`SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB


[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003.

[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____________ to ___________.

Commission File No. 0-24812

                            ORBIT BRANDS CORPORATION
           (Name of small business issuer as specified in its charter)

         Delaware                                       56-1781650
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

             1990 South Bundy Drive, Suite 650, Los Angles, CA 90025
                    (Address of principal executive offices)

                                 (310) 740-6870
                           (Issuer's telephone number)

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

      Securities registered pursuant to 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 preceding 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 [_] No
[X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form and no disclosure will be contained, to the best of
issuer'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. [_]

The issuer's revenues for the most recent fiscal year were $0,000. As of
June 18th, 2004 Use current date the aggregate market value of the common stock
held by non-affiliates of the issuer was approximately $10,951,156 based upon
the average bid and asked price of such common stock as of such date. As of May
31, 2004, there were 700,680,704 shares of common stock outstanding and
5,000,000 shares of preferred stock outstanding.




                                       1




                       Documents Incorporated by Reference

                                      None.

          Transitional small business disclosure format Yes [_] No [X]




                                       2




                            ORBIT BRANDS COROPORATION
                                   FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2003

                                TABLE OF CONTENTS



                                     PART I
ITEM 1. Description of Business ...........................................4

ITEM 2. Description of Property............................................10

ITEM 3. Legal Proceedings..................................................11

ITEM 4. Submission of Matters to a Vote of Security holders................13

                                     PART II

ITEM 5. Market for the Common Equity and Related Stockholder...............15

ITEM 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................26

ITEM 7. Financial Statements...............................................54

ITEM 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................................78

Item 8A Controls and Procedures............................................79

                                    PART III

ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of The Exchange Act..........................81

ITEM 10. Executive Compensation............................................82

ITEM 11. Security Ownership of Certain Beneficial Owners and
Management.................................................................85

ITEM 12. Certain Relationships and Related Transactions....................86

ITEM 13. Exhibits and Reports on Form 8-K..................................86

Item 14 Principal Accountant Fees..........................................91

SIGNATURES.................................................................92




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              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information contained in this Annual Report on Form 10-KSB may
contain forward-looking statements. Such statements include, in particular,
statements about our plans, strategies and prospects under the headings
"Description of Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." You can identify forward- looking
statements by our use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate," "continue" or other similar words. Although
we believe that our plans, intentions and expectations reflected in or suggested
by such forward-looking statements are reasonable, we cannot assure you that our
plans, intentions or expectations will be achieved. When considering such
forward-looking statements, you should keep in mind the following important
factors that could cause our actual results to differ materially from those
contained in any forward-looking statement:

The Company may not be able to meet our short-term or long-term liquidity needs
on terms favorable to us, if at all and consequently may not be able to operate
in the future;

Given these uncertainties, we caution you not to place undue reliance on
forward-looking statements. We undertake no obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances or to reflect the occurrence of
unanticipated events.

ITEM 1. DESCRIPTION OF BUSINESS.

        (a) Overview.

        The Company was incorporated in Delaware on November 12, 1991 under the
name Longview Golf Corporation. The Company changed its name to Brassie Golf
Holdings, Ltd. on September 18, 1992, and then again, on March 29, 1993, to
Brassie Golf Corporation. On June 2, 1998, the Company changed its name to Divot
Golf Corporation. Subsequently, in March 2000, the Company changed its name to
ORBITTRAVEL.COM CORPORATION. In 2003, the Company's stockholders approved a new
name change to ORBIT BRANDS CORPORATION, and the Company officially changed its
name to "ORBIT BRANDS CORPORATION" on March 18, 2004.

The Company was assessed by the State of Delaware in the amount of approximately
$344,000 for corporate franchise taxes and related charges for the years 2000,
2001 and 2002, which assessments were not paid at the time they were issued.
During this same period, the Company's business operations were dormant, and the
Company did not engage in any material business activities until the end of 2003
(see discussion in The Business of the Company, infra). As a result of the
Company's failure to file its annual reports for the years 2000, 2001 and 2002
and its non-payment of franchise taxes, the Company temporarily was not in good
standing in the State of Delaware. However, based upon the Company's filing of
its State of Delaware franchise tax returns on March 16, 2004, the franchise tax
assessments were recalculated and adjusted downward to the aggregate sum of
approximately $944.00 based on the Company's report of annual revenues for the
years 2000, 2001 and 2002. Accordingly, on March 16, 2004, the Company also
remitted the reduced tax assessments to the State of Delaware, which resulted in




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the immediate issuance of a Certificate of Renewal and Revival of the Company's
Certificate of Incorporation from the Delaware Secretary of State, effective as
of February 28, 2002, and the restoration of the Company's good standing in
Delaware as of said date.

        The Company's executive offices are located at 1990 South Bundy Drive,
Suite 650 Los Angles, CA 90025. Its telephone number is (310) 740-6870. The
Company also maintains common services in affiliates' offices located in
Maitland, Florida, Roswell, Georgia and New York City, New York.

(b) Corporate Structure, Background and Business Activities of the Company.

Corporate Structure

As of the date of the filing of this Form 10-KSB, he Company has two (2)
wholly-owned subsidiaries: SMARTVoice Telecommunications, Inc., a Delaware
Corporation ("Smart Voice"), and Itrex International Corporation ("Itrex"), also
a Delaware Corporation. Both Itrex and SmartVoice are Delaware corporations.
Itrex's intended business plan is to develop and market certain proprietary
rights to beverage mixers and other rights it has obtained from a licensing
agreement with Malibu Beach Beverage Group, LLC, an entity in which the
Company's Chairman and Chief Executive Officer, Joseph R. Cellura, holds a 25%
interest. SmartVoice's intended business plan is to develop and market certain
proprietary telecommunications technology.

Background

As a result of the impact of the tragic events of September 11, 2001 on the
travel industry in the United States, in September 2001, the Company began to
evaluate new consumer product opportunities. On December 5, 2002, through Itrex
International Corporation, the Company executed agreements for the acquisition
of all of the stock of Snap-It Technologies, a California company ("Snap-It")
which developed, manufactured and distributed digital photograph kiosks (the
"Snap-It Acquisition") from Snap-It and its shareholders. The Snap-It
Acquisition did not close, however, due to a failure of certain conditions
precedent to closing, including, without limitation, the Company's opinion in
the course of conducting its due diligence that Snap-It's revenues and cash
flows would not meet its projections. The Company does not intend to pursue the
Snap-It Acquisition at this time.

In conjunction with the proposed Snap-It Acquisition, the Company also began
preliminary development activity for an ancillary product referred to as the
"Media Exchange." However, based upon the failure of the Snap-It Acquisition to
close, for the reasons noted above, the Company did not pursue further
development or acquisition of the Media Exchange.

On March 28, 2003, through Itrex International Corporation, the Company executed
an acquisition agreement to acquire all of the stock of Malibu Beach Beverage
Company, Inc. ("MBB, Inc.") in exchange for a combination of cash and stock of
the Company (the "MBB Acquisition"). MBB, Inc. had been in business since 1998
as a specialty beverage manufacturer of natural juice blends and teas. However,




                                       5




the MBB Acquisition did not close because MBB, Inc. lacked the authority to
enter into the MBB Acquisition absent certain approvals under the United States
Bankruptcy Code, Title 11 United States Code, Sections 301, et. seq.

On November 26, 2003, Malibu Beach Beverage Group, LLC ("MBB Group") purchased
certain intellectual property rights from Amy L. Goldman, the duly appointed,
qualified and acting Chapter 7 Trustee of the bankruptcy estate of MBB, Inc. in
that certain Chapter 7 bankruptcy case pending in the United States Bankruptcy
Court for the Central District of California, San Fernando Valley Division, In
re: Malibu Beach Beverage Co., Inc., Debtor, Case No.: SV 01- 17743-AG,
including the right to use the trade name of "Malibu Beach Beverage Company,"
among other assets (the "Rights"), for a purchase price of $20,000. MBB Group is
a Delaware limited liability company in which Joseph R. Cellura, the Company's
Chairman, Chief Executive Officer and majority shareholder, owns a 25% interest.

On or about March 14th, 2004, Malibu Beach Beverage Group, LLC, a Delaware LLC
("MBBG") entered into a tripartite licensing agreement with the Company and
Itrex (the "Tripartite Agreement"). Under the terms and conditions of the
Tripartite Agreement, the Company agreed to loan MBBG the sum of $290,000 for
working capital, and Itrex, the Company's wholly-owned subsidiary, agreed to
accept from MBBG a total of 80 % of the royalties derived from the sale of
alcoholic beverages and mixers (the "Products"). Pursuant to a separate
promissory note, MBBG agreed to repay to Itrex the sum of $100,000, plus
interest, in consideration for a $100,000 loan from Itrex to MBBG made on or
about March 29th, 2004. Pursuant to the terms of the Tripartite Agreement, MBBG
agreed to perform the research, development, administration, marketing, and
distribution of the Products. The Company's Chairman and CEO, Joseph Cellura,
holds a 25% membership interest in MBBG, entitling him to receive 25% of any and
all MBBG distributions to its members (if any).

SMARTVoice was incorporated on December 18th, 2003 while on going negotiations
where being conducted to acquire the rights to assets and intellectual property
of another company. SMARTVoice formally became a wholly-owned subsidiary of the
Company on May 25th, 2004. Prior to that date, it was an affiliate of the
Company, and between December 16th 2003 and May 30th 2004, the Company caused
certain of its convertible debenture holders to invest approximately $394,940
into SMARTVoice for use as working capital for both itself and those of the
Company On or about May 25th, 2004, SMARTVoice Telecommunications Incorporated,
a Georgia Corporation ("SMARTVoice Ga.") affiliated with SMARTVoice sold all of
its right, title and interest in all intellectual property of the Voice over
Internet Protocol ("VoIP") division of SMARTVoice Ga., including but not limited
to any and all copyrights and applications therefore, patents and applications
therefore, trademarks and applications therefore, licensing, technology,
proprietary information, software, formulas, and any other claimed proprietary
information, and any other tangible and intangible intellectual property of the
VoIP division of SMARTVoice Georgia. On January 1, 2004 SMARTVoice executed
Executive employment agreements with Charles P. Shuster, as Chairman and CEO of
SMARTVoice and Frederick Alger as Chief Financial Officer of SMARTVoice.




                                       6




Additionally the SMARTVoice Board of Directors met on January 6, 2004 and
authorized the offer of Executive employment agreement to Robert Barkley for the
position of Senior Vice President of Business Development. The compensation has
been deferred for all executive employment agreements of SMARTVoice. The Company
has formed a compensation committee to review the terms of the Executive
employment agreements. The Company intends to have SMARTVoice succeed to the
business plan of SMARTVoice Ga. as set forth herein.

SMARTVoice will seek to develop and market telecommunication technology for IP
telephony and applications. IP Telephony is the technology of using the Internet
to transport voice conversations.

SMARTVoice intends to be an IP Telephony service provider with two product
lines: (1) internet protocol telephone devices and communication services, and
(2) hosted services which implement the functionality of a private branch
exchange, or PBX, over data networks. Its first product line will include analog
telephone adaptors and communication software and services that work over
broadband networks. SMARTVoice expects to sell internet protocol telephony
software and services that will enable its customers to provision and use voice
communication services with IP telephones and other end-point devices.
SMARTVoice has established its website at "www.smartvoice-ip.com".

The Company intends currently to focus its efforts and business strategy on
seeking financing for its core business, internet-based technologies, as well as
product development and the distribution of related consumer products throughout
North America in 2004 and 2005.

During the period from on or about August 1st, 2002 through May 31st, 2004, the
Company's affiliate, Itrex International Corporation, raised an aggregate of
approximately $1,093,330 in the form of convertible notes. The terms of the
notes are that the pay 12 percent interest per annum for the period outstanding
and are convertible into the Companies common stock at a rate between $.002 and
$.15 per share. A portion of these funds were utilized for the payment of
certain professionals required to assist in the preparation of the Company's
corporate legal work and securities filings. (See discussion, supra.) In
addition, Itrex restructured Company debt and paid for business expenses
attributable to 2002 and 2003 operations and for the business acquisition
activities associated with Snap-It Technologies, Inc., Media Exchange, Malibu
Beach Beverage Company, Inc., and SMARTVoice Telecommunications, Inc.

The Company intends currently to focus its efforts and business strategy on
seeking financing for its core business, internet-based technologies, as well as
product development and the distribution of related consumer products throughout
North America in 2004 and 2005. The Company intends to raise additional capital
in the form of equity and/or debt to fund the acquisition and growth of the MBB
and SMARTVoice acquisitions, as described above, which could significantly
change the capital structure and cause a change of control in the Company.

Since January 2001, through the date of this Form 10-KSB, the Company has been
essentially non-operative and dormant. Its only significant business activity
during this period has been raising capital through Itrex to fund the operations
of the Itrex and SMARTVoice, and to pay certain of the Company's professionals,




                                       7




employees and other individuals and entities in connection with attempting to
restructure the Company, which includes, but is not limited to, the preparation
of this Form 10-KSB.

(c) Prior History of the Company.

Golf Course Ownership, Design and Development, Management Sales of Consumer
Products, Hospitality, Food and Beverage, Internet, Internet Travel, Telephony
and Communications. As of 1997, the Company owned four golf courses and managed
more than 20 other golf courses. Through April 1998, the Company was engaged in
acquiring, designing, developing, constructing, owning, operating and managing
private, semi-private and public golf courses throughout the United States.

At that time, the Company focused its core business activities on certain
opportunities in the World Golf Village resort, a destination golf resort
located near Jacksonville, Florida. The Company became actively involved in the
development of various amenities, including Sam Snead's Tavern and World Golf
Spa & Bungalows, managed by Canyon Ranch Management, LLC. The Company also
acquired parcels of land in the World Golf Village in December 1996 and January
1998. In addition, the Company paid $250,000 to the World Golf Village
Foundation (which included the United States Golf Association, the PGA TOUR, and
other leading golf organizations) for various consumer product license
agreements at the World Golf Village, in order to establish a unique platform
for sales of consumer products called "Interactive Information Technology and
Entertainment" ("IIT&E"), by means of a virtual golf pro shop, "divot.com," a
product and service-based portal with direct access to the Intranet at World
Golf Village and the worldwide Internet. The license agreements covered various
Miller Golf products and related travel products for a term of 20 years.

Due to ongoing labor issues, the capital requirements associated with continued
ownership and management of its golf courses, and unsatisfactory operating
results, the Company decided to refocus its business strategy on consumer
products. The Company chose to continue its efforts at the World Golf Village,
but instead of concentrating its efforts on golf course ownership, design and
management, the Company shifted its focus to developing, licensing and marketing
golf-related products and services. In July 1997, the Company sold its division
responsible for managing third party-owned golf courses, and in August 1997, the
Company sold its golf course design subsidiary to KSL Fairways. (See related
exhibits, infra, for terms and conditions of sale, etc.) During the period from
November 1997 through April 1998, the Company sold the golf courses it owned.

In order to implement its new strategic focus, the Company became one of the
initial founding sponsors of the "FIRST TEE Program". In addition, the Company
acquired or assumed certain golf-related products, companies, license
agreements, and joint content revenue share distribution agreements in April
1998, including Divot Corporation, Divot Development Corporation, and Divot Golf
Corporation, a designer and supplier of golf accessories. The Company's
acquisition of Divot Golf Corporation provided it with patents on several unique
products. In addition, the Company acquired the assets of Divot Spa WGV, Inc.,




                                       8




two parcels of land located at the World Golf Village, under a management
agreement with Canyon Ranch Management, LLC.

(See related exhibits, infra, for description of consideration.)

On April 8, 1998, the Company also acquired Miller Golf, Inc., a 49-year old
supplier of golf accessory products, for $4 million in cash and $300,000 in
common stock of the Company. Miller Golf's product line included a wide range of
logo golf products, tournament prizes, and awards to private and public golf
courses and golf course management companies. At the time of its acquisition in
April 1998, Miller Golf had produced in 1997 revenues of $9.5 million, with
$900,000 in earnings before interest, taxes, depreciation and amortization
("EBITDA").

However, with the loss of the Company's World Golf Village acquisitions,
including the real estate it had acquired, the Company scaled back its efforts
in the areas of golf-related products and services, and concentrated its efforts
and new strategic focus on its internet properties.

In approximately January 1998, the Company concluded that the Internet
technology strategies developed under its IIT&E platform could increase its
growth, while utilizing the licenses at the World Golf Village for which the
Company had paid $250,000. IIT&E featured golf and spa destination travel
packages and consumer products ranging from logo premiums to travel packages for
golf, spa, fishing and residence club shares, offered via the worldwide
Internet, the Intranet at the World Golf Village, and the Company's web-based
portal, www.divot.com, its virtual golf pro shop.

The Company developed a website, "www.divot.com," with Microsoft, Hitachi PC and
other strategic development partners, for which the Company paid certain
hardware expenses to Hitachi PC and certain software expenses to Microsoft. The
www.divot.com website was under development to enable IIT&E to sell its golf,
spa and travel-related products and services, as the Company owned property at
the World Golf Village, along with world class amenities, and anticipated the
purchase of Miller Golf, from which the logo products could be delivered in a
business-to-business e-commerce platform. In mid-1998, the Company acquired the
exclusive rights to golf- related content on www.freeride.com, an Internet
community site.

In February 1999, facing a challenge ostensibly led by a recalcitrant
shareholder who sought to oust the Company's existing management team, in
response to representations that the Company's proposed new management team,
headed by Jeremiah F. Daly, had obtained certain financing commitments necessary
for the Company to maintain its asset base and to cure a technical default of
its wholly-owned subsidiary, Miller Golf (which Mr. Daly served as President),
to its senior secured lender, Citizens Bank of Massachusetts, and in order to
avoid using the Company's resources in litigation, Mr. Cellura elected to resign
as the Chairman and CEO of the Company. However, between February 1999 and June
1999, new management was unable to deliver the reported new funding commitments,
and the Company proceeded to lose all of its assets and properties at the World
Golf Village, including the real estate it had acquired. In addition, Miller
Golf was sold to certain insiders of the Company, including its previous owner,




                                       9




in a private transaction for $1.2 million, although the Company had paid $4.3
million ($4 million in cash and $300,000 in stock) to acquire Miller Golf in
April 1998, little more than a year prior to the forced sale of Miller Golf by
the Company.

In June 1999, Mr. Cellura was re-appointed as Chairman and CEO of the Company.
Upon the resumption of his prior positions, $10 million in new funding
commitments were quickly established in order to take the Company forward, which
permitted the implementation of the Company's new IIT&E Internet marketing
strategies.

In late 1999, after the demise of the Company's golf-related products and
services operations, the Company repositioned itself as a value-added service
provider, specializing in business-to-business e-commerce applications,
distribution services, and on-line marketing solutions to the travel industry
worldwide. Through its wholly-owned subsidiary, OrbitTravel.com, Inc., the
Company refocused its efforts on the creation of an independent travel,
entertainment, and financial distribution and e-commerce business that
specialized in assisting travel suppliers and tourism destinations in promoting,
distributing and selling their products electronically to travel purchasers
worldwide, by means of the Internet, airline global distribution systems,
America Online, British Airways, and One World, an affiliation of the largest
airlines, private "intranets" and other electronic distribution networks.

Current Strategic Planning.

The Company intends currently to focus its efforts and business strategy on
seeking financing for its core business, internet-based technologies, as well as
product development and the distribution of related consumer products throughout
North America in 2004 and 2005. The Company intends to raise additional capital
in the form of equity and debt to fund the acquisition and growth of its recent
acquisitions, as described above, which could significantly change the capital
structure and cause a change of control in the Company.


(d) Employees.

As of December 31st, 2003, the Company has one full-time employee, Joseph R.
Cellura, who serves in the capacities of Chairman of the Board of Directors and
Chief Executive Officer. Since May 1, 2004, Frederick J. Alger, CPA, MBA has
served as interim Chief Financial Officer. In addition, Douglas R. Dollinger has
served the Company as Chief Legal Officer at various times since February 1999
through the current reporting period. During this time, Mr. Dollinger has been
significantly involved in the day-to-day management of the Company's business
and legal operations. (But see "Legal Proceedings," infra. See also Footnote 1,
supra.) The Company currently also has one consultant, Peter Chu, other than
professionals employed to address legal, accounting, audit and tax matters.

ITEM 2. DESCRIPTION OF PROPERTY.




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The Company's principal business office is located at 1990 South Bundy Drive,
Suite No. 650, Los Angeles, California 90025. The Company's telephone number is
(310) 740-6870. The Company occupies 500 square feet at this location. The
Company leases its office at a rate of $4,000.00 per month pursuant to a lease
expiring in June 2005. Future minimum lease payments are as follows:

2004: $48,000 2005: $24,000

Rent expense for the years ended December 31, 2003 and 2002 including the above
lease was $ 36,687.00 and $0.00.

The Company also maintains common services in affiliates' offices located in
Maitland, Florida, Roswell, Georgia, and New York City, New York. [See Financial
Information, infra.]

ITEM 3. LEGAL PROCEEDINGS.

I. Previously non-disclosed, Pending or Threatened Litigation. In regard to
pending or threatened litigation, the Company submits the following:

A. In early October 2001, the Company commenced suit in the United States
District Court for the Southern District of New York in which it sought to
recover $200 million in damages and other relief against Teakwood Ventures, LLC
and several related parties, including Aditha Reksono, Dilip Missand, Cambridge
Management Systems, Ltd., Global Systems Consulting, Ltd., the Europe
Corporation, AsiaGateway.com, Ltd., Lilijanti Sudarto and Ina Indrawati. The
claims included allegations of fraud, misrepresentation, breach of contract,
violation of RICO statutes, and other claims. On October 18, 2001, the Company
reached an overall settlement with the defendants, pursuant to which the shares
which had been issued to the defendants were to be returned to the Company. The
total number of shares of the Company's common stock to be returned in
accordance with the "Teakwood Settlement" was approximately 184,277,000 shares.


B. ORBIT BRANDS CORPORATION, a Delaware corporation, Itrex International
Corporation, a Delaware corporation, and Joseph R. Cellura, Plaintiffs, vs.
Douglas R. Dollinger, Joanne Bertolini, Dean E. Miller, etc., et al.,
Defendants, Los Angeles County Superior Court Case No. BC 309 942.

Nature of the Litigation: The Company, through its subsidiary, Itrex
International Corporation, and Mr. Cellura, personally, commenced suit against
the above-named individuals in the Superior Court of the State of California for
the County of Los Angeles, seeking damages for breach of fiduciary duty,
professional negligence, breach of contract, intentional interference with
business relations, negligent interference with business relations, intentional
infliction of emotional distress, negligent infliction of emotional distress,
and common counts, and an accounting. The Company anticipates that the suit will
be amended, possibly to add additional parties, as well as to include additional
claims against the original defendants.




                                       11




As noted in Item 1, "Description of Business," Footnotes 1 and 2, supra, despite
its best efforts, the Company has been unable to obtain certain books and
records in the custody and possession or under the control of its Chief Legal
Officer, Douglas R. Dollinger, who has to date, despite numerous requests and
demands made by and on behalf of the Company, failed and refused to deliver such
books and records to the Company. The Company has continued to demand the
turnover of such books and records, inter alia, and has commenced the referenced
litigation against Mr. Dollinger, among others, for the failure and refusal to
return these documents to the Company, among other claims asserted against Mr.
Dollinger in the lawsuit.

During the past two years, the Company did not file its 2002 and 2003 tax
returns, nor did it file its SEC Form 10-KSB, Form 10-Q, or Form 8-K reports, as
they were due, or other securities reports and filings, due to certain internal
communication problems, inter alia, with Mr. Dollinger. As the Company's Chief
Legal Officer, Mr. Dollinger was responsible for the Company's Delaware
franchise tax filings, as well as its federal and state income tax returns and
all federal and state securities reports and filings, none of which, as noted
above, were filed during the years in question. (See "Controls and Procedures,"
infra.) The Company is further informed and believes that Mr. Dollinger has
attempted to intervene in the Company's efforts to bring itself back into
compliance with its regulatory reporting and filing obligations, and that Mr.
Dollinger also has contacted a number of the Company's professionals to
discourage their completion of their engagement(s) to do so during the past
several months. These matters may constitute additional material facts and
issues in the above-referenced litigation against Mr. Dollinger.

Progress to Date: The Company filed the Complaint on February 2, 2004. None of
the defendants has yet answered the Complaint or otherwise filed a response, but
none of the defendants is yet in default. The Company intends to vigorously
prosecute the suit against all of the named defendants.

