Software Development Costs
       --------------------------

The Company has capitalized software development costs in accordance with SOP
98-1, Accounting for the Cost of Software Developed or Obtained for Internal
Use.  Once the software is completed, the costs incurred associated with the
project begin to depreciate.

Capitalized software costs are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful life of the software, three years.

6.     Impairment of Long Lived Assets
       -------------------------------

The Company reviews the carrying value of long-lived assets for impairment
whenever events and circumstances indicate that the carrying value of an asset
may not be recoverable and exceeds its fair value.  An impairment loss is
recognized as the amount by which the carrying amount of a long-lived asset
exceeds its fair value.  The factors considered by management in performing this
assessment include operating results, trends, and prospects, as well as the
effects of obsolescence, demand, competition and other economic factors.

In 2002, during the course of the Company's review of its operations, the
Company assessed the recoverability of the carrying value of certain fixed
assets and capitalized software costs and determined that there was not an
impairment of these assets.

7.     Stock-Based Compensation
       ------------------------

The Company has a stock option plan, which is described more fully in note K.
The Company applies APB Opinion 25, Accounting for Stock Issued to Employees,
and related Interpretations in accounting for its plan.  The following table
illustrates the effect of net loss if the Company had applied the fair value
recognition provisions of Financial Accounting Standards Board (FASB) Statement
No. 123, Accounting for Stock-Based Compensation, using the assumptions
described in note K, to its stock option plan.

<TABLE>
<CAPTION>
                                                              Year ended December 31,
                                                            --------------------------
                                                                2002          2001
                                                            ------------  ------------
<S>                                                         <C>           <C>
Net loss, as reported                                       $(1,587,454)  $(1,980,176)

Total stock-based employee compensation expense determined
  under fair value based method for awards granted              (24,750)      469,490
                                                            ------------  ------------

Pro forma net loss                                          $(1,612,204)  $(1,510,686)
                                                            ============  ============

Loss per share:
As reported                                                 $     (0.10)  $     (0.18)
                                                            ============  ============
Pro forma                                                   $     (0.10)  $     (0.14)
                                                            ============  ============
</TABLE>


                                        9
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

8.     Translation of Foreign Currencies
       ---------------------------------

The Company's subsidiary maintains its records in Canadian dollars, which is the
functional currency of the subsidiary.  The consolidated Company's reporting
currency is the US dollar.  Assets and liabilities recorded in functional
currencies other than US dollars are translated into US dollars at the year-end
rate of exchange.  Revenue and expenses are translated at the weighted-average
exchange rates for the year.  The resulting translation adjustments are charged
or credited to other comprehensive income.  Gains or losses from foreign
currency transactions, such as those resulting from the settlement of
receivables or payables denominated in foreign currency, are included in the
earnings of the current period.

9.     Loss per Common Share
       ---------------------

Basic loss per share is based on the weighted-average number of shares
outstanding during the year.  The weighted-average number of common shares
outstanding was 15,585,949 for 2002 and 10,854,710 for 2001, post reverse split
(see note C).  Diluted loss per share for all periods presented equaled the
basic loss per share due to the antidilutive effect of potentially dilutive
securities.  As of December 31, 2002 and 2001, the Company had 967,639 and
1,307,172, respectively, of potentially dilutive shares that were not included
in loss per share computations due to their antidilutive effect.  These shares
are comprised of 717,639 and 0; 1,276,667 and 30,505 options and warrants,
respectively, as of December 31, 2002 and 2001, respectively.  See also note D-1
for discussion of additional shares not included in computations of net loss per
share and weighted-average number of shares outstanding.

10.     Use of Estimates
        ----------------

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of American (US GAAP), management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenue and
expenses during the reporting period.  Actual results could differ from those
estimates.

11.     New Authoritative Accounting Pronouncements
        -------------------------------------------

In June 2001, the FASB issued Statement 143, Accounting for Asset Retirement
Obligations (SFAS 143).  This statement requires entities to record a liability
for the estimated retirement and removal costs of assets used in their business.
The liability should be recorded at its fair value, with a corresponding asset
that should be depreciated over the remaining useful life of the long-lived
asset to which the liability relates.  Period expenses will also be recognized
for changes in the original value of the liability as a result of the passage of
time and revisions in the undiscounted cash flows required to satisfy the
obligation.  The provisions of SFAS 143 are effective for fiscal years beginning
after June 15, 2002.  The Company has not yet determined the effects of SFAS 143
on its financial statements.


