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

                                     AMENDED
                                     -------
                                   Form 10-KSB
                                   -----------

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

     For the transition period from _________________ to _________________

     Commisison file number

                            NAPOLI ENTERPRISES, INC.
                            ------------------------
                     (Name of small business in its charter)

          Colorado                       000-27199                91-2015608
----------------------------             ---------             -----------------
(State or other jurisdiction          SEC File Number            (IRS Employer
     of Incorporation)                                         Identification #)


                              801, Muncesti Street
                              ---------------------
                               (street and number)
                      Address of Principal Executive Office


                      MD-2029 Chisinau, Republic of Moldova
                      -------------------------------------
                            City, State and Zip Code


                 Issuer's telephone number: 011(373-22) 41-40-81
                                            --------------------


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

                             Title of each class N/A


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

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




                                        1
<PAGE>






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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Issuer's revenue for its most recent fiscal year: $11,729,877

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked priced of such stock,  as of a specified date within the past 60 days (See
definition of affiliate in Rule 12b-2):$639,537

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of the latest practicable date: 46,000,000 as of December 31, 2003.

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

Forward Looking Statements
--------------------------

Certain  statements  contained herein  constitute  "forward=looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of predictive,  future-tense or forward-looking terminology,  such as
"believes,"  "anticipates,"  "expects,"  "estimates," "plans," "may," "intends,"
"will," or similar terms.  These statements appear in a number of places in this
report  and  include  statements   regarding  the  intent,   belief  or  current
expectations  of the Company,  its  directors  or its officers  with respect to,
among other things:  (i) trends affecting the Company's  financial  condition or
results of operations,  (ii) the Company's  business and growth strategies (iii)
the Company's financing plans.

Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and



                                        2
<PAGE>






uncertainties,  and that actual  results may differ from these  projected in the
forward-looking  statements.  The  discussion  of the  financial  condition  and
results of  operations  of the Company  should be read in  conjunction  with the
financial  statements  and notes  related  thereto  included  elsewhere  in this
report.


                                     PART I
                                     ------

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

Napoli  Enterprises Inc. (the "Company," Napoli) was incorporated under the laws
of the State of Colorado in January  1999 as IDS Internet  Distribution  systems
Inc. In July 1999 the Company changed its name to Denmans.com  Inc. The business
of the  Company was to develop an  electronic  website for the purpose of retail
sale of jewelry and jewelry related items. In November 2001, the Company changed
its name to Impulse Media  Technologies,  Inc. and shifted its business purpose.
In November 2002, the Company changed its name to Napoli Enterprise, Inc.

In July 2003, the Company  entered into a stock  purchase  agreement (the "Stock
Purchase Agreement") with the shareholders (Novotech  Shareholders") of Novotech
Holdings,  Inc.  ("Novotech"),  a  corporation  organized  under the laws of the
British Virgin  Islands.  Pursuant to the Stock Purchase  Agreement the Novotech
Shareholders acquired Napoli common stock constituting  approximately 87% of the
Napolis issued and outstanding  stock.  The Novotech  Shareholders  together own
100% of the issued and outstanding capital stock of Novtech.  Novotech, in turn,
owns an approximate 99% ownership interest in Lion Gri, ,S.R. L. ("Lion Gri"), a
company  organized under the laws of the Republic of Moldova which is engaged in
the production and sale of wine.

Pursuant to the Stock  Purchase  Agreement,  the Novotech  Shareholders  sold to
Napoli approximately 90% of the issued and outstanding capital stock of Novotech
and  thereby  a  controlling   indirect  ownership  interest  in  Lion  Gri.  As
consideration  for the transfer of a  controlling  interest in Novotech and Lion
Gri, the Company  issued to the Novotech  Shareholders  34,474,451  newly-issued
shares of common  stock of Napoli  constituting  approximately  87% of  Napoli's
outstanding  capital stock after such issuance on a  fully-diluted  basis.  As a
result of the acquisition Lion Gri is now the operating business of the Company.

Lion Gri is a wine  producer  operated  out of The  Republic of Moldova with its
primary  market in Russia and Western  Europe.  The wine  industry in Moldova is
among the most historically  well-established in all of the former Soviet Union.
Lion Gri is among the largest  wine  producers  in Moldova.  Lion Gri  currently
markets and sells over 120 varieties of wine including red and white  varietals,
cognac,  champagne,  and desert wine. The primary market for the Company's wines
is Russia which accounts for in excess of 80% of the Company's sales.





                                        3
<PAGE>






The Company's operations are conducted in the Republic of Moldova.  Accordingly,
the Group's  business,  financial  condition,  and results of  operations  maybe
influenced by the political, economic, and legal environments in the Republic of
Moldova, and by the general state of the Moldovan economy.

The   Company's   operations   in  the   Republic  of  Moldova  are  subject  to
considerations and significant risks not typically associated with the companies
in North American and Western Europe. These include risks associated with, among
others the  political,  economic  and legal  environments  and foreign  currency
exchange.  The  Company's  results may be  adversely  affected by changes in the
political and social  conditions  in the Republic of Moldova,  and by changes in
governmental  policies with respect to laws and  regulations,  anti-inflationary
measures,  currency  conversion and remittance  abroad, and rates and methods of
taxation among other things.

Administrative Offices
----------------------

The Company's main offices and winery are at the Lion Gri facilities in Chisinau
City in the Republic of Moldova.  In the United  States the Company  maintains a
contact number at a Corporate Executive office suite. The telephone number there
is (386) 409-0200.