Evaluation Outcome: The total amount of damages claimed by the Company exceeds
$1 million. It is not possible to predict the outcome of the lawsuit or the
amount of damages, if any, that the Company may be able to recover against the
defendants. B. Dean E. Miller, Plaintiff, vs. Orbittravel.Com Corporation and
Joseph R. Cellura, Defendants; ORBIT BRANDS CORPORATION and Joseph R. Cellura,
Counterclaimants, vs. Dean E. Miller, Counter-Defendant, Delaware Court of
Chancery Case No. CA 253-N.

C. Nature of the litigation: The Company and Mr. Cellura are named as defendants
in this suit, which was filed in Delaware Chancery Court by a former employee of
the Company, Dean Miller, who was terminated in or about 2001. Mr. Miller also
is a minority shareholder in the Company. Neither the Company nor Mr. Cellura
were served with the lawsuit, although they discovered through an audit that the
lawsuit was filed in Delaware on February 13, 2004 and purportedly served on the
Company's designated agent for service of process on February 26, 2004. The suit
is based upon an alleged failure to hold annual stockholders meetings, and
further alleges claims for breach of fiduciary duties, and misappropriation and
embezzlement of funds and securities.




                                       12




Progress to Date: Despite the fact that the Company and Mr. Cellura learned of
the existence of the lawsuit by chance, they have answered the lawsuit and filed
their own counterclaim against Mr. Miller in the Chancery Court, seeking
declaratory relief to the effect that Mr. Miller's claims are wholly without
merit and that he lacks standing to assert them. Both the Company and Mr.
Cellura categorically deny each and all of Mr. Miller's contentions, and they
each intend to vigorously defend the lawsuit and to prosecute their
counterclaims against Mr. Miller and third- party claims against parties in
addition to Mr. Miller, as deemed appropriate.

Evaluation Outcome: Based upon the recency of the commencement of the lawsuit,
it is not possible to predict the outcome of the lawsuit or the amount of
damages, if any, for which the defendants could be determined to be liable.

II. Unasserted Claims and Assessments. The Company currently is unaware of any
unasserted claims or assessments contemplated against the Company which are not
discussed elsewhere in this Report.

III. Other Matters. With regard to other matters, please be advised that the
Company is aware of no other threatened lawsuits or claims.

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

In July 2003, under Delaware General Law 228, the Company received approval from
greater than 51% of the Company's issued and outstanding common shares held by
less than 9 shareholders approving the following actions:

-- To authorize the proposed change of the Company's name to ORBIT BRANDS
CORPORATION in order to more accurately reflect the business of the Company
[this occurred formally as of March 18, 2004];

-- To authorize the reverse split of the Company's stock 500 to 1 at year end
2003 [this was deferred to 2004];

-- To change the Company's auditors; and

-- To authorize the change in the Company's stock transfer agent [this also was
deferred until April 2004].

In April 2004, under Delaware General Law 228, the Company received approval
from greater than 51% of the Company's issued and outstanding common shares held
by less than 9 shareholders approving the following actions:

-- To authorize and approve the election of a third-Director to fill a vacancy
in the Company's Board of Directors;

-- To adopt and approve an amendment to the Company's Amended Certificate of
Incorporation to ratify the change of the Company's name to ORBIT BRANDS
CORPORATION and to increase the total number of shares the Company is authorized
to issue to two billion (2,000,000,000) shares of common stock, at $.001 par
value per share, and ten million (10,000,000) shares of preferred series A




                                       13




stock, at $.001 par value per share;

-- To ratify the prior appointment of the Company's auditors, based upon the
discretion of the Company's Board of Directors;

-- To appoint various professionals as the Company's General Counsel, SEC
Counsel, and Delaware Counsel;

-- To authorize the Company's participation in certain legal proceedings, as
described above;

-- To ratify the prior appointment of an escrow agent for certain of the
Company's common stock beneficially owned by the "Teakwood Group" of the
Company's shareholders;

-- To approve a proposed financing transaction between the Company, certain of
its shareholders and a qualified third party lender, and to authorize the
negotiation of additional financing opportunities deemed advisable by the Board
of Directors;

-- To authorize the Company to enter into transactions to acquire SMARTVoice
Telecommunications, Inc. and Malibu Beach Beverage Company, Inc., as described,
infra;

-- To ratify the prior formation, transactions and activities of Itrex, and of
Itrex with the Company;

-- To approve and authorize the Company to enter into a proposed settlement of
certain legal proceedings known and identified as the "Guerin Action";

-- To approve and authorize the filing of registration statements with the
Securities and Exchange Commission ("SEC") for public offerings of the
securities of SMARTVoice and MBB, in the discretion of the Board of Directors;

-- To authorize the Board of Directors, in its discretion, to cause the Company
to file for relief under the applicable provisions of the United States
Bankruptcy Code, if necessary; and

-- To ratify, confirm and approve prior actions taken by any officer or director
of the Company in furtherance of the foregoing resolutions.




                                       14




                                    PART II


ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

On May 31st, 2004, the Company had approximately 600 stockholders of record of
its common stock. The Company has not declared or paid any dividend on its
common stock since its inception. The Company does not anticipate declaring or
paying any dividends on its common stock for the foreseeable future.

The Company's common stock was de-listed on March 22, 1999 from the NASDAQ's
National Market System ("NMS"), and traded on the "Bulletin Board" until on or
about June 1, 2003, when it was delisted. Thereafter, the Company's stock has
since been traded on the "Pink Sheets." The Company intends to list its common
stock on the Bulletin Board, but it cannot assure it will be able to do so. (SEE
"Risk Factors".)

The quotations set forth herein may reflect inter-dealer prices, without retail
market, mark-down or commission, and may not represent actual transactions.

Its common stock has been traded over-the-counter under the symbol "OBTV". The
following table sets forth the quarterly high and low sales prices per share of
the Company's common stock as reported on the over-the-counter market:

Source of Quotations: NASDAQ Electronic Market Quotation System.


                                  Closing Price

Per Share
Period or Quarter                                 High    Low
First Quarter 2001 .............................. .015   .003
Second Quarter 2001.............................. .009   .001
Third Quarter 2001............................... .009   .001
Fourth Quarter 2001.............................. .004   .001
First Quarter 2002 .............................. .000   .000
Second Quarter 2002.............................. .000   .000
Third Quarter 2002............................... .000   .000
Fourth Quarter 2002.............................. .004   .004
First Quarter 2003 .............................. .002   .002
Second Quarter 2003 ............................. .004   .003
Third Quarter 2003 .............................. .002   .002
Fourth Quarter 2003 ............................. .004   .004

On March 1, 2002, the last reported sales price of the Company's common stock on
the over-the-counter market was $.002 per share.

Recent Sales of Unregistered Securities




                                       15




During the period January 1, 2001 through May 31st, 2004, the Company issued, by
itself, and through its affiliate (and subsequently wholly-owned subsidiary)
Itrex an aggregate of approximately $7,850,472 of unregistered convertible
debentures to approximately 162 investors and service providers, convertible
into the Company's common stock (the "Debentures"). Approximately $239,940.76 of
the proceeds from the sale of the Debentures was used to fund the working
capital of SMARTVoice, which subsequently became the Company's wholly-owned
subsidiary. (See "Business of the Company", MD&A, and "Financial Information").
Approximately $730,530.00 of the proceeds from the sale of the Debentures was
used to fund the working capital of the Company. (See Business of the Company",
MD&A, and "Financial Information") Approximately $100,000 of the proceeds from
the sale of the Debentures was used to fund the working capital of Malibu Beach
Beverage Group, LLC, an entity 25% beneficially owned by the Company's Chairman
and Chief Executive Officer Joseph R.Cellura, and from whom Itrex subsequently
obtained certain rights to receive revenue in the form of royalties (See
Business of the Company", MD&A, and "Financial Information"). The Company
believes, but cannot assure that these transactions were exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended (the
"Act"), in that the Company believes that each transaction met the criteria for
the private placement exemption provided by Section 4(2). No underwriters were
used in these transactions, nor were any commissions paid to anyone by the
Company. The amount purchased or value for services rendered, the date of
transaction, the type and amount of consideration received by the Company, the
conversion rates, and the uses of proceeds are set forth in the table below:

                                              2001
   Title of Transaction             Amount           Consideration         Conversion    Use of Proceeds

Convertible Promissory Note       2,000,000               NA                   0.15  General Working Capital

Convertible Promissory Note       1,500,000               NA                  0.045  General Working Capital

Convertible Promissory Note       7,500                   NA                  0.045  General Working Capital

Convertible Promissory Note       7,500                   NA                  0.045  General Working Capital

Convertible Promissory Note       75,000                  NA                  0.015  General Working Capital

Convertible Promissory Note       130,000                 NA                  0.015  General Working Capital

Convertible Promissory Note       600,000                 NA                  0.015  General Working Capital

Convertible Promissory Note       25,000                  NA                  0.045  General Working Capital

Convertible Promissory Note       450,000                 NA                  0.045  General Working Capital

Convertible Promissory Note       7,500                   NA                  0.045  General Working Capital

Convertible Promissory Note       100,000                 NA                  0.045  General Working Capital

Convertible Promissory Note       7,500                   NA                  0.045  General Working Capital

Convertible Promissory Note       34,840                  NA                  0.035  General Working Capital

Convertible Promissory Note       50,000                  NA                  0.035  General Working Capital

Convertible Promissory Note       50,000                  NA                  0.035  General Working Capital

Convertible Promissory Note       138,133                 NA                  0.035  General Working Capital

Convertible Promissory Note       435,503                 NA                  0.035  General Working Capital

Convertible Promissory Note       8,710                   NA                  0.035  General Working Capital

Convertible Promissory Note       8,710                   NA                  0.035  General Working Capital

Convertible Promissory Note       104,521                 NA                  0.035  General Working Capital

Convertible Promissory Note       384,471                 NA                  0.035  General Working Capital
____________________________________________________________________________________________________________
Total                             6,124,889



                                              2002
Date      Title of Transaction             Amount           Consideration     Conversion    Use of Proceeds

11/07/02  Convertible Promissory Note    $ 100,000.00       $  50,000.00         0.0150  General Working Capital




                                       16




12/17/02  Convertible Promissory Note    $ 60,000.00        $  30,000.00         0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 25,000.00        $  25,000.00                0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 10,000.00        $  10,000.00                0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 15,000.00        $  15,000.00                0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 10,000.00        $  10,000.00                0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 7,000.00         $  7,000.00                 0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 5,000.00         $  5,000.00                 0.0150  General Working Capital

08/01/02  Convertible Promissory Note    $ 1,500.00         $  1,500.00                 0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 378,121.00              Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 40,000.00               Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 50,000.00               Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 171,524.00              Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 75,000.00               Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 40,000.00               Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 75,000.00               Services             0.0150  General Working Capital

01/01/02  Convertible Promissory Note    $ 604,000.00              Services             0.0454  General Working Capital

01/01/02  Convertible Promissory Note    $1,200,000.00             Services             0.0020  General Working Capital

01/01/02  Convertible Promissory Note    $ 256,000.00              Services             0.0454  General Working Capital

01/01/02  Convertible Promissory Note    $ 450,000.00              Services             0.0454  General Working Capital

01/01/02  Convertible Promissory Note    $ 256,000.00              Services             0.0454  General Working Capital
_______________________________________________________________________________________________________________________
          Total                          $3,829,145.00      $153,500.00



Date   Title of Transaction                    Shares             Stock             Type of Stock

          Common Stock from Promissory
10/15/02  Notes                            1,435,121           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            1,435,121           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            1,435,121           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            2,152,681           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            1,000,000           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            1,435,121           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            1,435,121           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            3,964,758           Common            Unrestricted
          Common Stock from Promissory
10/15/02  Notes                            12,500,000          Common            Unrestricted
          Common Stock from Promissory
11/05/02  Notes                            250,000             Common            Unrestricted
          Common Stock from Promissory
11/05/02  Notes                            250,000             Common            Unrestricted
          Common Stock from Promissory
11/05/02  Notes                            3,000,000           Common            Unrestricted
          Common Stock from Promissory
11/05/02  Notes                            11,035,242          Common            Unrestricted
_____________________________________________________________________________________________
          Total                            41,328,286

          Common Stock from Promissory
10/15/02  Notes                            12,500,000          Common            Restricted issued without legend
_________________________________________________________________________________________________________________
          Total                            53,828,286



                                                         2003
Date      Title of Transaction                Amount           Consideration         Conversion    Use of Proceeds


02/07/03  Convertible Promissory Note     $  40,000.00            $  20,000.00          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  60,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  26,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  26,000.00                Services          0.015  General Working Capital




                                       17




01/01/03  Convertible Promissory Note     $  20,000.00                Services          0.015  General Working Capital
06/09/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
06/25/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  25,000.00                Services          0.015  General Working Capital
07/01/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
07/08/03  Convertible Promissory Note     $  80,000.00            $  40,000.00          0.015  General Working Capital
12/14/03  Convertible Promissory Note     $  100,000.00           $  50,000.00          0.015  General Working Capital
06/02/03  Convertible Promissory Note     $  20,000.00            $  10,000.00          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  75,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  50,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  50,000.00                Services          0.015  General Working Capital
10/21/03  Convertible Promissory Note     $  4,000.00             $   2,000.00          0.015  General Working Capital
10/20/03  Convertible Promissory Note     $  6,000.00             $   3,000.00          0.015  General Working Capital
11/10/03  Convertible Promissory Note     $  10,130.00            $   5,000.00          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  75,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  75,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  75,000.00                Services          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  40,000.00                Services          0.015  General Working Capital
12/15/03  Convertible Promissory Note     $  3,000.00             $   1,500.00          0.015  General Working Capital
01/01/03  Convertible Promissory Note     $  3,000.00                 Services          0.015  General Working Capital
12/29/03  Convertible Promissory Note     $  20,000.00            $  10,000.00          0.015  General Working Capital
12/17/03  Convertible Promissory Note     $  50,000.00            $  25,000.00          0.015  General Working Capital
12/31/03  Convertible Promissory Note     $  2,000.00             $   1,000.00          0.015  General Working Capital
12/12/03  Convertible Promissory Note     $  4,000.00             $   2,000.00          0.015  General Working Capital
12/16/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
12/16/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
12/16/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
12/16/03  Convertible Promissory Note     $  6,600.00             $   3,300.00          0.015  General Working Capital
12/16/03  Convertible Promissory Note     $  3,000.00             $   1,500.00          0.015  General Working Capital
12/29/03  Convertible Promissory Note     $  10,000.00            $   5,000.00          0.015  General Working Capital
______________________________________________________________________________________________________________________
          Total                          $1,018,730.00            $ 209,300.00



Date      Title of Transaction                  Shares        Consideration      Conversion    Use of Proceeds

03/28/03  Common Stock Purchase Warrants     25,000,000.00    Services                         General Working Capital
03/28/03  Common Stock Purchase Warrants     75,000,000.00    Services                         General Working Capital
______________________________________________________________________________________________________________________
          Total                             100,000,000.00



                                                              2004
Date   Title of Transaction                       Amount           Consideration      Conversion    Use of Proceeds

12/30/03  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
01/12/04  Convertible Promissory Note      $  12,454.28           $    6,227.14          0.015  General Working Capital
01/12/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/12/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/12/04  Convertible Promissory Note      $   5,000.00           $    2,500.00          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  15,600.00           $    7,800.00          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  50,000.00                Services          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  50,000.00                Services          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  50,000.00                Services          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  60,000.00                Services          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $ 300,000.00                Services          0.015  General Working Capital
01/14/04  Convertible Promissory Note      $  60,000.00                Services          0.015  General Working Capital
01/18/04  Convertible Promissory Note      $  50,000.00           $   25,000.00          0.015  General Working Capital
01/18/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/22/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/18/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/20/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital




                                       18




01/20/04  Convertible Promissory Note      $  40,000.00                Services          0.015  General Working Capital
01/20/04  Convertible Promissory Note      $  18,000.00                Services          0.015  General Working Capital
01/20/04  Convertible Promissory Note      $   2,000.00                Services          0.015  General Working Capital
01/26/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
01/26/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/26/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
01/26/04  Convertible Promissory Note      $   6,000.00           $    3,000.00          0.015  General Working Capital
01/26/04  Convertible Promissory Note      $   1,000.00           $      500.00          0.015  General Working Capital
01/28/04  Convertible Promissory Note      $   8,000.00           $    4,000.00          0.015  General Working Capital
01/28/04  Convertible Promissory Note      $   1,000.00           $      500.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  10,000.00           $    2,000.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $   5,000.00           $    2,500.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
02/10/04  Convertible Promissory Note      $  15,000.00           $    7,500.00          0.015  General Working Capital
02/10/04  Convertible Promissory Note      $  15,000.00           $    7,500.00          0.015  General Working Capital
02/10/04  Convertible Promissory Note      $  75,000.00           $   37,500.00          0.015  General Working Capital
02/11/04  Convertible Promissory Note      $  20,250.00           $   10,125.00          0.015  General Working Capital
02/11/04  Convertible Promissory Note      $  21,038.00                Services          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  75,000.00                Services          0.015  General Working Capital
02/20/04  Convertible Promissory Note      $  15,000.00           $    7,500.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $   1,600.00           $      800.00          0.015  General Working Capital
01/30/04  Convertible Promissory Note      $  25,000.00                Services          0.015  General Working Capital
01/31/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
01/31/04  Convertible Promissory Note      $     500.00           $      250.00          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $  16,000.00           $    8,000.00          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $  74,000.00           $   37,000.00          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $ 290,000.00                Services          0.015  Licensing Agreement
03/12/04  Convertible Promissory Note      $ 200,000.00                Services          0.015  Subsidiary Funding
03/12/04  Convertible Promissory Note      $  50,000.00                Services          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $  50,000.00                Services          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $   5,000.00                Services          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $   2,500.00                Services          0.015  General Working Capital
03/12/04  Convertible Promissory Note      $   2,500.00                Services          0.015  General Working Capital
03/24/04  Convertible Promissory Note      $  91,055.06           $   47,527.53          0.015  General Working Capital
03/26/04  Convertible Promissory Note      $ 200,000.00           $  100,000.00          0.015  General Working Capital
03/30/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
03/30/04  Convertible Promissory Note      $  22,000.00           $   11,000.00          0.015  General Working Capital
03/30/04  Convertible Promissory Note      $  18,000.00           $    9,000.00          0.015  General Working Capital
03/31/04  Convertible Promissory Note      $   5,000.00                Services          0.015  General Working Capital
04/01/04  Convertible Promissory Note      $   3,500.00                Services          0.015  General Working Capital
04/20/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
04/20/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
04/26/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
04/30/04  Convertible Promissory Note      $   4,000.00           $    2,000.00          0.015  General Working Capital
04/30/04  Convertible Promissory Note      $   2,000.00           $    1,000.00          0.015  General Working Capital
04/30/04  Convertible Promissory Note      $  24,000.00           $   12,000.00          0.015  General Working Capital
04/30/04  Convertible Promissory Note      $   2,000.00           $    1,000.00          0.015  General Working Capital
04/30/04  Convertible Promissory Note      $  20,000.00           $   10,000.00          0.015  General Working Capital
04/30/04  Convertible Promissory Note      $  10,000.00           $    5,000.00          0.015  General Working Capital
03/29/04  Convertible Promissory Note      $   1,000.00           $      500.00          0.015  General Working Capital
03/31/04  Convertible Promissory Note      $   1,600.00           $      800.00          0.015  General Working Capital
03/31/04  Convertible Promissory Note      $   6,000.00           $    3,000.00          0.015  General Working Capital
03/30/04  Convertible Promissory Note      $   2,000.00           $    1,000.00          0.015  General Working Capital




                                       19




03/29/04  Convertible Promissory Note      $   2,000.00           $    1,000.00          0.015  General Working Capital
05/19/04  Convertible Promissory Note      $  12,000.00           $    6,000.00          0.015  General Working Capital
05/19/04  Convertible Promissory Note      $  15,000.00           $    7,500.00          0.015  General Working Capital
05/19/04  Convertible Promissory Note      $   1,000.00           $      500.00          0.015  General Working Capital
05/10/04  Convertible Promissory Note      $   4,000.00           $    2,000.00          0.015  General Working Capital
05/10/04  Convertible Promissory Note      $   5,000.00           $    2,500.00          0.015  General Working Capital
05/10/04  Convertible Promissory Note      $   4,000.00           $    2,000.00          0.015  General Working Capital
05/19/04  Convertible Promissory Note      $   6,000.00           $    3,000.00          0.015  General Working Capital
05/10/04  Convertible Promissory Note      $   4,000.00           $    2,000.00          0.015  General Working Capital
05/10/04  Convertible Promissory Note      $  30,000.00           $   15,000.00          0.015  General Working Capital
05/26/04  Convertible Promissory Note      $ 250,000.00           $  155,000.00          0.015  General Working Capital
05/26/04  Convertible Promissory Note      $ 240,000.00                Services          0.050  Preferred Vendor Terms
_______________________________________________________________________________________________________________________
              Total                       $3,002,597.00           $  730,530.00

As described above, the responsibility for all of the Company's corporate
governance, the Company's filing and payment of its local, state and federal tax
returns and taxes, the Company's preparation and filing of its quarterly and
annual federal securities reports and related periodic filings, the Company's
issuance of legal opinions regarding a variety of subjects, and the Company's
maintenance and preservation of its books and records, all had reposed in the
Company's Chief Legal Officer, Mr. Douglas R. Dollinger, up to and including
October 2003.

The relationship between Mr. Dollinger and the Company became strained in 2003,
and by October 2003, it had become sufficiently problematic that the Company
determined that changes were mandated, particularly after the Company received
certain communications from Mr. Dollinger on or about October 14, 2003. At that
point, the Company sought to retrieve its books and records and other documents
in Mr. Dollinger's possession or control. After a number of unsuccessful
attempts to obtain the Company's books and records from Mr. Dollinger, the
Company embarked on a course of reconstructing its books and records
independently of Mr. Dollinger and his "administrative assistant," Ms. Joanne
Bertolini.

During the course of the following months, through March 2004, the Company began
to take the necessary actions to file its hitherto unfiled corporate tax
returns, pay its corporate franchise taxes, revive its corporate charter and
reinstate its good standing in the State of Delaware, and defend litigation in
the Delaware Court of Chancery brought by a terminated former employee and
minority shareholder, Dean E. Miller. In addition, the Company resuscitated its
relationships with its stock transfer agent, its outside accountants and its
outside auditors, all of whom had suspended or terminated their engagements with
the Company based on lack of communication and/or failure to pay their
respective professional fees and expenses. The Company thereupon undertook to
bring itself back into compliance with applicable securities laws and
regulations, beginning with its Form 10-KSB filing for the 2003 calendar year.

Prior to these events, on or about August 22nd, 2003, a majority of the
shareholders of the Company, acting pursuant to written consent in lieu of
notice under Delaware General Corporate Law Section 228, approved the change in
the Company's auditors to the firm of Stark Winter Schenkein & Co., LLP, as well




                                       20




as the change in the Company's name from OrbitTRAVEL.com Corporation to ORBIT
BRANDS CORPORATION. Both of these changes were disclosed in the filing of an SEC
Form 8-K on or about August 22nd, 2003. Mr. Dollinger personally prepared and/or
was aware of each of these documents at the time they were executed or filed.
The Form 8-K was provided to the Company's outside accountants, Kingery, Crouse
& Hohl, P.A. for preparation for filing, and subsequent filing, with the SEC.

With respect to the Company's preferred stock, on October 16, 2003, Mr. Cellura
notified the Board of Directors that he intended to convert a portion of the
Company's $3.4 million indebtedness to him to preferred stock. Unbeknownst to
Mr. Cellura or the Company at that time, among many other duties and
responsibilities which the Company ultimately learned Mr. Dollinger had not
performed in 2002 and 2003, the Company's certificate of incorporation had never
been amended to authorize the issuance of preferred stock in accordance with the
June 24, 1999 Settlement Agreement between the Company and Mr. Cellura. As a
result, no action could be taken at that time to cause the issuance of preferred
stock to Mr. Cellura.

Thereafter, following the Company's renewal of its good standing in the State of
Delaware and the resolution of its relationship with its stock transfer agent,
inter alia, on April 29, 2004, a majority of the shareholders of the Company,
acting pursuant to written consent in lieu of notice under Delaware General
Corporate Law Section 228, approved an amendment to the Company's Certificate of
Incorporation which authorized 10,000,000 shares of Series A Preferred Stock.

During April 2004 the Company amended its Articles of Incorporation to increase
its authorized capital to 2,000,000,000 shares of $.001 par value common stock
and 10,000,000 shares of $.001 par value preferred stock. The Company also
authorized the designation of Series A convertible preferred stock as follows:

        (a) Designation. The series of Preferred Stock created hereby shall be
designated the "Series A Preferred Stock".