                                       10
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

In April 2002, the FASB issued Statement 145, Rescission of FASB Statements 4,
44, and 64, Amendment of FASB Statement 13, and Technical Corrections (SFAS
145).  Among other provisions, SFAS 145 rescinds FASB Statement 4, Reporting
Gains and Losses from Extinguishment of Debt.  Accordingly, gains or losses from
extinguishment of debt should not be reported as extraordinary items unless the
extinguishment qualifies as an extraordinary item under the criteria of
Accounting Principles Board Opinion 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB
30).  Gains or losses from extinguishment of debt, which do not meet the
criteria of APB 30, should be reclassified to income from continuing operations
in all prior periods presented.  The provisions of SFAS 145 will be effective
for fiscal years beginning after May 15, 2002, however, the Company has adopted
the provisions of this statement earlier and has classified gains from
extinguishments of debt as other income as of December 31, 2002.

In June 2002, the FASB issued Statement 146, Accounting for Costs Associated
with Exit or Disposal Activities (SFAS 146).  This statement requires entities
to recognize costs associated with exit or disposal activities when liabilities
are incurred rather than when the entity commits to an exit or disposal plan, as
currently required.  Examples of costs covered by this guidance include one-time
employee termination benefits, costs to terminate contracts other than capital
leases, costs to consolidate facilities or relocate employees, and certain other
exit or disposal activities.  This statement is effective for fiscal years
beginning after December 31, 2002, and will impact any exit or disposal
activities the Company initiates after that date.

In December 2002, the FASB issued Statement 148 (SFAS 148), Accounting for
Stock-Based Compensation - Transition and Disclosure:  an amendment of FASB
Statement 123 (SFAS 123), to provide alternative transition methods for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation.  In addition, SFAS 148 amends the disclosure requirements
of SFAS 123 to require prominent disclosures in annual financial statements
about the method of accounting for stock-based employee compensation and the pro
forma effect on reported results of applying the fair value based method for
entities that use the intrinsic value method of accounting.  The pro forma
effect disclosures are also required to be prominently disclosed in interim
period financial statements.  This statement is effective for financial
statements for fiscal years ending after December 15, 2002 and is effective for
financial reports containing condensed financial statements for interim periods
beginning after December 15, 2002, with earlier application permitted.  The
Company does not plan a change to the fair value based method of accounting for
stock-based employee compensation and has included the disclosure requirements
of SFAS 148 in the accompanying financial statements.

In November 2002, FASB Interpretation (FIN) 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, was issued.  FIN 45 requires a guarantor entity, at the
inception of a guarantee covered by the measurement provisions of the
interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee.  The Company previously did not record a
liability when guaranteeing obligations unless it became probable that the
Company would have to perform under the guarantee.  FIN 45 applies prospectively
to guarantees the Company issues or modifies subsequent to December 31, 2002,
but has certain disclosure requirements effective for interim and annual periods
ending after December 15, 2002.  The Company will adopt provisions of this
statement for any guarantees entered into starting with calendar year 2003.


                                       11
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

In January 2003, the FASB issued FASB Interpretation 46, Consolidation of
Variable Interest Entities (FIN 46).  FIN 46 clarifies the application of
Accounting Research Bulletin 51, Consolidated Financial Statements, for certain
entities that do not have sufficient equity at risk for the entity to finance
its activities without additional subordinated financial support from other
parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities").  Variable
interest entities within the scope of FIN 46 will be required to be consolidated
by their primary beneficiary.  The primary beneficiary of a variable interest
entity is determined to be the party that absorbs a majority of the entity's
expected losses, receives a majority of its expected returns, or both.  FIN 46
applies immediately to variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise obtains an
interest after that date.  It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
The Company does not believe this interpretation is applicable to the Company or
its current operations as of December 31, 2002.

In November 2002, the Emerging Issues Task Force (EITF) reached a consensus
opinion on EITF 00-21, Revenue Arrangements with Multiple Deliverables.  The
consensus provides that revenue arrangements with multiple deliverables should
be divided into separate units of accounting if certain criteria are met.  The
consideration for the arrangement should be allocated to the separate units of
accounting based on their relative fair values, with different provisions if the
fair value of all deliverables are not known or if the fair value is contingent
on delivery of specified items or performance conditions.  Applicable revenue
recognition criteria should be considered separately for each separate unit of
accounting.  EITF 00-21 is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003.  Entities may elect to report the
change as a cumulative effect adjustment in accordance with APB Opinion 20,
Accounting Changes.  The Company has not determined the effect of adoption of
EITF 00-21 on its financial statements or the method of adoption it will use.

In November 2002 the Emerging Issues Task Force reached a consensus opinion on
EITF 02-16, Accounting by a Customer (including a reseller) for Certain
Consideration Received from a Vendor.  EITF 02-16 requires that cash payments,
credits, or equity instruments received as consideration by a customer from a
vendor should be presumed to be a reduction of cost of sales when recognized by
the customer in the income statement.  In certain situations, the presumption
could be overcome and the consideration recognized either as revenue or a
reduction of a specific cost incurred.  The consensus should be applied
prospectively to new or modified arrangements entered into after December 31,
2002.  The Company has not yet determined the effects of EITF 02-16 on its
financial statements.