        (b) Authorized Shares. The number of shares of Series A Preferred Stock
shall be Ten Million (10,000,000) Shares.

        (c) Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, after setting
apart or paying in full the preferential amounts due to holders of senior
capital stock, if any, the holders of Series A Preferred Stock and parity
capital stock, if any, shall be entitled to receive, prior and in preference to
any distribution of any of the assets or surplus funds of the Corporation to the
holders of junior capital stock, including Common Stock, an amount equal to the
market value of the Series A Preferred Stock as of such date divided by the
number of common shares into which this series of preferred stock converts per
share, plus accrued and unpaid dividends (the "Liquidation Preference"). If upon
such liquidation, dissolution or winding up of the Corporation, the assets of
the Corporation available for distribution to the holders of the Series A
Preferred Stock and parity capital stock, if any, shall be insufficient to
permit in full the payment of the Liquidation Preference, then all such assets
of the Corporation shall be distributed ratably among the holders of the Series




                                       21




A Preferred Stock and parity capital stock, if any. Neither the consolidation or
merger of the Corporation, nor the sale, lease or transfer by the Corporation of
all or a part of its assets, shall be deemed a liquidation, dissolution or
winding up of the Corporation, for purposes of this Section ( c ).

        (d) Dividends. The Series A Preferred Stock shall not be entitled to
receive any dividends.

        (e) Conversion Rights. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder, into 100:1 fully paid and
nonassessable shares of the Corporation's Common Stock, provided, however, that
such conversion would not violate any applicable federal, state or local law,
rule, or regulation, or any judgment, writ, decree or order binding upon the
Corporation or the holder, or any provision of the Corporation's or the holder's
Amended Articles of Incorporation or Bylaws, nor conflict with or contravene the
provisions of any agreement to which the Corporation or the holder are parties,
or by which they are bound. Said conversion rate shall be subject to equitable
adjustment at the reasonable discretion of the Board of Directors of the
Corporation in the event of the occurrence of capital events which make such
adjustment appropriate, such as a dividend payable in shares of common stock,
combinations of the common stock, a merger or consolidation, or the like.

        (i) Conversion Procedure.

        The holder shall effect conversions by surrendering the certificate(s)
        representing the Series A Preferred Stock to be converted to the
        Corporation, together with a form of conversion notice satisfactory to
        the Corporation, which shall be irrevocable. If the holder is
        converting less than all of the shares of Series A Preferred Stock
        represented by the certificate tendered, the Corporation shall
        promptly deliver to the holder a new certificate representing the
        Series A Preferred Stock not converted. Not later than five (5)
        trading days after the conversion date, the Corporation shall deliver
        to the holder a certificate or certificates, which shall be subject to
        restrictive legends and trading restrictions required by law,
        representing the number of shares of Common Stock being acquired upon
        the conversion; provided, however, that the Corporation shall not be
        obligated to issue such certificates until the Series A Preferred
        Stock is delivered to the Corporation. If the Corporation does not
        deliver such certificate(s) by the date required under this paragraph
        (e)(I), the holder shall be entitled, by written notice to the
        Corporation at any time on or before receipt of such certificate(s),
        to rescind such conversion.

        (ii) Value Maintenance and Reset Provision

        The number of common shares that this series of convertible preferred
        shares convert into is initially set as of the date of this
        certificate. The number of shares is calculated by taking the
        conversion ratio and multiplying the amount of common shares available
        per preferred share by the number of preferred shares designated by
        the preferred share certificate attached to this certificate. However,




                                       22




        this number shall be adjusted at the end of each month, or on any date
        upon which a demand for conversion occurs. The purpose of this
        provision is to maintain the original underlying value of the
        preferred shares on the date of the original issuance of the preferred
        shares. This will be accomplished using the following formula:

        One divided by the quotient of the common stock price on the day of
        conversion divided by the common stock price as of the original date
        of issuance of the preferred shares. This result shall be multiplied
        by the number of original common shares that the preferred shares
        could have been converted to, i.e., assume the original common stock
        price was $10, and the current stock price is $5. To convert the
        convertible shares today, the number of common shares per conversion
        would increase by the following formula: 1 ? ($5 per share ? $10 per
        share) = 2. Then multiply the original number of common shares that
        the preferred stock could have converted into by 2. However, in no
        case shall the preferred shares be convertible into a number of common
        shares that is less then the original number of common shares that the
        preferred shareholders had the right to convert into as of the date of
        issuance.

        (iii) Conversion Penalty.

        In the event the Corporation breaches its obligation to timely deliver
        the Common Stock on conversion, without limiting the shareholder's
        other rights and remedies, the Corporation shall pay to the
        shareholder $5.00 per day for each such breach for each 1000:1 shares
        of Common Stock subject to the conversion, with pro rata payments for
        amounts less than 1000:1 shares.

        (iv) Adjustments on Stock Splits, Dividends and Distributions.

        If the Corporation, at any time while any Series A Preferred Stock is
        outstanding, (a) shall pay a stock dividend or otherwise make a
        distribution or distributions on shares of its Common Stock payable in
        shares of its capital stock (whether payable in shares of its Common
        Stock or of capital stock of any class), (b) subdivide outstanding
        shares of Common Stock into a larger number of shares, (c) combine
        outstanding shares of Common Stock into a smaller number of shares, or
        (d) issue reclassification of shares of Common Stock into any shares
        of capital stock of the Corporation, the Conversion Ratio shall be
        adjusted by multiplying the number of shares of Common Stock issuable
        by a fraction, of which the numerator shall be the number of shares of
        Common Stock of the Corporation outstanding after such event and the
        denominator shall be the number of shares of Common Stock outstanding
        before such event. Any adjustment made pursuant to this paragraph
        (e)(iv) shall become effective immediately after the record date for
        the determination of stockholders entitled to receive such dividend or
        distribution, or immediately after the effective date in the event of
        a subdivision, combination or reclassification. Whenever the
        Conversion Ratio is adjusted pursuant to this paragraph, the
        Corporation shall promptly mail to the shareholder a notice setting
        forth the Conversion Ratio after such adjustment and a brief statement




                                       23




        of the facts requiring such adjustment.

        (v) Adjustments on Reclassifications, Consolidations and Mergers.

        In the event of a reclassification of the Common Stock or a
        consolidation or merger of the Corporation with or into another
        person, the sale or transfer of all or substantially all of the assets
        of the Corporation, or any compulsory share exchange pursuant to which
        the Common Stock is converted into other securities, cash or property,
        then each holder of Series A Preferred Stock then outstanding shall
        have the right thereafter to convert such Series A Preferred Stock
        only into the shares of stock or other securities or property
        receivable upon, or deemed to be held by holders of Common Stock
        following, such reclassification, consolidation, merger, sale,
        transfer or share exchange, and the holder shall be entitled upon such
        event to receive such amount of securities or property as the shares
        of the Common Stock into which such Series A Preferred Stock could
        have been converted immediately prior to such reclassification,
        consolidation, merger, sale, transfer or share exchange would have
        been entitled. The terms of any such consolidation, merger, sale,
        transfer or share exchange shall include such terms as are necessary
        or required in order to continue to give to the holder the right to
        receive the securities or property set forth in this paragraph (e)(v)
        upon any conversion following such consolidation, merger, sale,
        transfer or share exchange. This provision shall similarly apply to
        successive reclassifications, consolidations, mergers, sales,
        transfers or share exchanges.

        (vi) Fractional Shares; Issuance Expenses.

        Upon a conversion of Series A Preferred Stock, the Corporation shall
        not be required to issue stock certificates representing fractions of
        shares of Common Stock, but shall issue that number of shares of
        Common Stock which is rounded to the nearest whole number. The
        issuance of certificates for shares of Common Stock on conversion of
        Series A Preferred Stock shall be made without charge to the holder
        for any documentary stamp or similar taxes that may be payable in
        respect of the issuance or delivery of such certificate, provided that
        the Corporation shall not be required to pay any tax that may be
        payable in respect of any such transfer involved in the issuance
        and/or delivery of any such certificate upon conversion in a name
        other than that of the holder, and the Corporation shall not be
        required to issue or deliver such certificates unless or until the
        person or persons requesting the issuance thereof shall have paid to
        the Corporation the amount of such tax, or shall have established to
        the satisfaction of the Corporation that such tax has been paid.

        (f) Voting Rights. Except as otherwise expressly provided herein or as
required by law, the holders of shares of Series A Preferred Stock shall be
entitled to vote on any matters considered and voted upon by the Corporation's
Common Stock. The holders of Series A Preferred Stock shall be entitled to 100:1
votes per share of Series A Preferred Stock. Except as otherwise expressly




                                       24




provided herein or as required by law, the holders of Series A Preferred Stock
and the holders of Common Stock shall vote as separate classes.

        (g) Reservation of Shares of Common Stock. The Corporation covenants that
it will at all times reserve and maintain available out of its authorized and
unissued Common Stock, solely for the purpose of issuance upon conversion of
Series A Preferred Stock as herein provided, free from preemptive rights or any
other actual contingent purchase rights of persons other than the holders of
Series A Preferred Stock, such number of shares of Common Stock as shall be
issuable upon conversion of the outstanding Series A Preferred Stock. If at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all outstanding Series A Preferred Stock,
the Corporation shall take such corporate action as may be necessary to increase
the number of authorized shares of Common Stock which are required to satisfy
such purpose. The Corporation covenants that all shares of Common Stock that
shall be so issuable shall, upon issuance, be duly and validly authorized,
issued, fully paid and nonassessable.

        (h) No Reissuance of Series A Preferred Stock. No shares of Series A
Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise, shall be reissued, and all such shares shall be
cancelled, retired and/or eliminated from the shares of capital stock which the
Corporation shall be authorized to issue.

        (I) Mandatory Redemption. There shall be no mandatory redemption.

        (j) Assignment. There shall be no restrictions prohibiting a preferred
stock holder from assigning, pledging or hypothecating his, her or its preferred
shares.

Subsequently, on June 3, 2004, the Company's Board of Directors met and
determined that because the Company had been unable to pay in excess of
approximately $3,400,000 of accrued debt owed to Mr. Cellura as of December 31,
2003, based on previous and unpaid settlements, accrued and unpaid compensation
and expenses, and accrued and unpaid benefits, and because Mr. Cellura had
indicated that he was willing to forego payment of $750,000 of said indebtedness
in exchange for shares of convertible preferred stock of the Company, the
Company would be authorized to issue 5,000,000 shares of the Series A
convertible preferred stock to Mr. Cellura, in accordance with the Company's
Certificate of Designation of Series A Preferred Stock.

On or about February 21st, the Company entered into a Security Agreement and
Promissory Note with Sherman & Peabody, LLC ("S&P") (the "S&P Note"). Pursuant
to the S&P Agreement, S&P was to loan Itrex the sum of $250,000 for a period of
up to 365 days at an interest rate of 12% per annum., secured by shares of the
Company's common stock. S&P, however, only funded $155,000 of the $250,000, and
on or about June 5th, 2004, the Company and S&P reached a new agreement whereby
the S&P Agreement was rescinded, S&P received an unsecured promissory note in
the amount of the $155,000 it had paid the Company (the "S&P Replacement Note").
The S&P Replacement Note is convertible at S&P's option into either: (a) an
amount of cash equal to the 5-day average trailing price of the Company's common




                                       25




shares multiplied by 5,500,000; or (b) an amount of cash equal to 150% of the
outstanding balance owed by the Company to S&P. Additionally, S&P is entitled to
receive a 35% Loan Management

The Company believes that it took reasonable steps to ensure that each of the
offerees in these transactions was an accredited investor under Rule 501 of the
Securities Act. The Company believes, but cannot assure, that the above-
referenced recent sales of unregistered securities were effected in compliance
with applicable federal securities laws and state "blue sky" securities laws. In
the event that any of these transactions are, in the future, deemed not in
compliance with such laws, the Company may have to give rescission offers to
these securities holders. The acceptance of some or all of such rescission
offers (if any) may have a materially adverse effect on the Company's finances.

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

*** You should read the following discussion and analysis in conjunction with
the consolidated financial statements for 2002 and 2003 included in this Annual
Report on Form 10-KSB.

                            Overview and Background.

On December 5, 2002, through Itrex International Corporation, the Company
executed agreements for the acquisition of all of the stock of Snap-It
Technologies, a California company ("Snap-It")

On December 5, 2002, through its affiliate (and subsequently, its wholly-owned
subsidiary, Itrex International Corporation,) the Company executed agreements
for the acquisition of Snap-It Technologies, a California company which
developed, manufactured and distributed digital photograph kiosks. However,
following the completion of its due diligence, based upon its determination that
Snap-It Technologies had not developed its product distribution sufficiently to
warrant the Company's acquisition and proposed investment, the Company elected
to rescind the proposed acquisition.

On March 28, 2003, through its affiliate (and subsequently, its wholly-owned
subsidiary, Itrex International Corporation), the Company executed a definitive
acquisition agreement to acquire Malibu Beach Beverage Company, Inc. ("MBB
Co."). MBB Co. had been in business since 1998 as a specialty beverage
manufacturer of natural juice blends and teas. MBB Co. represented that it had
product distribution in 30 states across North America.

On November 26, 2003, Malibu Beach Beverage Group, LLC ("MBB Group") purchased
certain intellectual property rights from Amy L. Goldman, the duly appointed,
qualified and acting Chapter 7 Trustee of the bankruptcy estate of MBB, Inc. in
that certain Chapter 7 bankruptcy case pending in the United States Bankruptcy
Court for the Central District of California, San Fernando Valley Division, In
re: Malibu Beach Beverage Co., Inc., Debtor, Case No.: SV 01- 17743-AG,
including the right to use the trade name of "Malibu Beach Beverage Company,"
among other assets (the "Rights"), for a purchase price of $20,000. MBB Group is
a Delaware limited liability company in which Joseph R. Cellura, the Company's




                                       26




Chairman, Chief Executive Officer and majority shareholder, owns a 25% interest.

On or about March 14th, 2004, Malibu Beach Beverage Group, LLC, a Delaware LLC
("MBBG") entered into a tripartite licensing agreement with the Company and
Itrex (the "Tripartite Agreement"). Under the terms and conditions of the
Tripartite Agreement, the Company agreed to loan MBBG the sum of $290,000 for
working capital, and Itrex, the Company's wholly-owned subsidiary, agreed to
accept from MBBG a total of 80 % of the royalties derived from the sale of
alcoholic beverages and mixers (the "Products"). Pursuant to a separate
promissory note, MBBG agreed to repay to Itrex the sum of $100,000, plus
interest, in consideration for a $100,000 loan from Itrex to MBBG made on or
about March 29th, 2004. Pursuant to the terms of the Tripartite Agreement, MBBG
agreed to perform the research, development, administration, marketing, and
distribution of the Products. The Company's Chairman and CEO, Joseph Cellura,
holds a 25% membership interest in MBBG, entitling him to receive 25% of any and
all MBBG distributions to its members (if any).

SMARTVoice was incorporated on December 18th, 2003 while on going negotiations
where being conducted to acquire the rights to assets and intellectual property
of another company. SMARTVoice formally became a wholly-owned subsidiary of the
Company on May 25th, 2004. Prior to that date, it was an affiliate of the
Company, and between December 16th 2003 and May 30th 2004, the Company caused
certain of its convertible debenture holders to invest approximately $394,940
into SMARTVoice for use as working capital for both itself and those of the
Company on or about May 25th, 2004, SMARTVoice Telecommunications Incorporated,
a Georgia Corporation ("SMARTVoice Ga.") affiliated with SMARTVoice sold all of
its right, title and interest in all intellectual property of the Voice over
Internet Protocol ("VoIP") division of SMARTVoice Ga., including but not limited
to any and all copyrights and applications therefore, patents and applications
therefore, trademarks and applications therefore, licensing, technology,
proprietary information, software, formulas, and any other claimed proprietary
information, and any other tangible and intangible intellectual property of the
VoIP division of SMARTVoice Georgia. On January 1, 2004 SMARTVoice executed
Executive employment agreements with Charles P. Shuster, as Chairman and CEO of
SMARTVoice and Frederick Alger as Chief Financial Officer of SMARTVoice.
Additionally the SMARTVoice Board of Directors met on January 6, 2004 and
authorized the offer of Executive employment agreement to Robert Barkley for the
position of Senior Vice President of Business Development. The compensation has
been deferred for all executive employment agreements of SMARTVoice. The Company
has formed a compensation committee to review the terms of the Executive
employment agreements. The Company intends to have SMARTVoice succeed to the
business plan of SMARTVoice Ga. as set forth herein.

SMARTVoice will seek to develop and market telecommunication technology for IP
telephony and applications. IP Telephony is the technology of using the Internet
to transport voice conversations.

SMARTVoice intends to be an IP Telephony service provider with two product
lines: (1) internet protocol telephone devices and communication services, and
(2) hosted services which implement the functionality of a private branch
exchange, or PBX, over data networks. Its first product line will include analog




                                       27




telephone adaptors and communication software and services that work over
broadband networks. SMARTVoice expects to sell internet protocol telephony
software and services that will enable its customers to provision and use voice
communication services with IP telephones and other end-point devices.
SMARTVoice has established its website at "www.smartvoice-ip.com".

The Company intends currently to focus its efforts and business strategy on
seeking financing for its core business, internet-based technologies, as well as
product development and the distribution of related consumer products throughout
North America in 2004 and 2005.

                                    M, D & A

                           FORWARD-LOOKING STATEMENTS


This Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act, including our statements
regarding factors that could impact our gross margins; our cost estimates under
contracts accounted for using the percentage of completion method; efforts to
raise additional financing; commitment of resources, and reduction in operating
costs including the possible sale or cessation of certain business segments and
the possible further reduction of personnel and suspension of salary increases
and capital expenditures. You should not place undue reliance on these
forward-looking statements. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors, including our good faith assumptions being incorrect, our business
expenses being greater than anticipated due to competitive factors or
unanticipated development or sales costs; revenues not resulting in the manner
anticipated due to a continued slow down in technology spending, particularly in
the telecommunications market; our failure to generate investor interest or to
sell certain of our assets or business segments. The forward-looking statements
may also be impacted by the additional risks faced by us as described in this
Report, including those set forth under the section entitled Factors that May
Affect Future Results. All forward-looking statements included in this Report
are based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements.

Since February 2000 the company had begun a new product development program in
certain segments of the travel industry as a content provider in kids travel,
entertainment travel, technology information and financial information products
& services for the internet, broadband, third generation wireless and PDA
applications. Through 2000, as a content provider and distribution vehicle,
along with our Global Distribution System, management considered the company to
be in a unique position to deliver its new products and services to market. As
significant changes in the dot com market have evolved, beginning in late 2000
through the present, we have been negatively impacted and have had to
reestablish our focus to capitalize and deploy our financial products, Brokerage
Bar and X-change software, as our primary product focus. We will attempt to spin
off Orbittravelkids.com as a separate public entity which will contain certain




                                       28




joint content distribution partners. To date, we have been unsuccessful in our
attempts to secure certain seized assets we will begin the process of a spin off
or sale of Travelfile in the wholly owned subsidiary Orbittravel.com Inc.

Between January of 2001 and December of 2003, the company was unable to operate
due to legal proceedings and the corresponding impact on the ability of the
company to secure adequate financing to fund operations.

Risk Factors.

Investing in the Company's securities involves a high degree of risk. An
investor should carefully consider the following factors and other information
in this Annual Report on Form 10-KSB, including the Company's consolidated
financial statements and related notes, before making a decision to invest in
the Company's securities. Additional risks and uncertainties, including those
generally affecting the market in which the Company operates or that the Company
currently deems immaterial, may also impair the Company's current or future
business. The Company has a history of losses and therefore cannot assure
investors that it will be profitable.

The Company has not filed various reports required under the Securities Act of
1933 and the Securities Exchange Act of 1934, including, but not limited to,
Forms 10-Q and 10KSB for the period 2002 to 2004. Although the Company intends
to file such late reports in the near future, it cannot assure when such reports
will be filed.

The Company has recently experienced operating and net losses. Currently the
Company has a net operating loss carry forward. The Company lost approximately
$6.240 million in 2002 and approximately $3.024 million in 2003. In the future,
the Company may not be able to generate sufficient revenue from operations to
pay all of its operating or other expenses. If the Company fails to generate
sufficient cash from its operations to pay these expenses, its management will
need to identify other sources of funds. The Company may not be able to borrow
money or issue more shares of common stock to meet its cash needs. Even if the
Company can complete such financing transactions, it may not be on terms
favorable to the Company. If the Company cannot raise sufficient capital to fund
operations, the Company may not be able to continue its business, and the value
of its securities could decline or experience significant dilution, require a
change in the capital structure of the Company, or even become worthless.

The Company's securities could experience wide fluctuations in trading price and
volume, or its securities may not have a market that trades. Although the
Company intends to list its securities for trading on NASDAQ's "Bulletin Board"
exchange, there can be no assurance that it will meet the requirements of the
Bulletin Board, or otherwise be able to trade on this exchange, which could
adversely impact the liquidity of the Company's securities and its ability to
raise capital.

The Company's charter documents contain anti-takeover provisions that could
prevent or delay a change in control of the Company, or adversely affect the
market price of its common stock.




                                       29




The Company's by-laws and amended certificate of incorporation give the
Company's Board of Directors the authority to issue up preferred stock and to
determine the rights and preferences of the preferred stock without obtaining
shareholder approval. The existence of this preferred stock could make it more
difficult or discourage an attempt to obtain control of the Company by means of
a tender offer, merger, proxy contest or otherwise. Furthermore, the preferred
stock could be issued with other rights, including economic rights, senior to
the Company's common stock, and, therefore, the issuance or conversion of the
preferred stock could have an adverse effect upon the market price of the
Company's common stock, change the capital structure of the Company, or even
result in a change in control.

Some provisions of Delaware law could make it more difficult for a third party
to acquire the Company or hinder a change in management, even if doing so would
be beneficial to the Company's shareholders. In addition, the Company may in the
future adopt other measures that may have the effect of delaying, deferring or
preventing an unsolicited takeover, even if such a change in control was at a
premium price or favored by a majority of unaffiliated shareholders. These
measures may be adopted without any further vote or action by the Company's
shareholders.

Future issuances and sales into the market of the Company's common stock will
dilute its current stockholders and may depress the market price of the
Company's common stock.

As of May 26, 2004, the Company had approximately 700,680,704 million shares of
its common stock outstanding and 5 million of preferred.

All of the shares issued in exchange for the outstanding convertible notes are
restricted but may be eligible for resale if the note holders comply with Rule
144 of the Securities Act. The Company believes that all or substantially all of
the note holders of its convertible preferred stock and convertible debt
securities have held such securities for in excess of one year. Therefore, upon
issuance of the common stock, such note holders may be deemed to have complied
with Rule 144(d) of the Securities Act, as their holding period for the common
stock may tack with their holding period for the convertible securities, as
permitted by Rule 144(d)(ii) of the Securities Act. Persons who have held such
securities for more than two years will be eligible to resell their shares under
Rule 144(k) of the Securities Act.

Since up to 35% of the Company's common stock is currently concentrated in the
Company's executive officers and directors and an additional approximately 35%
(collectively, approximately 70%) of the Company's voting common stock is held
or controlled by parties in interest, these persons may be able to directly
control the Company's future.

Because the Company's common stock is currently traded on the Over-the-Counter
Pink Sheets, sales of its common stock may:

-- cause the market price of the common stock to decrease in value;

-- decrease the level of public interest in its common stock;




                                       30




-- inhibit buying activity that might otherwise help support the market price of
its common stock;

-- prevent possible upward price movements in its common stock; or

-- not trade in a public market.

The Company's employment contract with its executive officer could have the
effect of precluding or otherwise delaying a change in control of the Company
that could be beneficial to the Company's stockholders.

The employment contract with the Company's executive officer provides for the
payment of significant severance payments in the event the executive officer is
terminated.

For example, Mr. Cellura's employment agreement, which expires on June 24, 2010,
would require the Company to pay him, upon termination, an aggregate severance
amount of up to $2.15 million plus the remaining base salary amounts, and $3.5
million in convertible preferred promissory notes due to him under the
employment agreement, if the Company terminates him without cause. Even if the
Company were to be successful in terminating Mr. Cellura's employment with
cause, the Company still would be required to pay him $900,000 in addition to
the $3.5 million in convertible preferred promissory notes. This could have the
effect of precluding or otherwise delaying a change of control of the Company
that would otherwise be in the best interest of its stockholders. See Executive
Compensation--Employment Contracts, infra.

Financing Activity.

During the period January 1, 2002 through May 31st, 2004, the Company issued, by
itself, and through its affiliate (and subsequently wholly-owned subsidiaries)
Itrex an aggregate of approximately $7,850,472 of unregistered convertible
debentures to approximately 162 investors and service providers, convertible
into the Company's common stock (the "Debentures"). Approximately $239,940.76 of
the proceeds from the sale of the Debentures was used to fund the working
capital of SMARTVoice, which subsequently became the Company's wholly-owned
subsidiary.(See "Business of the Company", MD&A, and "Financial Information").
Approximately $753,330 of the proceeds from the sale of the Debentures was used
to fund the working capital of the Company. (See Business of the Company", MD&A,
and "Financial Information") Approximately $100,000 of the proceeds from the
sale of the Debentures was used to secure a licensing related from Malibu Beach
Beverage Group, LLC, an entity 25% beneficially owned by the Company's Chairman
and Chief Executive Officer Joseph R.Cellura, and from whom Itrex subsequently
obtained certain rights to receive revenue in the form of royalties (See
Business of the Company", MD&A, and "Financial Information").

The Company intends to raise additional capital in the form of equity and debt
to fund the acquisition and growth of its recent acquisitions, as described
above, which could significantly change the capital structure and cause a change
of control in the Company.

Results of Operations.




                                       31




As described herein, the Company was inactive from an operational standpoint and
therefore generated no revenue during the reporting period.

Comparison of 2002 to 2003.

Revenues.

The Company the company generated no revenue in 2002 and no revenue in 2003.

Operating Expenses. Operating expenses in 2002 and 2003 of $4.945 and $1.236
million respectively in general and administrative expenses. These expenses were
incurred through issuances of debt for services provide to the company during
the reporting period and general administrative expense.

Other Expenses. Other expenses in 2002 and 2003 consisted $1.294 and $1.788
million respectively. The primary other expense was related to interest payable
on unsecured debt owed by the company.

Net Loss. The company and it's subsidiaries incurred a ($6.240) and ($3.024)
million in losses in 2002 and 2003 respectively

Liquidity and Capital Resources.

Capitalization. The Company's charter authorizes the issuance of 2 billion
shares of common stock and 10.0 million shares of preferred stock. As of May
31st, 2004, the Company had approximately 701 million shares of common stock
outstanding and approximately 5 million in preferred stock.

Current and Future Liquidity Needs. The Company has not generated net cash from
operations for any period since 1996. The Company has primarily financed its
operations since 1996 through private sales of equity and debt securities. As of
May 31, 2004, the Company has no principal source of cash or liquidity.

Plan of Operation

The company has developed wholly owned subsidiaries and plans to focus on
business opportunities in separate and distinct markets. Itrex has secured
licensing right to the brand of Malibu Beach Beverage which will develop and
market mixers, alcoholic beverages and related items. Smartvoice has acquired
assets and intellectual property to compete in the internet telephony market.
While both opportunities are deemed to be substantial, the plan of operation was
developed for Smartvoice first and is outlined as follows.

The Company currently has only one (1) operating business: SMARTVoice
Telecommunications Inc. and its subsidiaries (collectively, the "Company" or
"SMARTVoice Telecommunications", or "we") develop and market telecommunication
technology for IP telephony and applications. We are an IP Telephony service
provider company that has two product lines: i) internet protocol telephone
devices; internet communication services; ii) and hosted services that implement
the functionality of a private branch exchange, or PBX, over data networks.




                                       32




Our first product line includes analog telephone adaptors and communication
software and services that work over broadband networks. SMARTVoice
Telecommunications sells internet protocol telephony software and services that
enable customers to provision and use voice communication services with IP
telephones and other end-point devices. The service is marketed under the brand
name SMARTVoice. The Company develops and markets hosted iPBX solutions that
allow service providers to offer to small and medium-sized businesses over
broadband networks the features and functions that are commonly found in a
typical business phone system. A hosted iPBX solution is a software application
that implements the functionality of a business phone system over the same data
connection that a business uses for connection to the internet. The phone system
software runs on servers that are located at a central data center so that the
only phone system equipment that is required at the customer site is our IP
Telephony gateways. The phone system can also be accessed and controlled from
any web browser on the internet.

The IP Telephony Industry Overview

The IP Telephony industry has grown dramatically from the early days of calls
made through personal computers. According to a research study from Insight
Research [IP PBX and IP Centrex: Growth of VoIP in the Enterprise) VoIP-based
services will grow from $13.0 billion in 2002 to nearly $197.0 billion in 2007,
representing a significant opportunity for VoIP providers such as SMARTVoice
Telecommunications.

IP Telephony is an alternative technology that can replace services provided by
the traditional telephone network. IP Telephony technology translates voice into
data packets, transmits the packets over data networks and reconverts them into
voice at the destination. Unlike traditional telephone networks, IP Telephony
does not use dedicated circuits for each telephone call; instead, the same IP
Telephony network can be shared by multiple users for voice, data and video
simultaneously. This type of data network is more efficient than a dedicated
circuit network because the data network is not restricted by the one-call,
one-line limitation of a traditional telephone network. This improved efficiency
creates cost savings that can be passed on to the consumer in the form of lower
rates or retained by the IP Telephony provider.


We believe the growth of IP Telephony has been and continues to be driven
primarily by: increasing consumer demand for lower cost phone service; improved
quality and reliability of IP; Telephony calls fueled by technological advances,
increased network development and greater bandwidth capacity; continuing
domestic and international deregulation, opening new market opportunities for IP
Telephony services; new product innovations that allow IP Telephony providers to
offer services not currently offered by traditional phone service companies; and
growing demand for long distance communication services driven by the increased
mobility of the global workforce.

As a result of these developments, the Company believes consumers, enterprises
and telecommunications providers will continue to embrace offerings from IP
Telephony providers, such as those offered by us. Consumers, particularly in




                                       33




emerging markets, are increasingly using IP Telephony-enabled services, such as
calling cards and Internet Protocol (IP) telephones, to realize significant cost
savings on long distance calls. Enterprises are significantly reducing telephony
expenses by using IP Telephony to link users within offices and around the
world. IP Telephony enables telecommunications providers to reduce their network
costs and to deliver new products and services that cannot be supported by
traditional networks. According to the World Trade Organization [Cite Study], 69
governments around the world have committed to telecommunications deregulation,
opening new markets and fostering competition with incumbent telecommunications
providers. To remain competitive in this environment, both incumbent and newly
licensed telecommunications providers are seeking to lower costs, improve
functionality and introduce new services.

IP Telephony technology enables cable operators to provide a comprehensive
residential telephony solution, which we believe has several key benefits
relative to traditional circuit-switched networks, including:

Comparable reliability, enhanced services and functionality;

Simpler and faster deployment;

Lower initial deployment costs; and

Lower cost structure providing an ability to offer competitive pricing to
customers.

Cable operators seeking to offer IP telephony by developing an in-house service
must integrate several additional components with their existing systems, which
require substantial capital expense. Cable operators developing an in-house
service must also engage in hiring, retraining and process reengineering to
support telephony services. Full service IP Telephony companies, such as
SMARTVoice Telecommunications, can provide cable operators the ability to
outsource their IP telephony services, thereby reducing cable operators' costs,
time to market and risks associated with developing and maintaining an in-house
IP telephony service.

SMARTVoice Products and Services

We offer a variety of IP Telephony-based telecommunications products and
services to consumers, enterprises and telecommunications providers around the
world, primarily through local resellers. Our centrally managed platform
supports a significant amount of consumer and corporate hardware products and
services that we believe enhance quality, lower costs and improve ease of use
and management. The devices and calling cards we offer allow users to access our
IP Telephony platform to make low cost calls to anywhere in the world. The
following are the key products and services offered by SMARTVoice:

Enterprise Solutions. We provide a suite of IP Telephony products and services
targeting small and medium-sized enterprises. Our SMARTVoice service allows
business customers to utilize their existing broadband connections to place free
calls among their corporate offices and their primary business contacts, such as
customers and suppliers. Our SMARTVoice service also allows enterprises to




                                       34




access our IP Telephony platform to make low cost IP Telephony calls to anywhere
in the world.

Public Call Centers and Internet Cafes. We offer public call centers and
Internet cafes the ability to sell IP Telephony services. Public call centers
and Internet cafes are popular in emerging markets where telecommunications
infrastructure is limited and consumers rarely have freely available access to a
telephone or the Internet. Our product and service offerings to public call
centers and Internet cafes include devices to support end users and a billing
software platform that allows call centers and Internet cafes to create their
own rate tables, bill in their local currencies and print out customized bills
with their company's information.

Broadband Telephony. We sell devices that can be plugged into a high speed
connection anywhere in the world and allows users to be reached at the telephone
number assigned to such devices. The devices also allow users to access our IP
Telephony platform to make high speed connections to anywhere in the world.

The Company has designed an outsourced IP Telephony service offering that
enables cable operators to provide IP Telephony-based residential telephone
services. We believe our offering provides comparable quality, features and
functionality to that provided by traditional phone companies. Our platform
utilizes a fully managed network and does not need to carry voice traffic over
the public Internet, which may suffer from data loss and transmission delays,
which we believe allows us and our customers to provide voice quality equivalent
to that provided by traditional phone companies.

We believe our service offers cable operators the ability to provide cable
telephony services to their customers faster and with less expense than if they
were to develop their own cable telephony service. Our service offerings allow
cable operators to bundle telephony services with their video and data
offerings. The cable operator can use its own brand, deliver a single bill and
provide direct customer support to its customers. We support the back office
platform, switching and transport of voice traffic, ongoing operations and
secondary technical support to deliver a managed IP Telephony service.

We work with cable operators to deploy an integrated, tested and operational
telephony service, including customized operations support systems, network
interfaces, and carrier interconnects, telecommunications methods and procedures
and real-time service assurance, including 24 x 7 network operations center
support. Our service offering includes:

Planning and Deployment Services

We customize our service offering to capitalize on cable operators' existing
systems and processes. We work with cable operators' engineers to design an
optimal IP Telephony framework that interfaces with the public switched
telephone network, or PSTN. We project traffic volume and capacity requirements
on the cable operators' facilities, the PSTN and IP networks to develop a system
that can handle peak demands across each segment. We also develop and document
business processes and provide training and support to cable operators during




                                       35




the cable telephony service launch and on an ongoing basis.


Switching and Service Assurance Platform

The switching and service assurance platform provides the infrastructure
required to support IP Telephony cable telephony and consists of the following
elements:

Call Management Server Platform.

Our call management server platform provides the features and functions
typically delivered by a hardware-based switch, known as a CLASS 5 switch, but
at what we believe to be a significantly lower cost. The software-based solution
allows us to process a call and deliver it through the most efficient, cost
effective and high quality route, provide CLASS 5 feature support (for example,
caller ID, call waiting, distinctive ring and three-way calling), interface to
the PSTN for termination and origination and provide network generated
announcements.

Call Detail Server. The call detail server is a real-time event messaging,
collection, correlation and distribution database. The database stores the
information generated by the call management server platform and the real-time
assurance platform described below. The record keeping server can be accessed by
cable operator operations personnel through a Web-based or software interface to
analyze call information, which can then be employed to improve network
functions and prevent possible future network problems. The record keeping
server also stores all the usage information required for customer support,
billing, and back office and management functions.

Quality of Service Platform. The quality of service platform continually
monitors the call management server platform and originates and terminates test
calls across each cable, PSTN and IP entry and exit point to sample call quality
and network availability. This information is collected and programmed by the
cable operator personnel to generate real-time alarms if actual performance
metrics exceed predetermined thresholds. The result is that cable operators can
monitor call traffic and diagnose and resolve network problems in real-time,
often before the telephone user notices any problem.

Telecommunications Administration

We order, provision and administer circuits for each phone line, and we
establish agreements with both local and long distance telecommunications
providers to terminate calls. We also acquire and manage a database of telephone
numbers to assign to users in every geographic region of our customers.

CariAccess Test and Agreement

During the past six months, we successfully executed a pilot test of our
telephony offering with CariAccess, an Internet Service Provider in Barbados
which led to the signing of an agreement under which we will provide CariAccess
with our IP Telephony services. We believe CariAccess passes, or could




                                       36




potentially serve a total of approximately 60,000 homes and municipalities
principally located in the Eastern Caribbean. The pilot test demonstrated the
viability of our IP telephony service and platform in an actual market setting.
Under the terms of the agreement, CariAccess will maintain ownership of the
customer, and first level customer and technical support, while we will support
the back office platform, switching and transport of voice traffic, ongoing
operations and secondary technical support to deliver a fully managed IP
Telephony service. We will track and monitor voice quality and network
performance metrics from start to finish and will provide CariAccess with a view
into telephone calls routed over its network.

CariAccess will purchase the IP Telephony Gateways from us and an on-going
monthly maintenance fee for each IP telephony subscriber line ordered by it.
Under the agreement, CariAccess participates in a revenue sharing program based
on long distance minutes terminated.


Our Competitive Advantages

We believe we have several core competitive advantages that will allow us to
maintain and expand our position as a provider of IP Telephony services.

Leadership and Experience in IP Telephony.

Our management team has over 50 years of collective experience in designing and
operating carrier class networks. We believe we have gained experience in our
test market trials where we believe we have a record of quickly deploying and
successfully managing our IP Telephony services around the world, across a
variety of networks and technologies.

Platform to Deliver Centrally Managed, High Quality and Low

Cost Voice Services. We provide our services through our centrally managed
platform, which aggregates, provisions, rates, routes, monitors and bills phone
calls in real-time. We believe our platform allows us to offer a comprehensive
array of services meeting the varied needs of consumer, enterprise, cable and
carrier customers. Through our platform, we track and manage calls to optimize
voice quality. We believe our centrally managed platform allows us to increase
the number of end users of our services, without significant additional capital
expenses generally associated with network build-outs.

Our Strategy

Our strategy is to become the leading provider of IP Telephony products and
services in the markets we serve. The following are key elements of our
strategy:

Capitalize on the Growth of IP Telephony Services. We believe SMARTVoice is
positioned to take advantage of the expected growth of the IP Telephony services
and cable telephony markets. According to a research study from Insight
Research, [IP PBX and IP Centrex: Growth of VoIP in the Enterprise], IP
Telephony-based services will grow from $13 billion in 2002 to nearly $197




                                       37




billion in 2007, which we believe represents a significant opportunity for us.
In-Stat/MDR In-Stat and Micro Design Resources, a marketing analysis company)
(Packet Telephony) projects that the number of cable telephony subscribers
worldwide will grow from 8.6 million at the end of 2002 to over 22 million by
2006.

Target Small to Mid-sized Cable Operators in the U.S. and International Cable
Operators. SMARTVoice targets small to mid-sized cable operators in the U.S. and
operators of all sizes in Europe and Latin America, who we believe may be more
likely to buy our services than to build their own IP telephony service. These
cable operators may not have the significant technical and financial resources
required to develop an internal IP telephony solution, such as the personnel to
support network operations, engineering, support and project management. We
believe our service and our expertise in IP Telephony reduces cable operators'
costs, time to market and risks associated with developing and maintaining an
in-house IP telephony service. Offer Flexible Deployment and Economic
Alternatives.

SMARTVoice offers cable operators a choice of strategic deployment and economic
alternatives for our cable telephony offering. Depending on the particular
market and financial position of each operator, we tailor our offer to fit
within the business objectives and the available resources of each cable
telephony opportunity. We believe we can develop and integrate specific features
and applications into our service, such as voice-mail, voice-activated dialing
and Internet-based account management, which the operator can then offer to its
subscribers to meet the operator's strategic objectives. For resource and
capital constrained operators, we believe we offer an alternative that requires
a lower amount of human resources and financial investment by the operator.

Focus SMARTVoice on High Margin Opportunities in Emerging Markets. SMARTVoice
targets international markets undergoing telecommunications deregulation, which
we believe will provide high margin opportunities. We intend to continue to
enhance our global distribution chain by securing new resellers with strong
local sales and marketing channels. Our plan is to develop and integrate new
services into our existing managed platform.

Sales and Marketing

SMARTVoice Service

SMARTVoice sells and markets our services through three levels, each designed to
focus on a specific market: (1) a direct channel; (2) a reseller channel; and
(3) a third party wholesale channel.

Using our platform, we believe resellers can quickly and easily sell our
products in their own countries. We enable our resellers to generate calling
card accounts, create rate tables to support different markets, provide
customized billing in multiple currencies and languages and offer customer
support tools. SMARTVoice targets small to mid-sized cable operators in the U.S.
and operators of all sizes in Europe and Latin America, who we believe may not
have the significant technical and financial resources required to develop and




                                       38




maintain an internal cable telephony service. Our offering can be deployed over
all or part of a cable operator's two-way digital cable systems. Our sales
process combines business case development with a proposed technical
architectural design. The timing of this process is variable and driven
principally by the cable operator's own strategic priorities. We offer cable
operators a range of strategic deployment and economic alternatives. We expect
our cable telephony agreements to have terms of approximately seven years. Our
two basic deployment options are described below, although our agreements could
include aspects of each of these options:

Hosted Service. In a hosted service arrangement, the operator outsources the
planning, development and aspects of the ongoing operation of cable telephony.
The cable operator collects revenue from its customers and pays us a fee on a
per subscriber basis for providing our integrated services as well as ongoing
maintenance and support fees. In addition, the cable operator reimburses us for
our telecommunications costs plus a margin. These costs include the set up and
ongoing management of local and long distance interconnection and termination,
the costs of any dedicated circuits and the recurring cost of maintaining phone
numbers and other support services, such as 911 and operator assisted calling.
Our fees on a particular contract will depend on a number of variables,
including the size of the cable operator's telephony footprint, its ability to
sell cable telephony services to its customers, the complexity of the deployment
and the amount of local versus long distance termination.

In a hosted service arrangement, the cable operator is responsible for sales and
marketing, customer activation, customer support, billing and collection, plant
engineering and service technicians and any regulatory costs associated with
offering cable telephony. The cable operator is also responsible for the capital
expense associated with the cost of new service installation, the cost of
equipment deployed at the subscriber's premises and the upgrade to its existing
cable modem termination server. We bear the capital and operating expenses for
the planning, design, procurement, deployment and operation of the IP Telephony
infrastructure. Our capital expenses include the hardware and software costs of
integrating our services and systems with the operator's systems.

Franchise Service. In the franchise service arrangement, SMARTVoice initially
acquires the exclusive rights to offer IP telephony services in the cable
operator's territory, subject to the cable operator's right to buy back the IP
telephony rights and subscribers at pre-negotiated periods and valuations. Under
this arrangement, SMARTVoice manages the offering in the franchise area. In a
franchise services arrangement, cable operators collect the revenues from IP
telephony subscribers and pass them through to us. We pay the cable operators an
up front franchise fee based on the number of two-way homes passed, a monthly
royalty fee based on a percentage of revenues and the costs associated with the
deployment of IP telephony. We may continue to offer services to the cable
operator if the operator elects to exercise its buy-back option.

Our planned costs include direct operational expenses such as customer
activation, customer service, billing and collection, plant engineering and
service technicians and any other legal and regulatory expenses associated with




                                       39




offering IP telephony. We also intend to bear the cost for the set up and
ongoing management of local and long distance termination and any other
telecommunications administration activities required to interconnect seamlessly
with the public switched network.

Telecommunications Services Agreement with Signal Communications Inc.

On May 5, 2003, we entered into a binding agreement with Signal Communications
for the provision of telecommunications services to SMARTVoice. The agreement
contemplates that Signal, directly or through its subsidiaries, will provide us
with local and inter-exchange network access, termination, origination and other
related services, drawing on its resources as a local, long distance and
international telecommunications provider. We believe that this agreement will
enable us to improve the time-to-market, stability, scalability and security of
our IP telephony services and will allow us to more quickly attract and add
customers.

Signal will provide us with these services at its incremental cost for providing
the services plus a fixed monthly charge. We believe the pricing we will receive
from Signal will be more favorable than what we would be able to receive from
third parties.

Although we intend to use Signal Communications as our primary provider for
telecommunications services related to offering IP telephony, we have sole
discretion to use other telecommunications services providers. We may choose to
use other providers in cases where they offer more competitive rates, in
situations where Signal Communications is not able to deliver the services we
require or for other reasons as we deem strategically.

Our Infrastructure

Our Centrally Managed Platform

We intend to deploy a centrally managed platform consisting of reliable and
flexible data management, monitoring, control and billing systems, which support
all of our products and services. Key elements of this system include: customer
provisioning, customer access, fraud control, network security, call routing,
call monitoring, media processing and normalization, call reliability and
detailed call records.

Our platform will monitor our process of digitizing and compressing voice into
packets and transmitting these packets over data networks around the world. All
call signaling is routed to a managed SoftSwitch, which is a software-based
product that manages call admission, call control, call rating and event
recording and routes calls to an appropriate endpoint. Unless the recipient is
using internet telephony as an on-line device, the packets are sent to a gateway
where they are reassembled and the call is transferred to the PSTN and directed
to a regular telephone anywhere in the world. We have hubs in the U.S., and Hong
Kong which terminate voice traffic within particular regions. Our billing and
back office systems manage and enroll customers and bill calls as they originate
and terminate on the system.

Network Operations Center




                                       40




We will locate our Network Operations Center is located at our headquarters in
Atlanta, Georgia. We use various tools to monitor and manage all elements of
telephone calls in real-time. Additionally, our Network Operations Center
provides technical support to troubleshoot equipment and network problems.

Customer and Technical Support

We provide customer service on various levels to different customers. We provide
customer service and technical support directly to our resellers. The resellers
provide their own support directly to their sub-resellers and end users. U.S.
consumers who access our services directly through the web site receive customer
service and technical support through multilingual telephone communication,
web-based customer service as well as e- mail support. We utilize multiple call
centers globally to provide better support to our worldwide customer base.

Key Suppliers

We believe Signal Communications will be a significant supplier of
telecommunications services to our IP telephony business. For a more complete
discussion of this agreement, see, supra, "Telecommunications Services Agreement
with Signal Communications."

The services provided by our SMARTVoice business depend on a SoftSwitch product.
We currently have one SoftSwitch vendor and one SoftSwitch in operation. We are
currently testing SoftSwitch products from other vendors to determine whether
they comply with our quality and service standards.

One vendor, other than our current vendor, has satisfied our testing standards.
However, we have not agreed on terms of supply with that vendor.

We believe that we have adequate alternative arrangements to receive an
alternative supply of SoftSwitches and service and support for our SoftSwitches
if our existing supplier is unable to continue to supply or service or support
SoftSwitches, including providing some of the service and support functions
ourselves. However, we may not be able to obtain alternative service or supply
on favorable terms, which may have a material adverse effect on our ability to
provide cable telephony services.

Competition

SMARTVoice IP Telephony Services International Communication Services
Internationally, the competitive marketplace varies from region to region. In
markets where the telecommunications marketplace has been fully deregulated, the
competition continues to increase. Even a newly deregulated market allows new
entrants to establish a foothold and offer competitive services relatively
easily. Our competitors include both government-owned and incumbent phone
companies and emerging competitive carriers. As consumers and telecommunications
providers have come to understand the benefits that may be realized from
transmitting voice over the Internet, a substantial number of companies have




                                       41




emerged to provide IP Telephony services. We believe the principal competitive
factors in the market include: price, quality of service, distribution, customer
service, reliability, network capacity, the availability of enhanced
communications services and brand recognition.


Consumer Division

The long distance market in the United States is highly competitive. There are
several much larger and numerous similar-sized and smaller competitors and we
expect to face continuing competition based on price and service offerings from
existing competitors. The principal competitive factors in the market include:
price, quality of service, distribution, customer service, reliability, network
capacity and the availability of enhanced communications services. Some of our
competitors include, but are not limited to AT&T, MCI, Sprint, IDT and Regional
Bell Operating Companies, all of whom offer services and products competitive
with ours on the above factors, including offering their own pre-paid calling
cards.

Some providers, such as 8x8, Vonage and DeltaThree Inc., offer similar phone
services to ours. We and cable operators seeking to provide our telephony
services directly to customers will face competition for subscribers for
telephone services from incumbent local exchange carriers, such as Verizon,
Qwest, SBC Communications and competitive local exchange carriers. We believe
that competition for telephony services will be primarily on the basis of price,
quality, customer service and the ability to offer a bundled service offering of
voice, data and video. Some local exchange carriers, alone or together with
partners such as satellite television providers, are or may become capable of
providing bundled service offerings of voice, high speed internet and video
similar to those which cable operators may provide.