12.     Reclassifications
        -----------------

Certain reclassifications have been made to the 2001 financial statements to
conform to the 2002 presentation.



                                       12
<PAGE>

                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE B - MANAGEMENT'S PLAN

These financial statements have been prepared in accordance with United States
generally accepted accounting principles applicable to a going concern which
assume that the Company will realize its assets and discharge its liabilities in
the normal course of business.  Realization values may be substantially
different from carrying values, as shown in the financial statements, should the
Company be unable to continue as a going concern.

In March 2003, the board of directors of Gravitas International Inc. appointed a
new President / Chief Executive Officer and Chief Financial Officer, both of
whom have extensive background in the area of mergers and acquisitions and
experience within the entertainment and advertising industry.

Management anticipates primary revenues will be generated from strategic and
profit acquisitions and domestic and international licensing of the proprietary
technology.  Further, management anticipates secondary revenues will be
generated from database management, third party marketing opportunities (e-mail
sponsorship), royalties from third-party sale of merchandise, e-commerce
fulfillment and creative fees.

Based on the Company's consolidation business and growth model, revenue
estimates are significantly influenced by the timing and size of completed
acquisitions.  The Company has identified a number of acquisition targets
currently operating in the theme park/attraction, destination, resort/casino,
cruise ship and mass attendance, and live event industries worldwide.
Management is in discussions with Jupiter Capital Ventures Inc., a related party
and major creditor to the Company, on raising the capital necessary to pursue
these targets.  While there can be no assurance that such discussions will
conclude successfully, management feels confident in Jupiter Capital's ability
to perform.

The Company's ability to continue as a going concern is dependent on successful
future operations and obtaining the necessary debt and equity financing for
future acquisition.  These consolidated financial statements do not reflect
adjustments in the carrying values of assets and liabilities, income statement
items and balance sheet classifications that would be necessary if the going
concern assumption were not appropriate.


NOTE C - STOCK SPLIT

On February 22, 2001, the Company authorized a 15:1 reverse stock split.  All
references to number of shares and per share amounts in the financial statements
have been adjusted to retroactively reflect the effect of this split.


                                       13
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE D - ACQUISITIONS

1.     Evolution Marketing Systems, Inc. and Memoremail
       ------------------------------------------------

During the year ended December 31, 2001, the Company advanced $150,000 to
Memoremail, Inc. (Memoremail), as a fully secured loan, with the intent of
applying such advances against the then pending acquisition.  In October 2001,
the Company made a decision not to pursue this acquisition and instead took
possession of Memoremail's equipment, which was pledged as security for the
loan.

In November 2001, the Company executed a letter of intent to acquire an
interactive marketing company, Evolution Marketing Systems Inc (EMSI), for a
total consideration of 1,500,000 common shares and 750,000 warrants.  EMSI
subsequently changed its name to Gravitas Digital Communications.  The Company
was 40% owned by the majority shareholder of Memoremail.  EMSI was formed on
November 5, 2001 and conducted minimal operations prior to its acquisition by
the Company.

On November 14, 2001, the Company acquired 100% of the issued and outstanding
shares of EMSI.  Upon closing, Gravitas issued 500,000 common shares (the "First
Gravitas Shares"), and 250,000 warrants (the "First Warrants"), exercisable to
purchase up to an aggregate of 250,000 common shares at $0.75 per share at any
time up to the second anniversary of the closing date.

The remaining part of the purchase price, the 1,000,000 common shares and
500,000 warrants, were held in escrow, with such shares and warrants vesting on
the following basis.

The next 500,000 common shares (the "Second Shares") and 250,000 warrants (the
"Second Warrants") on the date (the "First Vesting Date") at which EMSI's
aggregate earnings before interest, taxes, depreciation and amortization,
calculated cumulatively from November 30, 2001 in accordance with accounting
principles generally accepted in the United States, totals $100,000.  The
exercise price on the Second Warrants will be established at the closing price
of the Company's common stock on the Vesting Date, and the warrants will be
exercisable at any time on or before the second anniversary of the First Vesting
Date.

Then the remaining 500,000 common shares (the "Third Shares") and 250,000
warrants (the "Third Warrants") on the date (the "Second Vesting Date") at which
EMSI's aggregate earnings before interest, taxes, depreciation and amortization,
calculated cumulatively from November 30, 2001 in accordance with accounting
principles generally accepted in the United States, totals $200,000.  The
exercise price on the Third Warrants will be established at the closing price of
the Company's stock on the Second Vesting Date, and the warrants will be
exercisable at any time on or before the second anniversary of the First Vesting
Date.