Regulation

The use of the Internet and private IP networks to provide voice communications
services is a relatively recent market development. Although the provision of
such services is currently permitted by United States law and largely
unregulated within the United States, several foreign governments have adopted
laws and/or regulations that could restrict or prohibit the provision of voice
communications services over the Internet or private IP networks. More
aggressive regulation of the Internet in general, and Internet telephony
providers and services specifically, may materially and adversely affect our
business, financial condition, operating results and future prospects,
particularly if increased numbers of governments impose regulations restricting
the use and sale of IP telephony services in the United States.

In an April 10, 1998 Report to Congress, the Federal Communications Commission
(FCC) declined to conclude that IP telephony services constitute
telecommunications services and instead indicated that it would undertake a
subsequent examination of the question whether certain forms of phone- to-phone
Internet telephony are information services or telecommunications services. The




                                       42




FCC indicated that, in the future, it would consider the extent to which
phone-to-phone Internet telephony providers could be considered
"telecommunications carriers" such that they could be subject to the regulations
governing traditional telephone companies such as the imposition of access
charges. The FCC stated that, although it did not have a sufficient record upon
which to make a definitive ruling, the record suggested that, to the extent that
certain forms of phone-to-phone IP telephony appear to possess the same
characteristics as traditional telecommunications services and to the extent the
providers of those services obtain the same circuit-switched access as obtained
by interexchange carriers, the FCC may find it reasonable that they pay similar
access charges. The FCC also recognized, however, that it would consider whether
it should forbear from imposing any of the rules that would apply to
phone-to-phone Internet telephony providers as "telecommunications carriers." To
date, the FCC has not imposed regulatory surcharges or traditional common
carrier regulation upon providers of Internet communications services.

Although the FCC treats providers of Internet telephony services no differently
from providers of other information and enhanced services that are exempt from
payment of interstate access charges, this decision may be reconsidered in the
future. For instance, on April 19, 2001, in Docket No. CC 01-92, the FCC adopted
a proposal to begin a fundamental examination of all forms of intercarrier
compensation-- the payments among telecommunications carriers resulting from
their interconnecting networks. The FCC could adopt an intercarrier compensation
mechanism and other regulations that could result in an increase in the cost of
the local transmission facilities necessary to complete our calls or a decrease
in the costs of such facilities to traditional long distance telephone
companies. An increase in our rates as a result of new FCC regulations could
have a material adverse effect on our ability to compete with long distance
carriers.

There are several proceedings pending before the FCC that may affect the
regulatory status of Internet telephony. On October 18, 2002, AT&T filed a
petition with the FCC seeking a declaratory ruling that would prevent incumbent
local exchange carriers, or ILECs, from imposing traditional circuit-switched
access charges on phone-to-phone IP services. On February 5, 2003, pulver.com
filed a petition with the FCC seeking a declaratory ruling that its "Free World
Dialup," which facilitates point-to-point broadband Internet protocol voice
communications, is neither telecommunications nor a telecommunications service
as these terms are defined in section 153 of the Telecommunications Act of 1996.
More recently, Vonage filed a petition for declaratory ruling requesting that
the FCC find an Order of the Minnesota Public Utilities Commission (MNPUC)
requiring Vonage to comply with state laws governing providers of traditional
telephone service to be preempted because Vonage's broadband Internet telephony
service is an information service. These petitions and subsequent industry
reactions may exert pressure on the FCC to render a decision regarding the
regulation of phone-to-phone IP services. The FCC could determine, for instance,
that certain types of Internet telephony should be regulated like basic
interstate telecommunications services. Thus, Internet telephony would no longer
be exempt from the access charge regime that permits local telephone companies
to charge long distance carriers for the use of the local telephone networks to
originate and terminate long-distance calls, generally on a per minute basis,
which in turn could have a material adverse effect on the ability of SMARTVoice
to become a viable company in the cable telephony market. The FCC could also




                                       43




conclude that Internet telephony providers should contribute to the Universal
Service Fund, which provides support to ensure universal access to telephone
service. The imposition of interstate access charges or universal service
contributions would substantially increase our costs of serving our customers in
the U.S. The imposition of regulation and contribution requirements might also
negatively affect the incentives for companies to continue to develop IP
technologies to offer IP Telephony services. It is also possible that the FCC
might adopt a regulatory framework that is unique to IP telephony providers or
one where IP telephony providers are subject to reduced regulatory requirements.
We cannot predict what regulations, if any the FCC will impose.

Other aspects of our services may be subject to state or federal regulation,
such as regulations relating to the confidentiality of data and communications,
copyright issues, taxation of services, licensing, and 911 emergency access. For
instance, in a Further Notice of Proposed Rulemaking released February 20, 2002,
the FCC has undertaken an examination of whether emergency 911 requirements
should be extended to packet-based networks and services. Although SMARTVoice's
service does not currently offer 911 services, SMARTVoice is currently
developing technologies that may be able to support emergency access and
enhanced services. Similarly, changes in the legal and regulatory environment
relating to the Internet connectivity market, including regulatory changes that
affect telecommunications costs or that may increase the likelihood of
competition from the regional Bell operating companies, or RBOCs, or other
telecommunications companies, could increase our costs of providing service.

Moreover, state governments and their regulatory authorities may assert
jurisdiction over the provision of intra-state IP communications services where
they believe that their telecommunications regulations are broad enough to cover
regulation of IP services. Various state regulatory authorities have initiated
proceedings to examine the regulatory status of Internet telephony services.
While a majority of state commissions have not imposed traditional
telecommunications regulatory requirements on IP telephony at this time, some
states have issued rulings that may be interpreted differently. For instance, a
state court in Colorado has ruled that the use of the Internet to provide
certain intrastate services does not exempt an entity from paying intrastate
access charges. Prior to imposing any regulatory burdens on IP Telephony
providers, however, the Colorado Public Utilities Commission has opened a docket
to investigate whether it has jurisdiction to regulate IP Telephony services.
The State Public Service Commission of New York (NYPSC) has ruled that another
company's particular IP telephony services may be considered telecommunications
services subject to access charges. The NYPSC has, however, declined to issue a
broad regulatory policy related to IP Telephony services in general. On October
9, 2003, the NYPSC published a notice seeking comment regarding the regulatory
classification of another provider's IP Telephony services offered over
broadband connections.

On the other hand, following an investigative workshop held by the Florida
Public Service Commission on IP Telephony, the Florida Legislature passed a bill
that exempts IP Telephony from regulation, but some local exchange companies
have attempted to interpret the new law as leaving open the issue of access
charges. On October 16, 2003, a Federal court in Minnesota issued a permanent




                                       44




injunction against the MNPUC preventing the MNPUC from imposing state
regulations on another provider's IP Telephony services offered over broadband
connections. We have received letters from California, Washington, Wisconsin and
Florida directing us to register as a telecommunications provider. We have
responded to these letters by asserting that we are an information service and
not a telecommunications provider and, therefore, are not subject to regulation
under their laws. There can be no assurance that the states will accept our
position. If the states require us to register as a telecommunications provider,
we may become subject to significant additional fees and charges.

Packet-Switched Voice over Cable. The regulatory status of cable IP Telephony
could be affected by the FCC and court decisions in the proceedings discussed
above. SMARTVoice's ability to provide cable telephony services to cable
operators may also be influenced by federal and state regulations specific to
Internet over cable (also known as cable modem services). The FCC has deemed
cable modem services to be unregulated information services that do not contain
a separate telecommunications component.

Additionally, the FCC has found that information services are interstate in
nature thus falling out of the regulatory purview of the states. On October 6,
2003, the U.S. Court of Appeals for the Ninth Circuit issued its opinion in
Brand X Internet Services v. FCC, reversing the FCC's prior ruling that cable
modem services do not contain a separate telecommunications component and
remanded the issue back to the FCC for further proceedings consistent with the
court's decision. The court's decision was based on procedural grounds. While
the FCC has indicated that it may appeal the ruling, there is no guarantee that
the FCC would do so, or that it would win on the merits. Until the FCC acts on
the Ninth Circuit ruling, the regulatory status of cable modem services remains
unchanged. We cannot predict what future actions the FCC may take in response to
the Ninth Circuit decision. Presently, the decision may add uncertainty to the
regulatory treatment of cable facilities used to provide information services
such as IP Telephony and as to whether states may attempt to impose any
regulations on the telecommunications component of cable modem services.

The FCC is engaged in several other proceedings to examine the regulatory
treatment of cable modem services and other broadband technologies such as DSL
that may indirectly affect the market for our cable telephony's service.
Although the FCC has maintained a pro-competitive regulatory policy for cable
and broadband services, SMARTVoice cannot predict the impact that market forces
and regulatory developments might have on its business and operations related to
our cable telephony solution.

On the state and local levels, regulators may try to impose additional franchise
fees and requirements on cable operators seeking to offer cable telephony within
the state. While the federal laws limit the extent of state and local regulation
over cable networks used to offer telecommunications services, states may
nevertheless attempt regulation. The FCC is also examining the role, if any, of
state and local governmental authorities in regulating cable modem and broadband
services in general. Where state or local regulators impose additional




                                       45




requirements on cable providers that offer voice or cable modem services, this
may create disincentives to cable operators deploying these services and, in
turn, materially decrease market demand for SMARTVoice's IP telephony solution.

As state governments, courts, and regulatory authorities continue to examine the
regulatory status of Internet telephony services, they could render decisions or
adopt regulations affecting providers of Internet telephony services or
requiring such providers to pay intrastate access charges or to make
contributions to universal service funding. Should the FCC determine to regulate
IP services, states may, if not preempted by federal regulation, decide to
follow the FCC's lead and impose additional obligations as well. We cannot
predict the actions that federal, state, and local regulators may take or what
impact such actions would have on our business.

International. The regulatory treatment of IP communications outside the United
States varies significantly from country to country. SMARTVoice operates on a
global scale. The regulations we are subject to in many jurisdictions change
from time to time, they may be difficult to obtain or it may be difficult to
obtain accurate legal translations where official legal translations are
unavailable. Additionally, in our experience, the enforcement of these
regulations does not always track the letter of the law. Accordingly, although
we devote considerable resources to maintaining compliance with these
regulations, we cannot be certain that we are in compliance with all of the
relevant regulations at any given point in time.

While some countries prohibit IP telecommunications, others have determined that
IP services offer a viable alternative to traditional telecommunications
services. As the Internet telephony market has expanded, regulators have begun
to reconsider whether to regulate Internet telephony services. Some countries
currently impose little or no regulation on Internet telephony services. For
instance, on January 5, 2001, in the European Union (EU), the European
Commission (EC) released a decision concluding that IP Telephony, in general,
continues to fall outside the definition of voice telephony, except where the
services satisfy all of four specific conditions. To date, the EC has not ruled
that any particular type of IP Telephony service (such as computer-to- computer
or phone-to-phone) satisfies all of these exception conditions. As a result, the
EC directed Member States to permit providers to offer IP Telephony under data
transmission general authorizations and without requiring compliance with more
burdensome individual licenses and regulations applicable to traditional voice
telephony. While the EC monitors and supervises the Member States of the EU
subject to the principle of supremacy of EU law, the primary responsibility for
implementing the provisions of specific EU legislation lies with the regulatory
authorities of the Member States.

Accordingly, although Member States are required to adhere to the EU laws, an
individual country may decide that a particular IP Telephony service meets all
of the conditions necessary to be regulated as traditional voice services.
SMARTVoice cannot guarantee that Member States will refrain from imposing
additional regulations on our specific IP Telephony services. Other countries,
including those in which the governments prohibit or limit competition for




                                       46




traditional voice telephony services, generally do not permit Internet telephony
services or strictly limit the terms under which those services may be provided.
Still other countries regulate Internet telephony services like traditional
voice telephony services, requiring Internet telephony companies to make
universal service contributions and pay other taxes.

While some countries subject IP telephony providers to reduced regulations,
others have moved towards liberalization of the IP communications sector and
have lifted bans on provision of IP telecommunications services. We cannot
predict how a regulatory or policy change of a particular country might affect
the provision of our services. We believe that while increased regulations and
restrictions could materially threaten our ability to provide services, the
lifting of regulations in a country generally will enable us to expand our
services and presence in that country.

In cases where access to some of our services may be blocked by
government-controlled telecommunications companies, we will try to negotiate
agreements with those governments to provide our services. No assurances can be
given, however, that we will be successful in such negotiations or that we will
be able to provide alternative means of accessing our services that will not be
blocked by foreign governments or government-controlled telecommunications
companies. The varying and continually changing regulatory landscape of Internet
telephony in the countries in which we currently provide or may provide services
may adversely and materially affect our business, financial condition and
results of operations. We believe that our experience negotiating this
complicated and ever-changing regulatory environment gives us a competitive
advantage over other, less experienced competitors attempting to access these
international markets. In addition, as we expand into additional foreign
countries, some countries may conclude that we are required to qualify to do
business in their country, that we are otherwise subject to regulation, or that
we are prohibited from conducting our business in such countries. Our failure to
qualify as a foreign corporation in certain jurisdictions, or to comply with
foreign laws and regulations, may materially and adversely affect our business.

Moreover, our resellers in various foreign countries may be or may become
subject to various regulatory requirements. We cannot be certain that our
partners are currently in compliance with every regulatory or other legal
requirement in their respective countries that they will be able to comply with
existing or future requirements. Failure of our resellers to comply with these
requirements could materially and adversely affect our business, as we may not
be able to find other resellers for our products and services in these areas.


Regulation of the Internet. In addition to regulations addressing Internet
telephony, cable modem and broadband services, other regulatory issues relating
to the Internet in general could affect our ability to provide our services.
Congress has adopted legislation that regulates certain aspects of the Internet,
including online content, user privacy, taxation, liability for third-party
activities and jurisdiction. In addition, a number of initiatives pending in
Congress and state legislatures would prohibit or restrict advertising or sale
of certain products and services on the Internet, which may have the effect of
raising the cost of doing business on the Internet generally. The European Union




                                       47




has also enacted several directives relating to the Internet, one of which
addresses online commerce. Recently, the European Union adopted a privacy
directive that establishes certain requirements with respect to, among other
things, the confidentiality, processing and retention of personally identifiable
subscriber information and usage patterns. The potential effect, if any, of
these data protection rules on the development of our business remains
uncertain. Federal, state, local and foreign governmental organizations are
considering other legislative and regulatory proposals that would regulate the
Internet. We cannot predict whether new taxes will be imposed on our services
both nationally and internationally, and depending on the type of taxes imposed,
whether and how our services would be affected thereafter. Increased regulation
of the Internet may decrease its growth and hinder technological development,
which may negatively impact the cost of doing business via the Internet or
otherwise materially adversely affect our business, financial condition and
results of operations. We may not be able to obtain sufficient funds to grow our
business. Due to the nature of our industry, our future capital needs are
difficult to predict. Therefore, we may require additional capital to fund some
or all of the following: deployment of our IP telephony service; unanticipated
opportunities; strategic alliances; potential acquisitions; changing business
conditions; and unanticipated competitive pressures.

We believe that, as the expected growth in our SMARTVoice subsidiary
accelerates, or if we acquire the business or assets of another company, we may
need to raise additional capital from equity or debt sources. There can be no
assurance that we will be able to raise such capital on favorable terms or at
all. If we are unable to obtain such additional capital, we may be required to
reduce the scope of our anticipated expansion, which could have a material
adverse effect on our business, financial condition, and results of operations.
Pricing pressures and increasing use of IP Telephony technology may lessen our
competitive pricing advantage.

Our success is based partly on our ability to provide discounted local and long
distance telephone services by taking advantage of cost savings achieved by
carrying voice traffic employing IP Telephony technology, as compared to
carrying calls over traditional networks. In recent years, the price of
telephone service has fallen. The price of telephone service may continue to
fall for various reasons, including the adoption of IP Telephony technology by
other communications carriers. Many carriers have adopted pricing plans such
that the rates that they charge are not always substantially higher than the
rates that we charge for similar service. In addition, other providers of long
distance services are offering unlimited or nearly unlimited use of some of
their services for an attractive monthly rate. The overall effect of these
developments may be to reduce the price of local and long distance calls to a
point where we no longer have a price advantage. We would then have to rely on
factors other than price to differentiate our product and service offerings,
which we may not be able to do. If we are not able to do so, our business,
financial condition and results of operations may be materially and adversely
affected.

We and our cable customers may not be able to compete with providers that can
bundle telephony services with other offerings. Our competitors as well as the




                                       48




competitors of our cable operator customers, such as local exchange carriers and
satellite television providers, may be able to bundle services and products that
we do not offer together with long distance or Internet telephony services.
These services could include wireless communications, voice and data services,
Internet access and cable television. This form of bundling would put us at a
competitive disadvantage if these providers can combine a variety of service
offerings at a single attractive price. In addition, some of the
telecommunications and other companies that compete with us and our cable
customers may be able to provide customers with lower communications costs or
other incentives with their services, reducing the overall cost of their
communications packages, and significantly increasing pricing pressures on our
services, which could materially and adversely affect our business, financial
condition and results of operations. While we are entering the cable telephony
business, in part, to take advantage of possible bundled service offerings by
our cable operator customers, we cannot assure you that we will compete
successfully in this business.

Some local exchange carriers, alone or together with partners such as satellite
television providers, are capable of providing a similar bundled service
offering of voice, data and video. This service offering would directly compete
with bundled services offerings by cable operators that purchase our cable
services. If we or our cable operator customers are unable to successfully
compete with these offerings, our business, financial condition and results of
operations may be materially and adversely affected. Competition could reduce
our market share and decrease our revenue. The market for telecommunications
services is extremely competitive. Many companies offer products and services
like ours, and many of these companies have a superior presence in the markets
we serve. In addition, many of these companies are larger than we are and have
substantially greater financial, distribution and marketing resources than we
do. We may not be able to compete successfully with these companies. If we do
not succeed in competing with these companies, we will lose customers and our
revenue will be substantially reduced, and our business, financial condition and
results of operations may be materially and adversely affected.

Our competitors include the following:

International Communications Services. Competitors include both government-owned
phone companies as well as emerging competitive carriers.

Consumer Division. There are several large and numerous small competitors and we
expect to face continuing competition based on price and service offerings from
existing competitors. Competitors include AT&T, MCI, Sprint, and Regional Bell
Operating Companies, all of whom offer their own service. Some providers, such
as Go2Call and DeltaThree, Inc., offer similar PC-to-phone services.

Cable Telephony. Our ability to sell our IP telephony services may be further
limited by the fact that cable operators may elect to develop and maintain their
own IP telephony service instead of buying services from us. There are several
companies who currently market IP telephony services directly to consumers and
cable operators. These companies may be able to offer services similar to ours,




                                       49




or features that we may be unable to provide, and they may offer services at
prices lower than we intend to charge. Other companies aggregate a series of
elements to deploy cable telephony systems that could be competitive to us.

We along with cable operators seeking to provide our telephony services directly
to customers will face competition for subscribers for telephone service from
incumbent local exchange carriers, such as Verizon, Qwest, SBC and competitive
local exchange carriers for subscribers for telephone services. We expect that
competition for telephone services will be primarily on the basis of price,
quality, customer service and the ability to offer a bundled voice, video and
data service offering. Some local exchange carriers, alone or together with
partners such as satellite television providers, are or may become capable of
providing bundled service offerings of voice, data and video similar to which
cable operators who have upgraded their systems to two-way digital cable can
provide. Our business may be affected by the proliferation and increased usage
of cellular telephones.

A significant number of our customers use calling cards while traveling, both
domestically and abroad. As more and more people obtain cellular telephones, and
as cellular telephone users increase their usage, and begin to use their phones
in broader geographic regions, including internationally, the need for these
customers to purchase our calling cards may be reduced. We cannot predict how
this development will impact our business, as our calling card rates and service
could be attractive enough for cellular telephone users to continue to purchase
our cards when traveling. If our calling card rates and service are not
attractive enough to compete with cellular telephone usage, our business,
financial condition and results of operations may be materially and adversely
affected. We have and plan to increasingly depend on our international
operations, which subject us to unpredictable regulatory, economic and political
situations.

A significant component of our strategy is to continue to expand
internationally. We cannot assure you that we will be successful in expanding
into additional international markets. In addition to the uncertainty regarding
our ability to generate revenue from foreign operations and expand our
international presence, there are certain risks inherent in doing business on an
international basis, including: changing regulatory requirements, which vary
widely from country to country; action by foreign governments or foreign
telecommunications companies to limit access to our services; increased bad debt
and subscription fraud; legal uncertainty regarding liability, tariffs and other
trade barriers; economic and political instability; and potentially adverse tax
consequences.

If our customers do not perceive our services to be effective or of high
quality, our brand and name recognition would suffer. We believe that
establishing and maintaining brand and name recognition is critical for
attracting and expanding our targeted client base. We also believe that the
importance of reputation and name recognition will increase as competition in
our market increases. Promotion and enhancement of our name will depend on the
effectiveness of our marketing and advertising efforts and on our success in
continuing to provide high quality and reliable products and services, neither
of which can be assured. Our SMARTVoice business requires us to rely on third




                                       50




party resellers to promote and market our products and services. These third
parties may not provide the same level of effort as we do to protect the high
quality reputation we believe our services and products maintain. If they do
not, our reputation may be diminished in these markets which may have a material
and adverse effect on our business, results of operations and financial
condition.

Our IP telephony business will be providing services that have not yet gained
widespread customer and market acceptance. If customers do not perceive cable
telephony to be a reliable and high quality alternative to traditional phone
service, our ability to earn revenues from our cable telephony business and our
business, financial condition and results of operations may be materially and
adversely affected. Any damage to or failure of our systems or operations could
result in reductions in, or terminations of, our services. Our success depends
on our ability to provide efficient and uninterrupted, high quality services.
Our systems and operations are vulnerable to damage or interruption from natural
disasters, power loss, telecommunication failures, physical or electronic
break-ins, sabotage, computer viruses, and intentional acts of terrorism or
vandalism and similar events that may be or may not be beyond our control.

Our systems and operations could also be interrupted by Internet service
providers or government owned telecommunications companies that implement
network changes or blocks, which may also be out of our control. The occurrence
of any or all of these events could still hurt our reputation and cause us to
lose customers, which may materially and adversely affect our business,
financial condition and results of operations.

Substantially all of the IP telephony calls made by our customers are connected
through local telephone companies and, at least in part, through leased networks
that may become unavailable.

We are not a local telephone company or a local exchange carrier. Our network
covers only portions of the United States. Accordingly, we must route parts of
some domestic and all international calls made by our customers over leased
transmission facilities. In addition, because our network does not extend to
homes or businesses, we must generally route calls through a local telephone
company to reach our network and, ultimately, to reach their final destinations.

In many of the foreign jurisdictions in which we conduct or plan to conduct
business, the primary provider of significant in-country transmission facilities
is the national telephone company, which may be the only provider in that
country. Accordingly, we may have to lease transmission capacity at artificially
high rates from such a monopolistic provider, and consequently, we may not be
able to generate a profit on those calls.

In addition, national telephone companies may not be required by law to lease
necessary transmission lines to us or, if applicable law requires national
telephone companies to lease transmission facilities to us, we may encounter
delays in negotiating leases and interconnection agreements and commencing
operations. Additionally, disputes may result with respect to pricing, billing
or other terms of these agreements, and these disputes could affect our ability
to continue to operate in these countries, which may materially and adversely




                                       51




affect our business, financial condition and results of operations.

Our ability to implement our IP telephony services will require the negotiation
of interconnection agreements with established telephone companies and other new
market entrants, which can take considerable time, effort and expense and which
is subject to federal, state and local regulation. Interconnection agreements
are agreements between local telecommunications services providers that set
forth the terms and conditions governing how these providers will interconnect
their networks and/or purchase or lease network facilities and services. We rely
on the Internet and third-party communications infrastructure over which we have
little control.

Our service could be disrupted, our reputation could be harmed and we could lose
customers, if the quality and maintenance of the third-party communications
infrastructure on which we rely suffers. This infrastructure, including the
Internet and leased transmission facilities, is sometimes used to carry our
voice traffic between our customers. We have no control over whether the
infrastructure on which we rely will be adequately maintained by these third
parties or whether these third parties are able to upgrade or improve their
equipment and prevent it from becoming obsolete. If these third parties fail to
maintain, upgrade or improve this equipment, our service quality may be harmed,
we may lose customers and our business, financial condition and results of
operations may be materially and adversely affected. We do not control the
security of the Internet and our business could be materially harmed by
unauthorized activity which results in congestion, failures or deficiencies in
the infrastructure.

We depend on key vendors for hardware devices and SoftSwitches. We rely on one
of our vendors, Signal Communications Ltd. to manufacture the hardware devices
sold by our channel sales group. Signal Communications could stop providing us
with these products with little or no prior notice. While we believe our
relationship with Signal Communications is stable, we can provide no assurance
that this relationship will continue to be good, or continue at all. While we
believe we could replace Signal Communications if necessary, this could take a
period of time during which our hardware sales could be materially and adversely
affected, and this could impact our ability to service some of our customers for
this period of time.