As part of the agreement of purchase and sale of EMSI, it was agreed that in
order for the shareholders of EMSI to receive the "Second and Third Shares" and
or the "Second or Third Warrants" the individual shareholders must remain as
ongoing employees or affiliates of Gravitas Digital Communications Inc., until
the shares had been released from escrow based upon the outlined escrow
criteria.  As of December 31, 2002 only 3 of the original shareholders of EMSI
remain or are affiliated with the Company.


                                       14
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE D - ACQUISITIONS - Continued

Consequently, the remaining part of the Purchase Price, namely, 732,000 common
shares and 366,000 warrants, is held in escrow, with such shares and warrants
vesting to the vendors on the following basis; the next 366,000 common shares
(the "Second Shares") and 183,000 warrants (the "Second Warrants") on the date
(the "First Vesting Date") at which EMSI's aggregate earnings before interest,
taxes, depreciation and amortization, calculated cumulatively from November 30,
2001 in accordance with accounting principles generally accepted in the United
States, totals $100,000 (United States funds). The exercise price on the Second
Warrants will be established at the closing price of the Purchaser on the
Vesting Date, and such Second Warrants will be exercisable at any time or from
time to time provided that such Warrants are exercised on or before the second
anniversary of the First Vesting Date.  As of December 31, 2002 the escrow
release provisions have not been met.

Due to contingent nature of this consideration, no adjustment was made to record
issuance of 1,000,000 common stock share and such shares were not included in
computations of net loss per share or statement of stockholders deficit.
Neither the 1,000,000 shares nor 500,000 warrants were included in computation
of total purchase price.

Due to common ownership of two companies (EMSI and Memoremail), total
consideration paid was considered to be consideration for assets acquired from
both companies.  Therefore, total tangible assets of both Memoremail and EMSI
are included in the table presented below for the purposes of purchase price
allocation.  The balance of previous advances to Memoremail that were still
outstanding at the time of the consummation of EMSI acquisition ($131,672) were
written off as of the date of this acquisition.

The acquisition was accounted for in accordance with SFAS 141 and resulted in
$77,653 in acquired in-process research and development related to undeveloped
imaging technology acquired from EMSI, which was expensed at the time of the
acquisition.

The purchase price was determined by valuing equity consideration issued in
exchange for net assets of the acquiree.  The common stock shares were valued at
$0.27, the Company's closing price on the date of the acquisition, and the
warrants were valued using Black Scholes pricing model and the following
assumptions: risk-free rate of 3.5%, volatility of 220%, dividend rate of 0%,
and contractual life of two years.

The table below represents summary of purchase price allocation.

Equipment                                     $   84,669
Miscellaneous receivable                          22,843
Miscellaneous payable                               (165)
In-process research and development               77,653
                                              -----------
Total consideration issued in acquisition     $  185,000
                                              ===========


                                       15
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE D - ACQUISITIONS - Continued

2.     California Bottling Company
       ---------------------------

On October 19, 2000, the Company signed letters of intent to acquire two
bottling companies and invest in a third bottling company for total
consideration of $4,680,000.  All three companies were controlled by one of the
Company's former directors.  The purchase price was subject to adjustment
subsequent to completion of standard due diligence procedures to be conducted by
the Company.  Any potential increases to the prices were to be satisfied through
an issuance of the Company's common stock.  A cash payment of $4,180,000 was due
on or before December 15, 2000, of which the Company has paid $250,000.
Additionally, the Company was to advance $500,000 that would be collateralized
by short-term notes receivable.  No funds were advanced as of December 31, 2000.

On January 1, 2001, the Company paid $31,000 to extend its right to acquire
equity interests in the three bottling companies.  On February 9, 2001, the
Company advanced $500,000 as required under the original letters of intent.  The
advances were to bear interest at 8% and required monthly repayments of
interest, commencing on March 9, 2001, and principal, commencing on May 9, 2001.
These advances were secured by a lien on machinery acquired with the
aforementioned advances.

The Company undertook a due diligence process on the target companies in late
February 2001, which indicated that the financial performance of those companies
was below what was previously expected.  Therefore, the Company withdrew the
letters of intent, which resulted in a write off of $281,000 in acquisition
deposits.  On August 28, 2001 the Company sold the remaining balance of the note
for proceeds of $350,000, with a resulting loss of $109,118.


NOTE E - NOTES AND LEASE RECEIVABLES

The Company has been advancing funds and incurring expenses on behalf of RX
Technology for the purpose of beta testing and deployment of the Company's
software and hardware configurations.  Through December 31, 2002, the Company
had advanced a total of $51,920 in cash and incurred $149,232 in expenses.  At
December 31, 2002, the Company wrote off $201,152 as management does not feel it
will collect on these receivables.