The services provided by our SMARTVoice business depend on a SoftSwitch product.
We currently have one SoftSwitch vendor and one SoftSwitch in operation. We
understand that our SoftSwitch vendor may be experiencing financial
difficulties. We are currently testing SoftSwitch products from other vendors to
determine whether they comply with our quality and service standards. One
vendor, other than our current vendor, has satisfied our testing standards.
However, we have not agreed on terms of supply with that vendor. If we are
unable to obtain SoftSwitches our ability to deploy our IP telephony service may
be significantly delayed.

Our success depends on our ability to handle a large number of simultaneous
calls, which our systems may not be able to accommodate. We expect the volume of
simultaneous calls to increase significantly as we expand our operations. Our
network hardware and software may not be able to accommodate this additional




                                       52




volume. If we fail to maintain an appropriate level of operating performance, or
if our service is disrupted, our reputation could be hurt, we could lose
customers and our business, financial condition and results of operations could
be materially and adversely affected. Because we are unable to predict
definitely the volume of usage and our capacity needs, we may be forced to enter
into disadvantageous contracts that would reduce our operating margins.

We may have to enter into additional long-term agreements for leased
communications transmission capacity. To the extent that we overestimate our
call volume, we may be obligated to pay for more transmission capacity than we
actually use, resulting in costs without corresponding revenue. Conversely, if
we underestimate our capacity needs, we may be required to obtain additional
transmission capacity through more expensive means or such capacity may not be
available. As a result, our margins could be reduced and our business, financial
condition and results of operations could be materially and adversely affected.

We may not be able to keep pace with rapid technological changes in the
communications industry. Our industry is subject to rapid technological change.
We cannot predict the effect of technological changes on our business. We expect
that new services and technologies will emerge in the market in which we
compete. These new services and technologies may be superior to the services and
technologies that we use, or these new services may render our services and
technologies obsolete.

To be successful, we must adapt to our rapidly changing market by continually
improving and expanding the scope of services we offer and by developing new
services and technologies to meet customer needs. Our success will depend, in
part, on our ability to respond to technological advances and emerging industry
standards on a cost effective and timely basis. If we are unable to do so, our
business, financial condition and results of operations may be materially and
adversely affected. Unauthorized use of our intellectual property by third
parties may damage our brand.

We regard our patents, service marks, trademarks, trade secrets and other
intellectual property as important to our success. We rely on trademark and
copyright law, trade secret protection and confidentiality agreements with our
employees, customers, partners and others to protect our intellectual property
rights. Despite our precautions, it may be possible for third parties to obtain
and use our intellectual property without authorization. Furthermore, the laws
of some foreign countries may not protect intellectual property rights to the
same extent as do the laws of the United States.

It may be difficult for us to enforce certain of our intellectual property
rights against third parties who may have acquired intellectual property rights
by filing unauthorized applications in foreign countries to register the
trademarks that we use because of their familiarity with our worldwide
operations. Since Internet related industries such as ours are exposed to the
intellectual property laws of numerous foreign countries and trademark rights
are territorial, there is uncertainty in the enforceability and scope of
protection of our trademarks.




                                       53




The unauthorized use of our intellectual property by third parties may damage
our brand and may have a material adverse effect on our business, financial
condition and results of operations. Defending against intellectual property
infringement claims could be expensive and could disrupt our business.

We cannot be certain that our products and services do not or will not infringe
upon valid patents, trademarks, copyrights or other intellectual property rights
held or claimed by third parties. We may also be subject to other legal
proceedings and claims from time to time relating to the intellectual property
of others in the ordinary course of our business. We may incur substantial
expenses in defending against those third-party infringement claims, regardless
of their merit. Successful infringement claims against us may result in
substantial monetary liability or may materially disrupt the conduct of our
business.

Our risk management practices may not be sufficient to protect us from
unauthorized transactions or thefts of services. As have many others in our
industry whose customers use credit cards to purchase services, we have been the
victim of consumer fraud and theft of service. From time to time, callers have
obtained our services without rendering payment by unlawfully using our access
numbers and personal identification numbers. We attempt to manage these theft
and fraud risks through our internal controls and our monitoring and blocking
systems. If these efforts are not successful, the theft of our services may
cause our revenue to decline significantly and our business, financial condition
and results of operations to be materially and adversely affected.

The Company intends to focus its business strategy on extensive product
development and distribution throughout North America in 2004 and 2005.

ITEM 7. FINANCIAL STATEMENTS.

See page F-1 of the financial reported included in this Annual Report.

                            ORBIT BRANDS CORPORATION

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003

                                 C O N T E N T S


Reports of Independent Auditors                                       56

Financial Statements:

Balance Sheet                                                         57

Statements of Operations                                              58

Statement of Stockholders' (Deficit)                                  59

Statements of Cash Flows                                              60

Notes to Financial Statements                                         61



                                       55



                         REPORT OF INDEPENDENT AUDITORS


Stockholders and Board of Directors
Orbit Brands Corporation

We have audited the accompanying consolidated balance sheet of Orbit Brands
Corporation as of December 31, 2003, and the related consolidated statements of
operations, stockholders' (deficit) and cash flows for the years ended December
31, 2003 and 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Orbit Brands Corporation as of
December 31, 2003, and results of its operations and its cash flows for the
years ended December 31, 2003 and 2002, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered a loss from operations and has
working capital and stockholders' deficits. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to this matter are also discussed in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Stark Winter Schenkein & Co., LLP




Denver, Colorado
June 3, 2004




                                       56




                           Orbit Brands, Corporation
                           Consolidated Balance Sheet
                                December 31, 2003

Assets

Current assets:
   Cash                                                          $     46,593
   Other current assets                                                 2,800 
     Total current assets                                        $     49,393
                                                                 =============


Liabilities and Stockholders' (Deficit)

Current liabilities:
   Accounts payable                                              $  1,430,683
   Accrued expenses                                                 3,785,756
   Accounts payable and accrued expenses - related parties          3,959,038
   Notes payable - related parties                                    828,000
   Notes payable                                                   14,962,986 
     Total current liabilities                                     24,966,463 

Stockholders' (deficit):
   Preferred stock, $.001 par value, Series A convertible
      10,000,000 shares authorized,
      no shares issued and outstanding                                      -
   Common stock, $.001 par value,
      2,000,000,000 shares authorized,
      610,680,704 shares issued and outstanding                       610,680
   Paid in capital                                                 59,041,949
   Accumulated (deficit)                                          (84,569,699)
                                                                  (24,917,070)
                                                                 $     49,393
                                                                 =============


      See the accompanying notes to the consolidated financial statements.



                                       57




                            Orbit Brands, Corporation
                      Consolidated Statements of Operations
                     Years Ended December 31, 2003 and 2002

                                                           2003           2002


Revenue                                               $          -     $         - 

Operating expenses:
   Non-cash compensation                                   809,430       4,111,148
   Selling, general and administrative expenses            426,714         834,234 
                                                         1,236,144       4,945,382 

(Loss) from operations                                  (1,236,144)     (4,945,382)

Other (income) expense:
  Impairment of property and equipment                           -          45,300
  Interest                                               1,787,800       1,249,382 
                                                         1,787,800       1,294,682 

Net (loss)                                            $ (3,023,944)    $(6,240,064)
                                                      =============    ============

Per share information - basic and fully diluted:

  Weighted average shares outstanding                  610,680,704     567,942,952
                                                      =============    ============

  Net (loss) per share                                $      (0.00)    $     (0.01)
                                                      =============    ============



      See the accompanying notes to the consolidated financial statements.



                                       58




                            Orbit Brands, Corporation
                Consolidated Statement of Stockholders' (Deficit)
                     Yesrs Ended December 31, 2002 and 2003


                                                Common Stock            Preferred Stock                        Treasury stock        Accumulated
                                            Shares        Amount       Shares    Amount  Paid in Capital     Shares     Amount         (Deficit)          Total

Balance December 31, 2001 (Restated)      556,852,418   $ 556,852      281,250  $  281   $  57,419,257       281,250   $ (210,937)   $ (75,305,691)   $ (17,540,238)


Subscription for shares due to officer              -           -            -       -          11,784             -            -                -           11,784
Conversion of debt                         41,328,286      41,328            -       -       1,398,561             -            -                -        1,439,889
Issued for services                        12,500,000      12,500            -       -         423,003             -            -                -          435,503
Net (loss)                                          -           -            -       -               -             -            -       (6,240,064)      (6,240,064)

Balance December 31, 2002                 610,680,704     610,680      281,250     281      59,252,605       281,250     (210,937)     (81,545,755)     (21,893,126)

Retirement of preferred stock                       -           -     (281,250)   (281)       (210,656)     (281,250)     210,937                -                -
Net (loss)                                          -           -            -       -               -             -            -       (3,023,944)      (3,023,944)

Balance December 31, 2003                 610,680,704   $ 610,680            -  $    -   $  59,041,949             -   $        -    $ (84,569,699)   $ (24,917,070)
                                          ===========   =========     ========= =======  ==============     =========  ===========   ==============   ==============


      See the accompanying notes to the consolidated financial statements.



                                       59




                            Orbit Brands, Corporation
                      Consolidated Statements of Cash Flows
                     Years Ended December 31, 2003 and 2002

                                                             2003            2002

Cash flows from operating activities:
Net (loss)                                               $(3,023,944)    $(6,240,064)
 Adjustments to reconcile net (loss) to net cash
 (used in) operating activities:
 Impairment of property and equipment                              -          45,300
 Notes payable issued for services                           809,430       3,675,500
 Issuance of common stock and warrants for services                -         447,287
Changes in:
 Accounts receivable                                               -          49,260
 Other current assets                                         (2,800)              -
 Accounts payable                                             15,882         278,735
 Accrued expenses                                          1,713,800         894,702
 Accounts payable and accrued expenses - related parties     323,268         697,437 
Net cash (used in) operating activities                     (164,364)       (151,843)

Cash flows from investing activities:
Net cash (used in) investing activities                            -               - 

Cash flows from financing activities:
  Proceeds from notes payable                                209,300         153,500 
Net cash provided by financing activities                    209,300         153,500 

Net increase in cash                                          44,936           1,657

Beginning - cash balance                                       1,657               - 

Ending - cash balance                                    $    46,593     $     1,657
                                                         ============    ============

Supplemental cash flow information:

  Cash paid for income taxes                             $         -     $         -
                                                         ============    ============
  Cash paid for interest                                 $         -     $         -
                                                         ============    ============

Non cash investing and financing activities:
   Conversion of notes payable to common stock           $         -     $ 1,439,889
                                                         ============    ============



      See the accompanying notes to the consolidated financial statements.




                                       60




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Orbittravel.com Corporation ("the Company") was incorporated in Delaware during
November 1991 and through its subsidiaries had been engaged in the development,
licensing and marketing of golf-related businesses. Additionally, the Company
has planed to provide specialized e-commerce applications and provide essential
distribution services and on-line marketing solutions to the travel industry.
The Company currently has no revenue producing operations.

Consolidation

The financial statements include the accounts of the Company and its wholly
owned subsidiaries. All significant inter-company accounts and transactions have
been eliminated in consolidation.

Reclassifications

Certain items presented in the previous year's financial statements have been
reclassified to conform to current year presentation.

Revenue Recognition

The Company recognizes revenue from services at the time the services are
completed and revenue from the sale of products at the time that title passes to
the buyer.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts
receivable are comprised of balances due from customers net of estimated
allowances for uncollectible accounts. In determining collectibility, historical
trends are evaluated and specific customer issues are reviewed to arrive at
appropriate allowances.

Property and Equipment

Property and equipment is recorded at cost. Depreciation of assets is computed
using the straight-line method over the estimated useful lives of the assets.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable, accrued expenses and notes payable. Fair values were assumed
to approximate carrying values for these financial instruments because they are
short term in nature and their carrying amounts approximate fair values. The
carrying value of the Company's long-term debt approximated its fair value based




                                       61




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003


on the current market conditions for similar debt instruments.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the
existence of facts and circumstances that suggest impairment. The Company will
measures the amount of any impairment based on the amount that the carrying
value of the impaired assets exceed the undiscounted cash flows expected to
result from the use and eventual disposal of the impaired assets. During 2002
the Company recorded impairment losses of $45,300 related to property and
equipment.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards ("SFAS") 128, "Earnings per Share." Basic
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding. During periods in which the Company incurs losses common stock
equivalents, if any, are not considered, as their effect would be anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Advertising Costs

Advertising costs are charged to expense as incurred.

Software Development Costs

Direct costs incurred in the development of software are capitalized once the
preliminary project stage is complete, management has committed to funding the
project and completion, and use of the software for its intended purpose are
probable. The Company ceases capitalization of development costs once the
software has been substantially completed and is ready for its intended use.
Software development costs are amortized over their estimated useful lives of 3
years. Costs associated with upgrades and enhancements that result in additional
functionality are capitalized.

Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise and
Related Information". Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.




                                       62



                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma
effects on net income (loss) had the fair value of the options been expensed.
The Company has elected to continue to apply APB 25 in accounting for its stock
option incentive plans.

Recent Pronouncements

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

In April 2003, the FASB issued Statement of Financial Accounting Standard No.
149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities" (SFAS 149). SFAS 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS 149 is generally effective for
contracts entered into or modified after June 30, 2003 or hedging relationships
designated after June 30, 2003. The adoption of SFAS 149 did not have a material
impact on the Company's financial position or operating results.




                                       63




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003


In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46,
Consolidation of Variable Interest Entities, which requires variable interest
entities (commonly referred to as SPEs) to be consolidated by the primary
beneficiary of the entity if certain criteria are met. FIN No. 46 is effective
immediately for all new variable interest entities created or acquired after
January 31, 2003. The adoption of this statement does not impact the Company's
historical or present financial statements, as the Company has not created or
acquired any variable interest entities, nor does it expect to in the future.

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
148 "Accounting for Stock-Based Compensation--Transition and Disclosure--an
amendment of SFAS 123." SFAS 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation from the intrinsic value-based method of accounting
prescribed by APB 25. As allowed by SFAS 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting, and has
adopted the disclosure requirements of SFAS 123. The Company currently does not
anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS 146 provides new guidance on the recognition
of costs associated with exit or disposal activities. The standard requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of commitment to an exit or disposal
plan. SFAS 146 supercedes previous accounting guidance provided by the EITF
Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." EITF Issue No. 94-3 required recognition of costs at the date
of commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Early application is permitted. The adoption of SFAS 146 by the Company has not
had a material impact on the Company's financial position, results of
operations, or cash flows.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Among other things, this statement rescinds FASB Statement No. 4, "Reporting
Gains and Losses from Extinguishment of Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 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," will now be used to
classify those gains and losses. The provisions of SFAS 145 related to the
classification of debt extinguishment are effective for years beginning after
May 15, 2002. The adoption of SFAS 145 by the Company has not had a material
impact on the Company's financial position, results of operations, or cash
flows.

NOTE 2. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the years ended December 31, 2003 and 2002, the Company incurred net




                                       64



                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003


losses of $3,023,944 and $6,240,064 and has working capital and stockholders'
deficits of $24,917,070 at December 31, 2003.

The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.

The Company is pursuing equity and debt financing for its operations and is
seeking to expand its operations. In this regard it is attempting to enter into
the broadband communications business through a proposed merger with Smart Voice
Telecommunications (see Note 9). Failure to secure such financing or enter into
this merger agreement or another merger agreement with an operating entity may
result in the Company depleting its available funds and not being able pay its
obligations.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

NOTE 3. NOTES PAYABLE

Notes payable consists of the following at December 31, 2003

Unsecured  7 % notes payable due January 1999, principal
and interest payable at maturity                                  $1,527,500
Unsecured convertible 7 % and 9 % debentures due at
 various dates in 2000, principal and interest payable
 at maturity, unless converted into common stock                   2,935,907
Unsecured convertible 5 % and 12 % debentures due at
 various dates in 2002, principal and interest payable
 at maturity, unless converted into common stock                   4,910,000
Unsecured convertible 12 % debentures due at
 various dates in 2003, principal and interest payable
 at maturity, unless converted into common stock                   3,829,145
Unsecured convertible 12% debentures due at
 various dates in 2004, principal and interest payable
 at maturity, unless converted into common stock                   1,018,730
Other notes payable                                                  741,704
                                                                 $14,962,986
                                                                 ===========



                                       65



                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003


Notes payable to related parties consists of the following at December 31, 2003:

Unsecured 6% notes, with principal and interest payable on
 demand                                                              $200,000
Unsecured 12% note to former employees due March 2000, with
 principal and interest payable at maturity                           208,000
Secured 12% note payable due June 30, 2001, principal
  and interest payable at maturity                                    400,000
Other notes payable                                                    20,000
                                                                     $828,000
                                                                     ========

Substantially all of the notes are currently in default. Certain debenture
agreements contain covenants, which require the Company to perform a reverse
split of not less than fifteen shares of the Company's common stock for one
share of common stock. Certain debenture agreements also contain additional
terms including registration rights and default provisions.

The convertible notes have contractual conversion rates of between $0.002 and
$0.045, (see Note 5).

NOTE 4. INCOME TAXES

Under SFAS 109, "Accounting for Income Taxes", the liability method is used in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between financial reporting and
tax bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.

Deferred income taxes reflect the net 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 at December 31, 2003 are approximated as follows:

Deferred tax assets:
  Net operating loss carryforwards             $ 13,000,000
Valuation allowance for deferred tax assets     (13,000,000)
Net deferred tax assets                        $          -
                                               =============

At December 31, 2003, the Company has a net operating loss carryforward of
approximately $39 million, which will begin to expire through the year 2023.
Given the changes in the business and ownership, management believes it is
highly unlikely that the net operating loss will be available to offset future
income. The tax benefits of these items are reflected in the above table of
deferred tax assets and liabilities. U.S. tax rules impose limitations on the
use of net operating losses following certain changes in ownership. If a change
were to occur, the limitation could reduce the amount of these benefits that
would be available to offset future taxable income each year, starting with the
year of ownership change.

The reconciliation of income tax attributable to continuing operations computed
at the U.S. federal statutory tax rates to income tax expense is approximated as
follows:




                                       66




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003


                                                           YEARS ENDED
                                                           DECEMBER 31,
                                                      2003              2002

Income tax benefit at U.S. statutory rate          $(1,030,000)    $ (2,120,000)
State tax benefit, net                                (150,000)        (310,000)
Change in valuation allowance                        1,180,000        2,430,000 
Tax expense                                        $         -     $          -
                                                   ============    =============

NOTE 5. STOCKHOLDERS' (DEFICIT)

Common Stock

During the year ended December 31, 2002 the Company issued 41,328,286 shares of
common stock related to the conversion of $1,439,889 of debt and 12,500,000
shares of common stock for services valued at $435,503 which represents the fair
market value of the shares issued.

In addition, during the year ended December 31, 2002 the Company recorded stock
subscriptions for an aggregate of $11,784 for 11,783,580 shares of common stock
related to certain anti-dilution provisions contained in the employment contract
discussed in Note 6.

The number of potentially convertible shares of common stock related to
conversion of convertible debentures is approximately 431,172,000.

As of December 31, 2002, warrants to purchase 223,333 shares of the Company's
common stock were outstanding. These warrants expired January 28, 2003 and had
exercise prices ranging from $2.81 to $3.00 per share.

During the year ended December 31, 2003, the Company issued 100,000,000 options
to purchase shares of common stock to certain non-employees at an exercise price
of $.001 per share for 5 years.

SFAS 123 requires the Company to provide pro-forma information regarding net
income and earnings per share as if compensation cost for the Company's stock
option plans had been determined in accordance with the fair value based method
prescribed in SFAS 123. The fair value of the option grants is estimated on the
date of grant utilizing the Black-Scholes option pricing model with the
following weighted average assumptions for grants during the years ended
December 31 2003: expected life of options of 5 years, expected volatility of
361%, risk-free interest rate of 3% and no dividend yield. The weighted average
fair value at the date of grant for options granted during the year ended
December 31, 2003, approximated $0.00 per option. Compensation costs charged to
operations aggregated $0 for the year ended September 30, 2003. These results
may not be representative of those to be expected in future years.

Stock Option Plan

In November 2000, the Board of Directors and the stockholders of the Company
adopted a stock option plan. The number of options, which may be granted under
the plan aggregates 175,000,000. The purchase price for any Stock Awards and the
exercise price for any Options may not be less than the fair market value for
the common stock on the date of grant. There are currently no options
outstanding under the plan.




                                       67




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

NOTE 6. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its office at a rate of $4,000 per month pursuant to a lease
expiring in June 2005. Future minimum lease payments are as follows:

        2004: $48,000
        2005: $24,000

Rent expense for the years ended December 31, 2003 and 2002 including the above
lease was $ 36,687 and $0.

Employment Contract

The Company entered into an employment with an executive officer, which expires
during June 2010. The agreement provides for minimum salary levels and minimum
expense reimbursements as well as for incentive bonuses, which are payable if
specified management goals are attained. Minimum commitments for future salaries
and expense reimbursement, excluding bonuses aggregate $358,000 per year.

In addition to these amounts, the Company has agreed to pay an annual
performance/incentive bonus on the following terms:

Company Fiscal Year Revenue                       Bonus

$0 to $2.0 million                          5% of base salary
$2.0 million to $5.0 million                15% of base salary
$5.0 million to $10.0 million               30% of base salary
$10.0 million or greater                    50% of base salary

The employment agreement also provides for the issuance of 5 million options to
purchase shares of the Company's common stock upon the Company's adoption of a
new stock option plan, all of which will be immediately exercisable. The
employment agreement provides anti-dilution protection such that in the event
the Company ever issues any additional shares at a price less than the exercise
price then in effect for the options granted to him, the exercise price of his
options will be proportionately reduced. In addition to requiring the Company to
record compensation expense on each occasion the exercise price of the options
is reduced.

The employment contract allows the employee at all times to maintain his
proportionate equity interest in the Company by means of the issuance of
additional shares of common stock to him in sufficient amounts to preserve his
percentage ownership in the Company. This may be accomplished by purchase at the
price or on terms included in the employment contract or his election to convert
debt owed to him by the Company.

If the Company terminates the employment agreement without cause at any time
during the term the Company is required to fulfill the following severance
obligations:

(1) The Company must continue to reimburse the employee after the termination of
his employment approximately $9,000 per month to enable him to maintain an




                                       68




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

office and residence in New York City for the balance of the term of the
agreement;

(2) In the event the employee continues after the termination of his employment
to hold options, warrants or other securities convertible into the Company's
common stock, the exercise prices of such securities shall be proportionately
reduced if the Company issues common stock at a price lower than the exercise
price then in effect for the employees options;

(3) The Company must pay the employee a lump sum equal to the sum of the present
value of 100% of his base salary for the balance of the term of the employment
agreement;

(4) The Company must pay the employee an additional lump sum equal to $1.25
million; and

(5) The Company must execute a UCC-1 financing statement in favor of the
employee enabling him to record a lien against the Company's assets in order to
secure payment of the $1.25 million severance payment.

In addition, regardless of whether the Company has previously terminated the
employee's employment, if upon the expiration of the employment term, the
Company elects not to offer an additional five-year employment contract, the
Company must pay him an additional lump sum payment in the amount of $900,000.

The Company may only avoid these severance obligations if it terminates
employment for cause. In order for the Company to terminate employment for
cause, it must follow the procedures set forth in his employment agreement. The
Company would be required to give a 90 days' prior written notice of his
termination for cause. The employee would then have 90 additional days to elect
whether to object to his termination. If so objected, the Board of Directors
would be required to convene a special meeting within 30 days, at which the
employee would have the right to appear, to review his objection and determine
whether sufficient evidence existed to terminate employment for cause. The
employee may again object to the Board of Directors' determination by filing a
request for arbitration within 30 days of the Board's determination. The
arbitration would be required to take place within 60 days of notice of such
request. If the employee objected to termination of his employment for cause, he
would remain in his position as Chief Executive Officer and continue to receive
the amounts due to him under his employment agreement, until the contested
matters were finally determined. This process could take a substantial amount of
time. Even if the Company were to be successful in terminating employment for
cause, if upon expiration of the employment term, the Company elects not to
offer an additional five year employment contract, the Company would be
obligated to pay him an additional lump sum payment of $900,000, as well as
paying existing payable of approximately $3,500,000.