In August 2002, the Company entered into a lease agreement with RX Imaging to
lease equipment to RX Imaging for monthly payments of $923 over a one-year
period.  The lease bears interest at 5% and is secured by the equipment.  At
December 31, 2002, the Company has recorded an allowance of $10,544 for the
total lease receivable as management does not believe it will collect on this
receivable.  The Company has not attempted to reclaim the equipment as of
December 31, 2002.


                                       16
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE F - OTHER EQUITY TRANSACTIONS

In January 1999, the Board of Directors authorized the sale of Series A
preferred stock to two of the Company's directors for $3,000.  At the option of
the holder, the preferred stock was convertible through January 31, 2004, into
ten shares of common stock for each one share of preferred stock.  In December
2000, the stockholders elected to convert all of their preferred shares into
200,000 shares of the Company's common stock.  Subsequently, it was determined
that the preferred shares had not been properly designated in the articles of
incorporation and filed with the state of Florida.  Therefore, these preferred
shares have been presented as subscribed in the accompanying financial
statements.  On April 25, 2001, the Board of Directors authorized the proper
designation of the preferred shares and subsequent conversion to common shares.


NOTE G - RELATED PARTY ADVANCES AND PAYABLE

The Company has an outstanding advance of $314,961 from a related party as of
December 31, 2002.  These funds represent unreimbursed expenditures incurred on
the Company's behalf and unpaid fees for administrations, financial advisory
services and investor relationship services (see note H).  Additionally, the
Company has outstanding related party payables to this and another related
entity of $360,000 at December 31, 2002.  At December 31, 2001, the Company was
owed $81,385 from the same related party.  The amounts bear no interest and is
due on demand; the Company recorded no imputed interest on this borrowing.

A company owned by a member of the Board of Directors provided services to the
Company and incurred expenses on behalf of the Company during the year ended
December 31, 2002.  The total outstanding payable to this company as of December
31, 2002 is $19,691.

Additionally, in August 2002, the Company signed a note payable for $19,150
borrowed from a shareholder for the purchase of equipment.  The note bears
interest monthly at 2% and matures in February 2003.  As of December 31, 2002
the Company is in default on the note because it has not made an interest or
principal payments on this loan.


NOTE H - COMMITMENTS AND CONTINGENCIES

1.     License and Royalty Agreements
       ------------------------------

During 2000, the Company entered into various license agreements with a
production studio that expired December 31, 2000 through December 31, 2002.
These agreements require the payment of royalties in the amount of the greater
of 5% to 6% of the wholesale standard price or a minimum annual guarantee of
$175,000, $25,000 and $30,000 in 2000, 2001 and 2002, respectively.  The
agreements also require the Company to spend a minimum of 7.5% of sale revenues
on marketing programs as well as outline target marketing and shipment dates,
none of which were met by the Company.


                                       17
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE H - COMMITMENTS AND CONTINGENCIES - Continued

During 2000, licensors terminated two agreements, originally entered into during
calendar year 1999, as a result of the Company's nonperformance.  In connection
with these terminations, the Company expensed $150,000 representing previously
capitalized royalty and license fees.  It also recorded an additional liability
and an expense in the amount of $50,000 to reflect minimum guarantee payments
that became due upon termination.  As of December 31, 2001, royalty and license
fees payable include $160,000 due under these terminated agreements.  During the
year ended December 31, 2001, the Company wrote off $103,753 of prepaid
licensing fees (recorded as prepaid expenses as of December 31, 2000).  In
conjunction with the settlement of two of these license agreements, a gain of
$65,000 was recorded as of December 31, 2002.

As of December 31, 2002 and 2001, the Company had $135,000 and $270,000 in
outstanding license and royalty fees payable.  The Company is in default in
these agreement sand is currently negotiating settlements of these liabilities
as it is no longer in this line of business.

2.     Agency Agreement
       ----------------

In March 1999, the Company entered into a promotional assistance contract
scheduled to expire in December 2003.  Under this agreement, an agent hired by
the Company was to provide services related to obtaining and managing athlete
endorsements on the Company's products.  The agreement called for a fee computed
as the greater of 6% of net sales or a minimum payment of $25,000, $50,000,
$100,000, $150,000 and $150,000 in 1999, 2000, 2001, 2002 and 2003,
respectively.  As no services were performed under the contract, the Company has
not made any payments nor accrued any liabilities to the agent.  Although no
formal termination notice has been given, the Company has effectively terminated
this agreement.

3.     Legal
       -----

The Company is involved in a legal proceeding with a former employee who is
asserting the Company breached his employment agreement.  In the opinion of
management, based upon advice of legal counsel, the ultimate outcomes of the
foregoing proceedings will not have a material impact on the Company's financial
statements.  The proceeding is scheduled for trial in September 2003.

The Company is involved in a legal proceeding with Madech Financial Services
Inc. (Madech).  Madech is asserting they advanced money to Memoremail that was
subject to trust conditions.  The Company has denied the claim.  Madech has
filed a claim for $150,000, shares in the Company and unspecified damages.  The
Company, based upon advice from legal counsel, believe the ultimate outcome of
this proceeding will not have a material impact on the financial statements.

The Company is involved in a legal proceeding with Sony Pictures Inc.  This
claim was based upon unfulfilled contracts remaining from the bottled water
operations.  The claim was negotiated and settled out of court for $30,000.  As
of December 31, 2002, the remaining balance owing was $15,000.


                                       18
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE H - COMMITMENTS AND CONTINGENCIES - Continued

The Company is involved in a legal proceeding with Universal Studios Licensing
Inc.  On the basis of unfulfilled contracts remaining from the bottled water
operations.  The claim was negotiated and settled out of court for $50,000 and
50,000 shares of the Company's common stock.  A share adjustment formula was
included if the stock price was below $0.28 per share.  As of December 31, 2002,
the remaining balance owed under the settlement is $50,000 to be paid in shares
of the Company's common stock, which is accrued at year-end.

The Company is involved in a legal proceeding with a former landlord of
Memoremail, who enforced a personal claim against an officer of the Company
(former majority shareholder of Memoremail) when Gravitas International Inc.,
exercised its security agreement and acquired the assets of Memoremail for the
funds it had invested.  As a part of the employment agreement between the former
officer and Gravitas Digital Communications Inc., Gravitas agreed to take
responsibility for the claim.  The claim was settled for a total of $25,323 of
which $3,165 was unpaid at December 31, 2002.


NOTE I - RELATED PARTIES TRANSACTIONS

In January 2001, the Company entered into an agreement with Jupiter Capital
Ventures to reimburse Jupiter Capital Ventures for operating expenses such as
rent, communications and business services, which were incurred on behalf of the
Company.  During 2002, the agreement was amended to include a monthly fee of
$20,000 for financial advisory services.  Jupiter Capital Ventures is owned and
operated by the Company's former chairman and chief executive officer.  The
Company paid $161,003 for operating expenses and was charged $240,000 for
financial advisory services by Jupiter Capital Ventures in the year ended
December 31, 2002.  The Company paid $432,000 to Jupiter Capital Ventures during
the year ended December 31, 2001.

During 2001, the Company entered into an agreement with Jupiter Financial Group,
another company controlled by a shareholder of Gravitas International, Inc.,
that required a $10,000 monthly payment for investor relationship services.  In
2001, the agreement was on a verbal basis.  During 2002, the Company was charged
$120,000 under this agreement.  During 2001, the Company paid $445,000 under
this agreement.

In November 2001, the Company entered into a verbal sublease agreement with
Jupiter Capital Ventures to sublease an office space for its subsidiary,
Gravitas Digital Communications.  Under the sublease arrangement monthly
payments of approximately $2,700 are remitted directly to the landlord.  This
agreement was terminated in January 2003.

During 2001, the Company obtained and repaid, a $600,000 short-term,
non-interest bearing operational loan from one of its shareholders.


                                       19
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE J - INCOME TAXES

The Company records income taxes using the asset and liability method of
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes.  At December 31, 2002, an operating loss carryforward of
approximately $1,343,000 expiring through 2022 is available to offset future
taxable income.  For financial reporting purposes, a valuation allowance of
$1,547,000 has been recorded to offset the deferred tax asset related to those
carryforwards and other net deferred tax assets.  This represents an increase of
approximately $540,000 from the allowance recorded at December 31, 2001.  The
change in valuation allowance is due primarily to uncollectible acquisition
advances and losses on non-trade notes receivable.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  Significant components
of the Company's deferred tax assets are as follows at December 31:

<TABLE>
<CAPTION>
                                       2002          2001
                                   ------------  ------------
<S>                                <C>           <C>
Deferred tax assets:
  Net operating loss carryforward  $ 1,343,000   $   818,000
  Other                                204,000       189,000
  Valuation allowance               (1,547,000)   (1,007,000)
                                   ------------  ------------

                                   $         -   $         -
                                   ============  ============
</TABLE>

The income tax benefit reconciled to the tax computed at the statutory federal
rate were as follows for the year ended December 31:

<TABLE>
<CAPTION>
                                       2002        2001
                                    ----------  ----------
<S>                                 <C>         <C>

Tax benefit at statutory rate       $(540,000)  $(673,000)
Miscellaneous non-deductible items          -     204,000
Valuation allowance                   540,000     469,000
                                    ----------  ----------
                                    $       -   $       -
                                    ==========  ==========
</TABLE>

Internal Revenue Code Section 382 places a limitation on the amount of taxable
income that can be offset by carryforwards after a change in control (generally
greater than a 50% change in ownership).  As a result of these provisions,
utilization of the net operating loss carryforward may be limited.