Litigation

A. In early October 2001, the Company commenced suit in the United States
District Court for the Southern District of New York in which it sought to
recover $200 million in damages and other relief against Teakwood Ventures, LLC
and several related parties, including Aditha Reksono, Dilip Missand, Cambridge
Management Systems, Ltd., Global Systems Consulting, Ltd., the Europe
Corporation, AsiaGateway.com, Ltd., Lilijanti Sudarto and Ina Indrawati. The
claims included allegations of fraud, misrepresentation, breach of contract,
violation of RICO statutes, and other claims. On October 18, 2001, the Company
reached an overall settlement with the defendants, pursuant to which the shares




                                       69




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

which had been issued to the defendants were to be returned to the Company. The
total number of shares of the Company's common stock to be returned in
accordance with the "Teakwood Settlement" was approximately 184,277,000 shares.

B. ORBIT BRANDS CORPORATION, a Delaware corporation, Itrex International
Corporation, a Delaware corporation, and Joseph R. Cellura, Plaintiffs, vs.
Douglas R. Dollinger, Joanne Bertolini, Dean E. Miller, etc., et al.,
Defendants, Los Angeles County Superior Court Case No. BC 309 942.

Nature of the Litigation: The Company, through its subsidiary, Itrex
International Corporation, and Mr. Cellura, personally, commenced suit against
the above-named individuals in the Superior Court of the State of California for
the County of Los Angeles, seeking damages for breach of fiduciary duty,
professional negligence, breach of contract, intentional interference with
business relations, negligent interference with business relations, intentional
infliction of emotional distress, negligent infliction of emotional distress,
and common counts, and an accounting. The Company anticipates that the suit will
be amended, possibly to add additional parties, as well as to include additional
claims against the original defendants.

Despite its best efforts, the Company has been unable to obtain certain books
and records in the custody and possession or under the control of its former
Chief Legal Officer, Douglas R. Dollinger, who has to date, despite numerous
requests and demands made by and on behalf of the Company, failed and refused to
deliver such books and records to the Company. The Company has continued to
demand the turnover of such books and records, inter alia, and has commenced the
referenced litigation against Mr. Dollinger, among others, for the failure and
refusal to return these documents to the Company, among other claims asserted
against Mr. Dollinger in the lawsuit.

As the Company's Chief Legal Officer, Mr. Dollinger was responsible for the
Company's Delaware franchise tax filings, as well as its federal and state
income tax returns and all federal and state securities reports and filings,
none of which, as noted above, were filed during the years in question. The
Company is further informed and believes that Mr. Dollinger has attempted to
intervene in the Company's efforts to bring itself back into compliance with its
regulatory reporting and filing obligations, and that Mr. Dollinger also has
contacted a number of the Company's professionals to discourage their completion
of their engagement(s) to do so during the past several months. These matters
may constitute additional material facts and issues in the above-referenced
litigation against Mr. Dollinger.

Progress to Date: The Company filed the Complaint on February 2, 2004. None of
the defendants has yet answered the Complaint or otherwise filed a response, but
none of the defendants is yet in default. The Company intends to vigorously
prosecute the suit against all of the named defendants.

Evaluation Outcome: The total amount of damages claimed by the Company exceeds
$1 million. It is not possible to predict the outcome of the lawsuit or the
amount of damages, if any, that the Company may be able to recover against the
defendants.

C. Dean E. Miller, Plaintiff, vs. Orbittravel.Com Corporation and Joseph R.
Cellura, Defendants; ORBIT BRANDS CORPORATION and Joseph R. Cellura,
Counterclaimants, vs. Dean E. Miller, Counter-Defendant, Delaware Court of
Chancery Case No. CA 253-N.




                                       70




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

Nature of the litigation: The Company and Mr. Cellura are named as defendants in
this suit, which was filed in Delaware Chancery Court by a former employee of
the Company, Dean Miller, who was terminated in or about 2001. Mr. Miller also
is a minority shareholder in the Company. Neither the Company nor Mr. Cellura
were served with the lawsuit, although they discovered through an audit that the
lawsuit was filed in Delaware on February 13, 2004 and purportedly served on the
Company's designated agent for service of process on February 26, 2004. The suit
is based upon an alleged failure to hold annual stockholders meetings, and
further alleges claims for breach of fiduciary duties, and misappropriation and
embezzlement of funds and securities.

Progress to Date: Despite the fact that the Company and Mr. Cellura learned of
the existence of the lawsuit by chance, they have answered the lawsuit and filed
their own counterclaim against Mr. Miller in the Chancery Court, seeking
declaratory relief to the effect that Mr. Miller's claims are wholly without
merit and that he lacks standing to assert them. Both the Company and Mr.
Cellura categorically deny each and all of Mr. Miller's contentions, and they
each intend to vigorously defend the lawsuit and to prosecute their
counterclaims against Mr. Miller and third- party claims against parties in
addition to Mr. Miller, as deemed appropriate.

Evaluation Outcome: Based upon the recent of the commencement of the lawsuit, it
is not possible to predict the outcome of the lawsuit or the amount of damages,
if any, for which the defendants could be determined to be liable.

The Company is also involved in other legal proceedings as a part of its normal
course of business. The ultimate resolution of these matters may have a material
impact on the Company's results of operations or financial position in any
quarterly or annual period.

Other

During the periods covered by these financial statements the Company issued
shares of common stock and convertible debentures without registration under the
Securities Act of 1933. Although the Company believes that the sales did not
involve a public offering of its securities and that the Company did comply with
the "safe harbor" exemptions from registration, it could be liable for
rescission of the sales if such exemptions were found not to apply and this
could have a material negative impact on the Company's financial position and
results of operations.

During the past two years, the Company did not file its 2002 and 2003 tax
returns, nor did it file its SEC Forms 10-KSB, Form 10-QSB, or Form 8-K reports,
as they were due, or other securities reports and filings.

NOTE 7. RELATED PARTY TRANSACTIONS

The Company funded expenses on behalf of certain entities affiliated through
common ownership. Accounts receivable from related parties were $49,260 and were
written off at December 31, 2002.

At December 31, 2003 the Company is indebted to an officer in the aggregate
amount of approximately $3,500,000 which is included in accounts payable and
accrued expenses - related parties. This amount relates principally to a
settlement agreement for $2,500,000 and unpaid salary and expenses.

NOTE 8. CORRECTION OF AN ERROR




                                       71




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

The Company determined that promissory notes with an aggregate balance of
$6,124,889 were not recorded on its balance sheet at December 31, 2001. The
accompanying financial statements have been restated to reflect this $6,124,889
increase in the balance of the notes. The adjustment increased the accumulated
deficit at December 31, 2001 by this amount to $75,305,691.

NOTE 9. SUBSEQUENT EVENTS

During March 2004 the Company amended its Articles of Incorporation to change
its name to Orbit Brands Corporation.

During May 2004 the Company authorized a reverse stock split of 1 for 500 of the
Company's common shares. This split has not yet been affected.

During April 2004 the Company amended its Articles of Incorporation to increase
its authorized capital to 2,000,000,000 shares of $.001 par value common stock
and 10,000,000 shares of $.001 par value preferred stock. The Company also
authorized the designation of Series A convertible preferred stock as follows:

        (a) Designation. The series of Preferred Stock created hereby shall be
designated the "Series A Preferred Stock".

        (b) Authorized Shares. The number of shares of Series A Preferred Stock
shall be Ten Million (10,000,000) Shares.

        (c) Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, after setting
apart or paying in full the preferential amounts due to holders of senior
capital stock, if any, the holders of Series A Preferred Stock and parity
capital stock, if any, shall be entitled to receive, prior and in preference to
any distribution of any of the assets or surplus funds of the Corporation to the
holders of junior capital stock, including Common Stock, an amount equal to the
market value of the Series A Preferred Stock as of such date divided by the
number of common shares into which this series of preferred stock converts per
share, plus accrued and unpaid dividends (the "Liquidation Preference"). If upon
such liquidation, dissolution or winding up of the Corporation, the assets of
the Corporation available for distribution to the holders of the Series A
Preferred Stock and parity capital stock, if any, shall be insufficient to
permit in full the payment of the Liquidation Preference, then all such assets
of the Corporation shall be distributed ratably among the holders of the Series
A Preferred Stock and parity capital stock, if any. Neither the consolidation or
merger of the Corporation, nor the sale, lease or transfer by the Corporation of
all or a part of its assets, shall be deemed a liquidation, dissolution or
winding up of the Corporation, for purposes of this Section ( c ).

        (d) Dividends. The Series A Preferred Stock shall not be entitled to
receive any dividends.

        (e) Conversion Rights. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder, into 100:1 fully paid and
nonassessable shares of the Corporation's Common Stock, provided, however, that
such conversion would not violate any applicable federal, state or local law,
rule, or regulation, or any judgment, writ, decree or order binding upon the
Corporation or the holder, or any provision of the Corporation's or the holder's
Amended Articles of Incorporation or Bylaws, nor conflict with or contravene the
provisions of any agreement to which the Corporation or the holder are parties,
or by which they are bound. Said conversion rate shall be subject to equitable




                                       72




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

adjustment at the reasonable discretion of the Board of Directors of the
Corporation in the event of the occurrence of capital events which make such
adjustment appropriate, such as a dividend payable in shares of common stock,
combinations of the common stock, a merger or consolidation, or the like.

        (i) Conversion Procedure.

        The holder shall effect conversions by surrendering the certificate(s)
        representing the Series A Preferred Stock to be converted to the
        Corporation, together with a form of conversion notice satisfactory to
        the Corporation, which shall be irrevocable. If the holder is
        converting less than all of the shares of Series A Preferred Stock
        represented by the certificate tendered, the Corporation shall
        promptly deliver to the holder a new certificate representing the
        Series A Preferred Stock not converted. Not later than five (5)
        trading days after the conversion date, the Corporation shall deliver
        to the holder a certificate or certificates, which shall be subject to
        restrictive legends and trading restrictions required by law,
        representing the number of shares of Common Stock being acquired upon
        the conversion; provided, however, that the Corporation shall not be
        obligated to issue such certificates until the Series A Preferred
        Stock is delivered to the Corporation. If the Corporation does not
        deliver such certificate(s) by the date required under this paragraph
        (e)(I), the holder shall be entitled, by written notice to the
        Corporation at any time on or before receipt of such certificate(s),
        to rescind such conversion.

        (ii) Value Maintenance and Reset Provision.

        The number of common shares that this series of convertible preferred
        shares convert into is initially set as of the date of this
        certificate. The number of shares is calculated by taking the
        conversion ratio and multiplying the amount of common shares available
        per preferred share by the number of preferred shares designated by
        the preferred share certificate attached to this certificate. However,
        this number shall be adjusted at the end of each month, or on any date
        upon which a demand for conversion occurs. The purpose of this
        provision is to maintain the original underlying value of the
        preferred shares on the date of the original issuance of the preferred
        shares. This will be accomplished using the following formula:

        One divided by the quotient of the common stock price on the day of
        conversion divided by the common stock price as of the original date
        of issuance of the preferred shares. This result shall be multiplied
        by the number of original common shares that the preferred shares
        could have been converted to, i.e., assume the original common stock
        price was $10, and the current stock price is $5. To convert the
        convertible shares today, the number of common shares per conversion
        would increase by the following formula: 1 ? ($5 per share ? $10 per
        share) = 2. Then multiply the original number of common shares that
        the preferred stock could have converted into by 2. However, in no
        case shall the preferred shares be convertible into a number of common
        shares that is less then the original number of common shares that the
        preferred shareholders had the right to convert into as of the date of
        issuance.

        (iii) Conversion Penalty.

        In the event the Corporation breaches its obligation to timely deliver
        the Common Stock on conversion, without limiting the shareholder's
        other rights and remedies, the Corporation shall pay to the




                                       73




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

        shareholder $5.00 per day for each such breach for each 100:1 shares
        of Common Stock subject to the conversion, with pro rata payments for
        amounts less than 100:1 shares.

        (iv) Adjustments on Stock Splits, Dividends and Distributions.

        If the Corporation, at any time while any Series A Preferred Stock is
        outstanding, (a) shall pay a stock dividend or otherwise make a
        distribution or distributions on shares of its Common Stock payable in
        shares of its capital stock (whether payable in shares of its Common
        Stock or of capital stock of any class), (b) subdivide outstanding
        shares of Common Stock into a larger number of shares, (c) combine
        outstanding shares of Common Stock into a smaller number of shares, or
        (d) issue reclassification of shares of Common Stock into any shares
        of capital stock of the Corporation, the Conversion Ratio shall be
        adjusted by multiplying the number of shares of Common Stock issuable
        by a fraction, of which the numerator shall be the number of shares of
        Common Stock of the Corporation outstanding after such event and the
        denominator shall be the number of shares of Common Stock outstanding
        before such event. Any adjustment made pursuant to this paragraph
        (e)(iv) shall become effective immediately after the record date for
        the determination of stockholders entitled to receive such dividend or
        distribution, or immediately after the effective date in the event of
        a subdivision, combination or reclassification. Whenever the
        Conversion Ratio is adjusted pursuant to this paragraph, the
        Corporation shall promptly mail to the shareholder a notice setting
        forth the Conversion Ratio after such adjustment and a brief statement
        of the facts requiring such adjustment.

        (v) Adjustments on Reclassifications, Consolidations and Mergers.

        In the event of a reclassification of the Common Stock or a
        consolidation or merger of the Corporation with or into another
        person, the sale or transfer of all or substantially all of the assets
        of the Corporation, or any compulsory share exchange pursuant to which
        the Common Stock is converted into other securities, cash or property,
        then each holder of Series A Preferred Stock then outstanding shall
        have the right thereafter to convert such Series A Preferred Stock
        only into the shares of stock or other securities or property
        receivable upon, or deemed to be held by holders of Common Stock
        following, such reclassification, consolidation, merger, sale,
        transfer or share exchange, and the holder shall be entitled upon such
        event to receive such amount of securities or property as the shares
        of the Common Stock into which such Series A Preferred Stock could
        have been converted immediately prior to such reclassification,
        consolidation, merger, sale, transfer or share exchange would have
        been entitled. The terms of any such consolidation, merger, sale,
        transfer or share exchange shall include such terms as are necessary
        or required in order to continue to give to the holder the right to
        receive the securities or property set forth in this paragraph (e)(v)
        upon any conversion following such consolidation, merger, sale,
        transfer or share exchange. This provision shall similarly apply to
        successive reclassifications, consolidations, mergers, sales,
        transfers or share exchanges.

        (vi) Fractional Shares; Issuance Expenses.

        Upon a conversion of Series A Preferred Stock, the Corporation shall
        not be required to issue stock certificates representing fractions of
        shares of Common Stock, but shall issue that number of shares of
        Common Stock which is rounded to the nearest whole number. The
        issuance of certificates for shares of Common Stock on conversion of
        Series A Preferred Stock shall be made without charge to the holder




                                       74




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

        for any documentary stamp or similar taxes that may be payable in
        respect of the issuance or delivery of such certificate, provided that
        the Corporation shall not be required to pay any tax that may be
        payable in respect of any such transfer involved in the issuance
        and/or delivery of any such certificate upon conversion in a name
        other than that of the holder, and the Corporation shall not be
        required to issue or deliver such certificates unless or until the
        person or persons requesting the issuance thereof shall have paid to
        the Corporation the amount of such tax, or shall have established to
        the satisfaction of the Corporation that such tax has been paid.

        (f) Voting Rights. Except as otherwise expressly provided herein or as
required by law, the holders of shares of Series A Preferred Stock shall be
entitled to vote on any matters considered and voted upon by the Corporation's
Common Stock. The holders of Series A Preferred Stock shall be entitled to 100:1
votes per share of Series A Preferred Stock. Except as otherwise expressly
provided herein or as required by law, the holders of Series A Preferred Stock
and the holders of Common Stock shall vote as separate classes.

        (g) Reservation of Shares of Common Stock. The Corporation covenants that
it will at all times reserve and maintain available out of its authorized and
unissued Common Stock, solely for the purpose of issuance upon conversion of
Series A Preferred Stock as herein provided, free from preemptive rights or any
other actual contingent purchase rights of persons other than the holders of
Series A Preferred Stock, such number of shares of Common Stock as shall be
issuable upon conversion of the outstanding Series A Preferred Stock. If at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all outstanding Series A Preferred Stock,
the Corporation shall take such corporate action as may be necessary to increase
the number of authorized shares of Common Stock which are required to satisfy
such purpose. The Corporation covenants that all shares of Common Stock that
shall be so issuable shall, upon issuance, be duly and validly authorized,
issued, fully paid and nonassessable.

        (h) No Reissuance of Series A Preferred Stock. No shares of Series A
Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise, shall be reissued, and all such shares shall be
cancelled, retired and/or eliminated from the shares of capital stock which the
Corporation shall be authorized to issue.

        (i) Mandatory Redemption. There shall be no mandatory redemption.

        (j) Assignment. There shall be no restrictions prohibiting a preferred
stock holder from assigning, pledging or hypothecating his, her or its preferred
shares.

During May 2004 the Company's shareholders authorized the company to file for
Protection pursuant to the provisions of the United States Bankruptcy Code,
Title 11 at the discretion of the Board of Directors.

During May 2004 the Company through a subsidiary SMARTVoice Telecommunications,
Inc,, a Delaware corporation ("SMARTVoice") agreed to acquire the intellectual
property of SMARTVoice Telecommunications, Inc, a Georgia corporation
("Georgia"). The purchase price consisted of employment contracts for the
executive officers of Georgia and delivery of a convertible promissory note in
the amount of $200,000 to assist in funding the new company and the assumption
of any deferred compensation and expenses due to the officers of Georgia for the
period from May 6, 2003 to December 18, 2003.




                                       75




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

Prior to this, Georgia was an affiliate of the Company, and between December
16th 2003 and May 30th 2004, the Company caused certain of its convertible
debenture holders to invest approximately $394,940 of the amounts discussed
below into Georgia for use as working capital for both Georgia ($239,940) and
the Company ($155,000). On January 1, 2004 SMARTVoice executed employment
agreements with Charles P. Shuster, as Chairman and CEO of SMARTVoice and
Frederick Alger as Chief Financial Officer of SMARTVoice. Additionally the
SMARTVoice Board of Directors met on January 6, 2004 and authorized the offer of
employment to Robert Barkley for the position of Senior Vice President of
Business Development. The compensation has been deferred for all executive
employment agreements of SMARTVoice. The terms of the employment contracts for
Fredrick Alger and Robert Barkley are for 90 day renewal periods at compensation
rates yet to be determined. The term of the employment contract with Charles
Shuster is for a period of seven years an a base salary of $275,000 per annum
and a signing bonus of $150,000. In addition he is entitled to options to
purchase 5,000,000 shares of common stock of the Company at fair market value
exercisable for 5 years. The contract also contains certain anti-dilution
provisions, incentive compensation and severance pay in the amount of $900,000
in the event of default or termination for certain reasons.

SMARTVoice will seek to develop and market telecommunication technology for IP
telephony and applications. IP Telephony is the technology of using the Internet
to transport voice conversations.

On or about February 21, 2004, the Company entered into a Security Agreement and
Promissory Note with Sherman & Peabody, LLC ("S&P") (the "S&P Note"). Pursuant
to the S&P Agreement, S&P was to loan the Company the sum of $250,000 for a
period of up to 365 days at an interest rate of 12% per annum secured by shares
of the Company's common stock. S&P, however, only funded $155,000 of the
$250,000, and on or about June 5th, 2004, the Company and S&P reached a new
agreement whereby the S&P Agreement was rescinded, S&P received an unsecured
promissory note in the amount of the $125,000 it had paid the Company (the "S&P
Replacement Note"). The S&P Replacement Note is convertible at S&P's option into
either: (a) an amount of cash equal to the 5-day average trailing price of the
Company's common shares multiplied by 5,500,000; or (b) an amount of cash equal
to 150% of the outstanding balance owed by the Company to S&P. Additionally, S&P
is entitled to receive a 35% Loan Management fee.

From January 2004 to May 2004, the company raised $577,530, in exchange for
$1,155,060 in unsecured convertible 12% debentures due at various dates in 2005,
principal and interest payable at maturity, unless converted into common stock.
In addition, from January 2004 to May 2004, the company issued for services
rendered and other business related activities $1,597,537 in unsecured
convertible 12% debentures due at various dates in 2005, principal and interest
payable at maturity, unless converted into common stock. The notes are
convertible at $.015 per share.

During March 2004, Malibu Beach Beverage Group, LLC, a Delaware LLC ("MBBG")
entered into a 10 year tripartite licensing agreement with the Company and Itrex
(the "Tripartite Agreement"). Under the terms and conditions of the Tripartite
Agreement, the Company agreed to loan MBBG the sum of $290,000 for working
capital, and Itrex, the Company's wholly-owned subsidiary, agreed to accept from
MBBG a total of 80 % of the royalties derived from the sale of alcoholic
beverages and mixers (the "Products"). Pursuant to a separate promissory note,
MBBG agreed to repay to Itrex the sum of $100,000, plus interest, in
consideration for a $100,000 loan from Itrex to MBBG made on or about March
29th, 2004. Pursuant to the terms of the Tripartite Agreement, MBBG agreed to
perform the research, development, administration, marketing, and distribution
of the Products. The Company's Chairman and CEO, Joseph Cellura, holds a 25%
membership interest in MBBG, entitling him to receive 25% of any and all MBBG




                                       76




                            Orbit Brands Corporation
                   Notes to Consolidated Financial Statements
                                December 31, 2003

distributions to its members (if any).

On June 3, 2004, the Company's Board of Directors met and determined that
because the Company had been unable to pay approximately $3,500,000 of accrued
debt owed to an officer as of December 31, 2003, based on previous and unpaid
settlements, accrued and unpaid compensation and expenses, and accrued and
unpaid benefits, and because the officer had indicated that he was willing to
forego payment of $750,000 of said indebtedness in exchange for shares of
convertible preferred stock of the Company, the Company would be authorized to
issue 5,000,000 shares of the Series A convertible preferred stock to him, in
accordance with the Company's Certificate of Designation of Series A Preferred
Stock.

During the period from January 1, 2004 to May 31, 2004 the Company issued an
aggregate of 90,000,000 shares of common stock for conversion of $180,000 in
debt. Pursuant to certain anti dilution provisions an officer of the Company is
entitled to receive approximately 19,700,000 shares of common stock upon payment
for the shares or conversion of debt due to him.




                                       77




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

On July 29, 2003, with the approval of the Audit Committee and the concurrence
of the Board of Directors, OrbitTravel.com Corporation. (the
"Registrant")engaged Stark Winter Schenkein & Co., LLP ("SWS") as its
independent auditors. OrbitTravel dismissed its former independent auditors,
Holtz Rubenstein & Co., LLP ("HR"), effective as of that date. Prior to the
engagement of SWS, HR had served as the independent auditors of the Registrant
since December 2001. Prior to the engagement, there were no consultations
between SWS and the Registrant regarding the treatment of accounting, auditing
or financial reporting issues.

HR's audits of the Registrant's financial statements for the years ended
December 31, 2001 and 2000, contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles except for a paragraph regarding uncertainty concerning
the Company's ability to continue as a going concern; such statements did not
contain any adjustments for uncertainty stated therein.




                                       78




There have been no disagreements between the Registrant and HR in connection
with the audit of the Registrant's financial statements for the fiscal years
ended December 31, 2000 and 2001, and in the subsequent interim period through
July 29, 2003, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of HR, would have caused HR to make reference to
the subject matter of the disagreements in its report on the Registrant's
financial statements for any such periods. None of the reportable events listed
in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of
1934, as amended, occurred with respect to the Registrant's two most recent
fiscal years or the subsequent interim period through July 29, 2003 preceding
the dismissal of HR.

Item 8-A. CONTROLS AND PROCEDURES.

Prior to the filing date of this report, the Company conducted an evaluation of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. This evaluation was conducted and supervised by the
Company's Chief Exective Officer and acting principal financial officer, Joseph
R. Cellura. , and acting Chief Financial Officer, Fred Alger, CPA, MBA. Based on
this evaluation, the Company concluded that, except as noted below, the controls
and other procedures it employs for recording, processing, summarizing and
reporting information the Company is required to disclose in the reports it
files under the Securities and Exchange Act of 1934, as Amended (the "Exchange
Act")(15 U.S.C.ss.ss.78a, et seq.), were effective as of the end of the period
covered by this report.

The Company concluded that most of the ineffectiveness of its controls and
procedures could be attributed to its relationship with Chief Legal Officer,
Douglas R. Dollinger, Esq. (See Footnote 1, supra.) Since on or about February
17, 1999 through the end of the period covered by this report, Mr. Dollinger's
corporate responsibilities included, without limitation, the maintenance of
certain corporate books and records, and the preparation and filing of all
reports under the Exchange Act. (See Footnote 1, supra.) A significant number of
the Company's books and records, including, but not limited to, by-laws,
articles of incorporation and amendments thereto, material agreements and other
documents are in the possession, custody and/or control of Mr. Dollinger.
However, the company has in it's possessions copies of the documents required to
prepare this filling.