                                       20
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


NOTE K - STOCK OPTIONS

In 2001, the Company established the 2001 Stock Option Plan (the Plan).  Option
prices are established by the Company's Board of Directors and generally are
equal to the fair market value of the shares of the Company's common stock on
the date of grant.  The Plan allows for grant of up to 3,000,000 stock options.

On June 12, 2001, the Company issued 1,520,000 stock options to directors,
employees, and consultants with an exercise price of $0.35 per share.  These
stock options are for future services to be provided over a three-year period.
The options vest yearly in three equal annual tranches starting with the date of
grant and expire three years from the date of grant.  During the years ended
December 31, 2002 and 2001, the expense associated with options granted and
earned by third party consultants was $305,788 and $47,269, which is included in
total general and administrative expenses.

For disclosure purposes, the fair value of each option granted to an employee
has been estimated as of the date of grant using the Black-Scholes option
pricing model with the following assumptions for 2001 and 2002:  risk-free
interest rate of 3.5% and 5.0%, respectively, dividend yield of 0%, volatility
of 220% and 92.5%, respectively, and expected life of three to five years.

The following is a summary of the employee options for the years ended December
31, 2001 and 2002:

<TABLE>
<CAPTION>


                                             Options
                                  -----------------------------
                                              Weighted Average
                                    Shares     Exercise Price
<S>                               <C>         <C>
Outstanding at January 1, 2001      133,332   $            4.57
  Granted                           970,000                0.35
  Forfeited                        (376,665)               1.58
                                  ----------  -----------------
Outstanding at December 31, 2001    726,667                0.49
  Granted                            15,000                0.50
  Forfeited                        (115,000)               0.37
                                  ----------  -----------------
Outstanding at December 31, 2002    626,667   $            0.51
                                  ==========  =================
Options available for grant       2,373,333
                                  ==========
</TABLE>


                                       21
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE K - STOCK OPTIONS - Continued

The following table summarizes information about options outstanding at December
31, 2002.

<TABLE>
<CAPTION>
                   Options Outstanding          Options Exercisable
           ----------------------------------  -----------------------
                                    Weighted
Range                   Weighted     Average                 Weighted
of                       Average    Remaining                 Average
Exercise     Number     Exercise   Contractual    Number     Exercise
Prices     Outstanding    Price       Life      Exercisable    Price
---------  -----------  ---------  -----------  -----------  ---------
<S>        <C>          <C>        <C>          <C>          <C>
0.35          600,000   $    0.35         1.45      308,334  $    0.35
3.00           20,000   $    3.00         2.41       20,000  $    3.00
7.50            6,667   $    7.50         2.00        6,667  $    7.50
            ----------                           ----------
              626,667   $    0.51                   335,001  $    0.65
            ==========                           ==========
</TABLE>

The weighted average fair value of the options granted during the years ended
December 31, 2002 and 2001 were $0.40 and $0.33, respectively.  No options were
granted with a strike price below the stock's market value on the date of grant.


NOTE L - FOURTH QUARTER ADJUSTMENTS

During the fourth quarter of 2002, the Company recorded several adjustments
related to the prior three quarters.  First, the Company capitalized software
costs of $135,181, all of which were incurred prior to the fourth quarter.
Second, during the first three quarters of the year ended December 31, 2002, the
Company inadvertently omitted recognition of $20,000 and $10,000 monthly fees
for investment banking and investor relations' services under two verbal
agreements entered into in January 2002.


                                       22
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE L - FOURTH QUARTER ADJUSTMENTS - Continued

The summary of the impacts on each of the effected quarters is presented below:

<TABLE>
<CAPTION>
                                                      Quarter ended     Quarter ended      Quarter ended
                                                      March 31, 2002    June 30, 2002    September 30, 2002
                                                     ----------------  ---------------  --------------------
<S>                                                  <C>               <C>              <C>
Loss as reported                                     $      (212,779)  $     (466,819)  $          (300,280)
Adjustments, net                                             (62,175)         (90,343)              (49,745)
                                                     ----------------  ---------------  --------------------

Adjusted loss                                        $      (274,954)  $     (557,162)  $          (350,025)
                                                     ================  ===============  ====================


Loss per common share basic and diluted as reported  $         (0.01)  $        (0.03)  $             (0.02)
Effect of adjustments per common share                             -            (0.01)                    -
                                                     ----------------  ---------------  --------------------


Adjusted loss per common share basic and diluted     $         (0.01)  $        (0.04)  $             (0.02)
                                                     ================  ===============  ====================
</TABLE>


                                       23
<PAGE>

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
------------------------------------------------------------------------



ITEM 14.EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
---------------------------------------------------------

     (a)  Evaluation of Disclosure Controls and Procedures. Regulations under
          the Securities Exchange Act of 1934 require public companies to
          maintain "disclosure controls and procedures," which are defined to
          mean a company's controls and other procedures that are designed to
          ensure that information required to be disclosed in the reports that
          it files or submits under the Securities Exchange Act of 1934 is
          recorded, processed, summarized and reported, within the time periods
          specified in the Commission's rules and forms. Within 90 days prior to
          the filing date of this Report (the "Evaluation Date"), the Company's
          principal executive officer ("CEO") and principal financial officer
          ("CFO") carried out an evaluation of the effectiveness of the
          Companies disclosure controls and procedures. Based on those
          evaluations, as of the Evaluation Date, the Company's CEO and CFO
          believe:

          i.   That the Company's disclosure controls and procedures are
               designed to ensure that information required to be disclosed by
               the Company in the reports it files under the Securities Exchange
               Act of 1934 is recorded, processed, summarized and reported
               within the time periods specified in the SEC's rules and forms
               and that such information is accumulated and communicated to the
               Company's management, including the CEO and CFO, as appropriate
               to allow timely decisions regarding required disclosure; and

          ii.  That the Company's disclosure controls and procedures are
               effective.

          In connection with their audit of the Company's financial statements
          as of and for the year ended December 31, 2002, Grant Thorton LLP
          ("GT") advised the Company that it had identified certain deficiencies
          in the Company's internal control procedures that GT considered to be
          a "material weakness" under standards established by the American
          Institute of Certified Public Accountants. GT advised the Audit
          Committee on April 14, 2003, that it identified certain deficiencies
          in the Company's ability to timely and accurately present our
          financial reports.

     (b)  Changes in Internal Controls. There were no significant changes in our
          internal controls or, to our knowledge, in other factors that could
          significantly affext our internal controls subsequent to the
          evaluation date referred to above. Although we have not yet taken any
          corrective actions with respect to the material weakness we have
          disclosed above, these matters have been discussed by GT with the
          Audit Committee of the Board of Directors of the Company. We intend to
          take corrective actions during the 2003 reporting period.


<PAGE>
I, Edward Shapero, certify that:

1.   I have reviewed this quarterly report on Form 10KSB of GRAVITAS
     INTERNATIONAL, INC;

2.   Based on my knowledge which is limited to information provided to me by
     Jupiter Capital, the entity providing the services of the Chief Financial
     officer during the period under review, this quarterly report does not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to the
     period covered by this annual report;

3.   Based on my knowledge, which is limited to information provided to me by
     Jupiter Capital, the entity providing the services of the Chief Financial
     officer during the period under review the financial statements, and other
     financial information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in the
     quarterly report;

4.   I am responsible, with effect for the reporting period commencing January
     1, 2003, for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant. Prior to January 1, 2003, Jupiter Capital was responsible for
     said matters and has:

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

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

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

5.   Jupiter Capital has disclosed, based on their most recent evaluation, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

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

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

6.   The registrant's other certifying officers have indicated in this annual
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

                                              /s/   Edward Shapero
                                       ---------------------------------
     Edward Shapero
     Chief Financial Officer


<PAGE>
                                 CERTIFICATIONS

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

In  connection  with  the  Annual Report of Gravitas International, Inc. (the
"Company")  on Form 10KSB for the year ended December 31, 2002, as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Edward Shapero, Chief Financial Officer of the Company, certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002,  that  to  my  knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934 with the above noted
          disclosure in effect; and

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


     /s/ Edward Shapero

---------------------------------
Chief Financial Officer
April 14, 2003



<PAGE>
                          GRAVITAS INTERNATIONAL, INC
                            CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934 with the above noted
          disclosure in effect; and

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


     /s/ Robin Lecky

---------------------------------
Chief Executive Officer
April 14, 2003


Robin Lecky
CEO and President
Gravitas  International
1-800-447-2220


<PAGE>
  SIGNATURES


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

                                            Gravitas International, Inc.

                                            --------------------------------
                                            (Registrant)



Date:  April 14, 2002                     By:  /s/ Larry Shaben

                                             -------------------------------
                                             Larry Shaben
                                             Chairman/Director


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


Date:  April 14, 2003                        By:  /s/ Vance Campbell

                                             -------------------------------
                                              Vance Campbell
                                              Director



Date:  April 14, 2003                         By:  /s/ Dr. C.J. Weinstein

                                              ------------------------------
                                              Dr. C.J. Weinstein
                                              Director



Date:  April 14, 2003                         By:  /s/ Larry Shaben

                                              ------------------------------
                                              Larry Shaben
                                              Director and
                                              Chairman of Board of Directors


<PAGE>