Since on or about October 14, 2003, the Company has continually requested of Mr.
Dollinger, both orally and in writing, that he deliver all Company books and
records in his possession, custody and/or control back to the Company. To date,
Mr. Dollinger has refused to deliver or return such books and records to the
Company.

Our independent accountants have also reported to our Board of Directors certain
matters involving internal controls that the accountants consider to be a
weaknesses under standards established by the American Institute of Certified
Public Accountants. The identified weaknesses relate to a lack of segregation of
duties within our accounting and financial management functions and inadequate




                                       79




dedication of resources to the financial review and analysis functions. Due to
the size of the Company, the lack of operations and significant financial
constraints, the Company has been unable to employ the necessary resources for
proper internal financial review and analysis. The company will endeavor to
correct this going forward under the direction of the CFO.

The Company has begun to implement procedures and controls designed to increase
the effectiveness of its disclosure under the Exchange Act. Since on or about
October 14, 2003, has worked with and continues to work with new general and
securities counsel, its auditors and accountants to prepare and file any and all
such delinquent reports as soon as practicable. The Company has commenced suit
against Mr. Dollinger, among others, for damages for, inter alia, breach of
fiduciary duty, professional negligence, breach of contract, intentional
interference with business relations, negligent interference with business
relations, intentional infliction of emotional distress, negligent infliction of
emotional distress, and common counts, and for an accounting. The Company
anticipates that the suit will be amended to include additional claims against
the defendants. (See Item 3, "Legal Proceedings," supra.)

On May 1, 2004, the Company engaged Frederick Alger, CPA. MBA, as its new Chief
Financial Officer ("CFO"). The Company also intends to maintain duplicate copies
of material books and records both at its own offices and at the offices of its
general counsel and auditors. The Company also has formed an audit committee to
research and implement methods to increase the effectiveness of its disclosure
controls and procedures.

The referenced weaknesses have been discussed in detail among our Board of
Directors and with our professionals. The Company has assigned high priority to
the correction of these material weaknesses, and is committed to addressing and
resolving them as fully as is practicable. As the Company attempts to grow and
strives to achieve financial stability, management intends to devote additional
resources to further develop its financial accounting, analysis and reporting
functions.




                                       80




                                    PART III



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

The following table sets forth information regarding our executive officers and
directors:



      Name                    Age       Position

Joseph R. Cellura. . . . . .  49       Chairman of the Board of
                                       Directors and Chief Executive
                                       Officer

Gordon D. Ewart . . . . . . . 62       Director

Denise  Bertolini . . . . . . 39       Director and Secretary

Fred Alger . . . . . . . . . .39       Chief Financial Officer

Joseph R. Cellura has served as the Company's Chairman of the Board of Directors
and Chief Executive Officer since June 1999. Mr. Cellura previously served as
Chairman of the Board of Directors and Chief Executive Officer from September 3,
1997 until February 17, 1999. During the interim period between serving as
Chairman of the Board of Directors and Chief Executive Officer, Mr. Cellura
independently sought further business opportunities for the Company. Mr. Cellura
originally joined the Company as a result of the Company's acquisition of Divot
Corporation and Divot Development Corporation.

Mr. Cellura had served as an executive officer and owned a majority interest in
the common stock of Divot Corporation since 1989 and Divot Development
Corporation since 1994. Prior to joining the Company, Mr. Cellura had been
involved in various and progressively more responsible positions throughout his
career, with extensive travel experience throughout the USA, Europe and Asia.
The Company believes Mr. Cellura has the experience and business acumen
necessary to successfully assist the Company in its planned restructuring.

During the period from 1976 to 1992, Mr. Cellura was an investment banker with
Shearson & Kidder Peabody & Co. Mr. Cellura attended the State University of New
York at Amherst, New York.

Gordon D. Ewart has been with the Company since 1994. Gordon D. Ewart, has
served as a director since November, 2000. He also served as our director from
November, 1991 until he resigned as Chairman of the Board in May 1997. Since
1987, and prior to joining us, Mr. Ewart was co founder of three merchant banks
based in Toronto, Canada and Bermuda: Resources Capital International Ltd.,
Paramount Funding Corp. and Grafco Ltd., which firms were utilized as investment
vehicles to finance Canadian industrial and natural resource companies. Mr.




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Ewart is also a director of Global (GMPC) Holdings, Inc. (formerly New Total
Group, Inc.), a Canadian public company.

Denise Bertolini has served on the Company's Board of Directors since April
2004. Ms. Bertolini joined Globaltronix, an internet banking firm, in 2000.
While at Globaltronix, she helped implement and manage an online banking
application, oversaw the implementation of certain investment banking
applications to raise capital utilizing a "dutch auction" methodology in the
public and private sectors, and interfaced with the SEC to obtain an approved
model. Prior to joining Globaltronix, Ms. Bertolini was a trader's assistant and
compliance administrator at Brookehill Equities, Inc. from 1995 to 2000. Prior
to Brookehill Equities, Inc., Ms. Bertolini worked for EGS Partners as a
trader's assistant, and for Goldman, Sachs & Co. as an administrative assistant,
from 1981-1989.

Frederick J. Alger joined the Company's executive team on May 2004. Mr. Alger is
also the Chief Financial Officer of SMARTVoice and has been in the capacity
since the company's inception. Prior to that, Mr. Alger was a principal in
Financial Modeling Solutions which provide technical and financial consulting
services to corporate clientele in North America and Europe. From 1998 to 2001,
Mr. Alger was the Director of Finance at Tesa Entry Systems, a wholly owned
subsidiary of Chubb, PLC. From 1991 to 1998, Mr. Alger held various finance and
accounting and finance management position at United Parcel Service. Mr. Alger
holds a BS in Accounting from University of Maryland, an MBA from Loyola
University, and is a CPA.

The Company's directors and executive officers are required to file with the
SEC, by a specified date, reports regarding their transactions involving the
Company's common stock. To the Company's knowledge, based solely upon
information furnished to the Company, none of the Company's directors or
executive officers filed any such reports during 2002. The Company is not aware
of any transactions involving its common stock by any of its directors or
executive officers.

ITEM 10. EXECUTIVE COMPENSATION.

The Company's directors have served without compensation for their services as
directors but have been reimbursed for expenses incurred in connection with
their duties. It is anticipated that the Company's directors will continue to
serve without compensation (other than reimbursement of expenses). Other than
the employment contracts described below, the Company had no standard
arrangements or policies for compensation of its executives. The Board of
Directors will, from time to time, determine the compensation of senior
management in accordance with its prevailing financial condition, as the Board
shall determine, and provide other incentives to promote successful management
of its business. There were no bonus, stock option or other incentive plans in
effect for any level of management as of the end of 2002, except for the
Company's 1998 Incentive Stock Option Plan and 1994 Stock Option Plan, and the
performance bonuses included in the employment agreement of Mr. Cellura, as more
fully described below.

The following table sets forth information with respect to compensation paid to
the Company's Chief Executive Officer in 2002. No other executive officer
received compensation in excess of $100,000 in 2002.




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                           Summary Compensation Table

                                          Annual
                                         Securities
                                        Compensation
                                         Underlying
                                                  Options        All Other
                                 Year  Salary   Bonus   (#)     Compensation
Name and Principal Position
Joseph R. Cellura............... 2002 $250,000 $  -      --      $ 108,000
 Chief Executive Officer         2001 $250,000 $  -      --      $ 108,000
                                 2000 $250,000 $  -      --      $ 108,000

Mr. Cellura served on the Company's Board of Directors as its Chairman and Chief
Executive Officer from September 3, 1997 until he resigned on February 17, 1999.
On February 17, 1999, the remaining members of the Board elected Jeremiah M.
Daly, another Board member and the Company's then President, to serve as
Chairman and Chief Executive Officer. Mr. Daly resigned from all of those
positions, including as a member of the Board of Directors, effective April 28,
1999, at which time the Board of Directors appointed Kenneth Craig to serve as
President and Chief Executive Officer. Mr. Craig was appointed Chairman on May
6, 1999. He was succeeded as Chairman and Chief Executive Officer by Mr. Cellura
on June 24, 1999.

All stock options that the Company has granted since its inception have been
forfeited. As of the end of 2001, there were no unexercised options or stock
appreciation rights held by executives of the Company which were then
outstanding.

Employment Contracts.

The Company has entered into employment agreements with its executive
management, including a seven-year employment agreement with Mr. Cellura
effective as of June 24, 1999. Under the Company's agreement with Mr. Cellura,
the Company has agreed to pay him an annual base salary of at least $250,000.
The Company has also agreed to reimburse Mr. Cellura approximately $9,000 per
month to enable Mr. Cellura to maintain an office and residence. The Company
also reimburses Mr. Cellura for certain expenses related to the Company's New
York, Los Angeles, and Maitland, Florida offices. In addition to these amounts,
the Company has agreed to pay Mr. Cellura an annual performance/incentive bonus
on the following terms:

Company Fiscal Year Revenue                      Mr. Cellura's Bonus

$0 to $2.0 million.................................5% of base salary
$2.0 million to $5.0 million......................15% of base salary
$5.0 million to $10.0 million.....................30% of base salary
$10.0 million or greater..........................50% of base salary

The employment agreement with Mr. Cellura also provides for the issuance of 5.0
million options to purchase shares of the Company's common stock upon the




                                       83




Company's adoption of a new stock option plan, all of which will be immediately
exercisable. Mr. Cellura's employment agreement provides anti-dilution
protection to Mr. Cellura such that in the event the Company ever issues any
additional shares at a price less than the exercise price then in effect for the
options granted to Mr. Cellura, the exercise price of his options will be
proportionately reduced. In addition to requiring the Company to record
compensation expense on each occasion the exercise price of Mr. Cellura's
options is reduced, this provision could have the effect of discouraging the
Company from undertaking various financing transactions in the future that may
otherwise be in its best interests.

If the Company terminates Mr. Cellura's employment agreement without cause at
any time during the term of his seven-year employment agreement, the Company is
required to fulfill the following severance obligations:

(1) The Company must continue to reimburse Mr. Cellura after the termination of
his employment approximately $9,000 per month to enable Mr. Cellura to maintain
an office and residence in New York City for the balance of the term of the
agreement;

(2) In the event Mr. Cellura continues after the termination of his employment
to hold options, warrants or other securities convertible into the Company's
common stock, the exercise prices of such securities shall be proportionately
reduced if the Company issues common stock at a price lower than the exercise
price then in effect for Mr. Cellura's convertible securities;

(3) The Company must pay to Mr. Cellura a lump sum equal to the sum of the
present value of 100% of his base salary for the balance of the term of the
employment agreement;

(4) The Company must pay Mr. Cellura an additional lump sum equal to $1.25
million; and

(5) The Company must execute a UCC-1 financing statement in favor of Mr. Cellura
enabling him to record a lien against the Company's assets in order to secure
payment of the $1.25 million severance payment.

In addition, regardless of whether the Company has previously terminated Mr.
Cellura's employment, if upon the expiration of Mr. Cellura's seven-year
employment term, the Company elects not to offer Mr. Cellura an additional
five-year employment contract, the Company must pay him an additional lump sum
payment in the amount of $900,000.

The Company may only avoid these severance obligations if it terminates Mr.
Cellura's employment for cause. In order for the Company to terminate Mr.
Cellura's employment for cause, it must follow the procedures set forth in his
employment agreement. The Company would be required to give Mr. Cellura 90 days'
prior written notice of his termination for cause. Mr. Cellura would then have
90 additional days to elect whether to object to his termination. If Mr. Cellura
so objected, the Board of Directors would be required to convene a special
meeting within 30 days, at which Mr. Cellura would have the right to appear, to
review his objection and determine whether sufficient evidence existed to
terminate Mr. Cellura's employment for cause. Mr. Cellura may again object to




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the Board of Directors' determination by filing a request for arbitration within
30 days of the Board's determination. The arbitration would be required to take
place within 60 days of notice of such request. If Mr. Cellura objected to
termination of his employment for cause, Mr. Cellura would remain in his
position as Chief Executive Officer and continue to receive the amounts due to
him under his employment agreement, until the contested matters were finally
determined. This process could take up to 10 months. Even if the Company were to
be successful in terminating Mr. Cellura's employment for cause, if upon
expiration of Mr. Cellura's seven-year employment term, the Company elects not
to offer Mr. Cellura an additional five- year employment contract, the Company
would be obligated to pay him an additional lump sum payment of $900,000, as
well as paying existing notes payable to him in excess of $3.4 million.

On June 3, 2004, the Company's Board of Directors met and determined that
because the Company had been unable to pay approximately $3,500,000 of accrued
debt owed to an officer as of December 31, 2003, based on previous and unpaid
settlements, accrued and unpaid compensation and expenses, and accrued and
unpaid benefits, and because the officer had indicated that he was willing to
forego payment of $750,000 of said indebtedness in exchange for shares of
convertible preferred stock of the Company, the Company would be authorized to
issue 5,000,000 shares of the Series A convertible preferred stock to him, in
accordance with the Company's Certificate of Designation of Series A Preferred
Stock. The shares of common and preferred stock of the company owned by Mr.
Cellura constitutes approximately 52.07% of the company's voting stock which,
pursuant to the Company's Certificate of Incorporation and By Laws permits him
to effect certain actions for the company without the necessity of the Board of
Directors or other shareholders votes.

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

Information regarding the beneficial ownership of the Company's common stock as
of March 1, 2004 by each director, each executive officer, all executive
officers and directors as a group, and each person known to the Company to
beneficially own more than 5% percent of the Company's common stock, is set
forth below.


                                                  Number of
                                                   Shares      Percent
                                                 Beneficially   of All
Name of Beneficial Owner Owned Shares (1)

Joseph R. Cellura.................................121,900,874  17.4%
SIRHC Holdings (2).................................81,000,000  11.6
Cambridge Management Systems, Ltd(4)...............44,714,050   6.4
Ina Indrawati(4)...................................42,000,000   6.0
Europe Corporation(4)..............................38,498,210   5.5
Lilijanti Sudahrto(4)..............................33,000,000   4.8
Global Systems Consulting, Ltd(4)..................26,493,755   3.8
All executive officers and directors
 as a group (2 persons)...........................202,900,874  29.0

(1) Based on 700,680,704 shares outstanding.




                                       85




(2) Includes shares held by various affiliates.

(3) Includes shares held by various affiliates.

(4) Includes shares issued as a part of the Teakwood financing.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In May 2004, approximately 90 million shares of common stock in the Company were
issued to various third parties based upon the terms of convertible promissory
notes issued to said parties during the period between 1999 and 2004 in
consideration for investments into the Company for working capital during this
period. None of said parties were officers, directors or otherwise affiliated
with the Company.

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

(a) Exhibits --

2.1(1) Stock Purchase Agreement effective as of April 20, 1998 by and among the
Company, Talisman Tools Incorporated and Daniel S. Shedd and Dixon Newbold;

2.2(2) Stock Purchase Agreement effective as of April 15, 1998 by and among the
Company, Divot Golf Corporation, a Florida corporation, and Joseph R. Cellura;

2.3(3) Stock Purchase Agreement effective as of January 28, 1998 by and among
the Company, Miller Golf, Inc., Robert Marchetti, Louis Katon and John Carroll;

2.4(10) Sale and Assignment Agreement dated as of January 27, 2000 by and among
Mark Savoretti and Spartan Capital Management, LLC;

2.5(10) Assignment Agreement dated as of January 27, 2000 by and among the
Company and Spartan Capital Management, LLC;

2.6(10) Right to Use Agreement dated as of November 1, 1999 by and among the
Company and Orbit Network, Inc.;

2.7(10) Letter of Intent dated as of February 9, 2000 by and among the Company
and AnimInet, Inc.;

2.8(10) Stock Acquisition Agreement dated as of January 31, 2000 by and among
the Company and Wilhelmina Artist Management, LLC;

3.1(4) The Company's Certificate of Incorporation;

3.2(4) The Company's Bylaws;

3.3(5) Amendment to the Company's Certificate of Incorporation, filed July 18,
1994;

3.4 Amendment to articles of incorporation Orbit filed dated March 18th, 2004




                                       86




3.5 Certificate of Good Standing State of Delaware dated March 16th, 2004
    (To be filed by amendment)

3.6 Certificate of Designation State of Delaware dated June 1st, 2004

3.7 Certificate of Designation State of Delaware Correction dated June 1st, 2004

3.8 Board of Directors Minutes dated April 4th, 2004
    (To be filed by amendment)

3.9 Board of Directors Minutes dated June 3rd, 2004

3.10 228 Written Consent dated May 3rd, 2004

3.11 228 Written Consent dated May 25th, 2004
    (To be filed by amendment)

4.1(6) Certificate of Designations, Preferences and Rights of the Company's 1997
Convertible Preferred Stock dated December 29, 1997;

4.2(6) Certificate of Designations, Preferences and Rights of 10,500 shares of
the Company's 1997 Convertible Preferred Stock dated January 13, 1998;

4.3(10) Form of Exchange Letter between the Company and the holders of the
Company's 1997 Convertible Preferred Stock;

4.4(10) Funding Commitment Letter and Subscription Agreement as of February 15,
2000 by and between the Company and Teakwood Ventures, LLC;

10.1 (7) Form of Warrant issued to the Summit Stockholders dated June 30, 1995;

10.2(7) Form of Warrant and Registration Rights Agreement issued to Financial
Advisor dated June 30, 1995;

10.3(8) Agreement in Principle dated February 21, 1996 between the Company,
Gordon Ewart, the Company's four golf course subsidiaries, and the Company's
three pension fund partners;

10.4(6) Form of Convertible Debenture Agreement dated November 18, 1997 between
the Company and signatories, with form of warrant to purchase shares of the
Company's common stock;

10.5(6) Form of Private Placement Purchase Agreement dated December 3, 1997
between the Company and signatories, with form of warrant to purchase shares of
the Company's common stock;

10.6(3) Form of Private Placement Memorandum dated April 3, 1998 between the
Company and signatories, with form of warrant to purchase shares of the
Company's common stock;

10.7(10) Employment Agreement dated June 24, 1999 between the Company and Joseph
R. Cellura;




                                       87




10.8(10) Employment Agreement dated November 1, 1999 between the Company and
Dean E. Miller;

10.9(10) Employment Agreement dated November 1, 1999 between the Company and
David A. Noosinow;

10.10(10)Employment Agreement dated December 1, 1999 between the Company and
Douglas R. Dollinger;

10.11(10)Intentionally Omitted;

10.12(10)Intentionally Omitted;

10.13(10)Form of Exchange Letter between the Company and holders of the
Company's convertible debt;

10.14(10)Settlement Agreement dated as of June 24, 1999 between the Company and
Joseph R. Cellura;

10.15(10)Separation Agreement dated as of September 1, 1999 between the Company
and Kenneth Craig;


10.16(10)Settlement Agreement dated as of January 31, 2000 between the Company
and Clifford F. Bagnall;

10.17(10)Settlement Agreement dated as of January 31, 2000 between the Company
and Kirk Scoggins;

10.18(10)Memorandum of Settlement dated as of June 29, 1999 between the Company
and the Plaintiff Group;

10.19(9) The Company's 1998 Incentive Stock Option Plan;

10.20(10)Form of OrbitTravel.com, Inc. Convertible Note;

10.21(10)Management Agreement dated November 17, 1999 between OrbitTravel.com,
Inc. and Bonveno.com Limited;

10.22(10)European Specific Software Development Agreement dated November 17,
1999 between OrbitTravel.com, Inc. and Bonveno.com Limited;

10.23(10)Operational Agreement dated November 17, 1999 between OrbitTravel.com,
Inc. and Bonveno.com Limited;

10.24(10)Interactive Services Agreement between America Online, Inc. and Orbit
Network, Inc. dated as of May 1, 1999;

10.25(10)Agreement dated as of July 1, 1996 between Applied Information
Services, Inc. and Amadeus Marketing, S.A.;

10.26(10)Associate Distribution and Services Agreement dated as of April 2, 1998
between Orbit Network, Inc. and The Sabre Group, Inc.;




                                       88




10.27(10)Services Display and Reservations Agreement dated as of November 24,
1998 between Orbit Network, Inc. and Galileo International, L.L.C.;

10.28(10)Associate Participation Global Reference System Agreement dated as of
August 2, 1999 between Orbit Network, Inc. and WorldSpan, L.P.;

10.29(10)Certificate of Incorporation of OrbitTravel.com, Inc.;

10.30(10)Bylaws of OrbitTravel.com, Inc.;

10.31(10)Joint Venture Agreement dated November 17, 1999 among WebTravel Systems
Limited, OrbitTravel.com, Inc., and Bonveno.com Limited;

10.32(10)Form of Indemnification Agreement;

10.33(10)Joint Content Distribution Agreement dated January 9, 2000 between
OrbitTravel.com, Inc. and AsiaGateway.com, Ltd.;

10.34(10)Consulting Services Agreement and Joint Consent Agreement dated
February 7, 2000 by and among OrbitTravel.com, Inc. and Laspata/Decaro Studio
Corp.;

10.35(11)Settlement Agreement between Divot Golf Corporation and Joseph Salvani
dated March 1, 2000; *

10.36(11)Settlement Agreement between Divot Golf Corporation and Joseph Cellura
Trust, dated March 1, 2000; *

10.37(11)Addendum to Funding Commitment Letter and Subscription Agreement
between Teakwood Ventures, LLC and OrbitTRAVEL.com, Inc.; *

10.38(12)Restated and Amended Funding Agreement and Secured Revolving Credit
Agreement between Teakwood Ventures, LLC and OrbitTRAVEL.com, Inc.;

10.38 Promissory Notes Template ITREX International Corporation
    (To be filed by amendment)

10.39 Promissory Notes Affidavit Template ITREX International Corporation
    (To be filed by amendment)

10.40 Teakwood Settlement dated October 18th, 2001
    (To be filed by amendment)

10.41 Promissory Note Sherman and Peabody dated June 4th, 2004
    (To be filed by amendment)

10.42 Acquisition Agreement of Smartvoice Telecommunications Incorporated
(Georgia) by Smartvoice Telecommunication Incorporated (Delaware) dated January
1st, 2004

10.43 Licensing Agreement Between ITREX International Corporation and Malibu
Beverage Group LLC dated March 14th, 2004

10.44 Employment Letter between ORBIT BRANDS CORPORATION dated May 1st, 2004




                                       89




10.45 Employment Agreement between ORBIT BRANDS CORPORATION and Pat Shuster
dated January 1st, 2004
    (To be filed by amendment)

21(10) The Company's subsidiaries;

31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;

32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 20, 1998.

(2) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 15, 1998.

(3) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 8,1998.

(4) Incorporated by reference from the Company's Form 10 filed on December 13,
1993.

(5) Incorporated by reference from the Company's Form 10 filed on September 15,
1994.

(6) Incorporated by reference from the Company's Annual Report on Form 10-KSB
for 1997.

(7) Incorporated by reference from the Company's Annual Report on Form 10-K for
1995.

(8) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 30, 1996.

(9) Incorporated by reference from the Company's Registration Statement on Form
S-8 filed September 1, 1998.

(10) Incorporated by reference from the Company's Annual Report on Form 10-KSB
for 1999.

(11) Incorporated by reference from the Company's Quarterly Report on Form
10-QSB for March 31, 2000.

(12) Incorporated by reference from the Company's Quarterly Report on Form
10-QSB for September 30, 2000.

(b) Reports on Form 8-K -- NONE.




                                       90




Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us by our auditors during the
fiscal years ended December 31, 2003 and December 31, 2002 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements and services by our auditor that are reasonably
related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees, (ii) services rendered in connection
with tax compliance, tax advice and tax planning, and (ii) all other fees for
services rendered.



                                    December 31, 2003  December 31, 2002

(i)  Audit and audit-related fees       $ 17,500           $ 25,000

(ii) Tax Fees                               $ 0                $ 0

(iii)All Other                              $ 0                $ 0




                                       91




                                   SIGNATURES

        In accordance with Sections 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 on or as of March 1, 2004.

                  ORBIT BRANDS CORPORATION fka OrbitTRAVEL.com Corporation


                  By:/s/ Joseph R.Cellura



                 Joseph R. Cellura
                 Chairman
                 Chief Executive Officer



        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:

      Signature                       Title                   Date
/s/ Joseph R. Cellura      Chairman of the Board of      June 21, 2004
                         Directors and Chief Executive
                                    Officer

/s/ Frederick J. Alger            Chief Financial        June 21, 2004
                                     Officer`