Other than the telephone contact number, the Company does not currently maintain
other United States office facilities, but does anticipate the need for a Untied
States office within the New York City area in the near future.

Employees
---------

The Company  currently  has 520 full time  employees of which 10 people serve in
various  managerial  capacities,  all of  which  are  employed  in the  Lion Gri
facilities in Moldova.


Item 2.  DESCRIPTION OF PROPERTY
--------------------------------


The  Company  currently  maintains  a  telephone  contact  number at a Corporate
Executive office suite. The Company's  telephone number there is (386) 409-0200.
The Company's  telephone number in Moldova is  001 373-22-41-40-81.  The Company
anticipates  that it will require an executive  office in the New York City area
in the  near  future  in order to  carry  out its plan of  operations  described
herein.


Lion Gri owns 1850 acres of agricultural land in Moldova, 785 acres of which are
vineyards,  two plants for  primary  wine  making  with total  capacity  of 1663
gallons per year and plant for  secondary  wine making  with  bottling  capacity
capacity  of  20,000,000  bottles  per year.  The  company is also  constructing
wine-cellars  with 100,000  square meters of total acreage for maturing of vines
out of which 20,000 square meters are presently being actively used for maturing
of wines and production of sparkling wines.




                                        4
<PAGE>






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

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

No director,  officer or  affiliate  of the  Company,  and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
pending litigation.


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

No matters  were  submitted  to a vote of the  security  holders of the  Company
during the fiscal year which ended December 31, 2003.


                                     Part II
                                     -------

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

The following  table sets forth the high and low bid prices as reported by Yahoo
Finance for the periods  ending  December 31, 2003.  The Company  underwent a 50
share for 1 share  stock split on January 6, 2003 and the  quotations  below for
2003 are on a post split basis.  All  quotations  reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or  commissions,  and may not reflect actual
transactions.

     2003            QUARTER            HIGH            LOW
--------------  -----------------  --------------  -------------
                       4th               .63            .20
                       3rd              2.01            .15
                       2nd               .15            .15
                       1st               .40            .10
     2002
--------------  -----------------  --------------  -------------
                       4th               .l0            .01
                       3rd               .04            .01
                       2nd               .19            .02
                       1st               .23            .09


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

The following  discussion  relates to the results of our operations to date, and
our  financial  condition:  This  report  contains  forward  looking  statements
relating to our Company's future economic  performance,  plans and objectives of
management for future operations, projections of revenue mix and other financial
items  that are  based on the  beliefs  of, as well as  assumptions  made by and
information  currently  known to, our management.  The words "expects,  intends,
believes,  anticipates, may, cold should" and similar expressions and variations
thereof are  intended to identify  forward-looking  statements.  The  cautionary



                                        5
<PAGE>






statements  set forth in this  section  are  intended to  emphasize  that actual
results  may differ  materially  from those  contained  in any  forward  looking
statement.

Critical Accounting Policies and Estimates
------------------------------------------

Our discussion and analysis of financial condition and results of operations are
based upon our consolidated  financial  statements,  which have been prepared in
accordance with accounting  principles  generally accepted in the United States.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses,  and  related  disclosure  or  contingent  liabilities.  We base these
estimates on our historical  experience and on various other assumptions that we
believe to be reasonable under the  circumstances,  and these estimates form the
basis for our judgments concerning the carrying values of assets and liabilities
that are not readily apparent from other sources. We periodically evaluate these
estimates and judgments based on available  information  and experience.  Actual
results  will  differ  from  our  estimates  under  different   assumptions  and
conditions.  If actual  results  significantly  differ from our  estimates,  our
financial condition and results of operations could be materially impacted.

We  believe  that the  accounting  policies  described  below  are  critical  to
understanding  our  business,  results of  operations  and  financial  condition
because  they involve  more  significant  judgments  and  estimates  used in the
preparation of our consolidated  financial  statements.  An accounting policy is
deemed to be critical if it requires an accounting  estimate to be made based on
assumptions  about matters that are highly uncertain at the time the estimate is
made,  and if different  estimates  that could have been used, or changes in the
accounting  estimates that are reasonably  likely to occur  periodically,  could
materially impact our consolidated  financial  statement.  We have discussed the
development,  selection and application of our critical accounting policies with
the audit  committee  of our board of  directors,  and our audit  committee  has
reviewed,  our disclosure  relating to our critical  accounting policies in this
"Management's Discussion and Analysis or Plan of Operations."

Revenue Recognition
-------------------

The Company  follows the guidance of the  Securities  and Exchange  Commission's
Staff Accounting Bulletin 101 for revenue  recognition.  In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred,  the sales price to the customer
is fixed or determinable,  and  collectability is reasonably  assured.  Revenues
derived from the sale of wine and wine products are recognized upon shipment and
title passes to the customer.




                                        6
<PAGE>






Foreign Currency Translation
----------------------------

Transactions and balances  originally  denominated in U.S. dollars are presented
at their original  amounts.  Transactions  and balances in other  currencies are
converted into U.S. dollars in accordance with Statement of Financial Accounting
Standards  (SFAS) No. 52, "Foreign  Currency  Translation,"  and are included in
determining net income or loss.

For  foreign  operations  with the local  currency as the  functional  currency,
assets  and  liabilities  are  translated  from the local  currencies  into U.S.
dollars at the exchange rate prevailing at the balance sheet date.  Revenues and
expenses are  translated at weighted  average  exchange  rates for the period to
approximate  translation  at the exchange  rates  prevailing  at the dates those
elements are  recognized in the financial  statements.  Translation  adjustments
resulting  from  the  process  of  translating  the  local  currency   financial
statements into U.S. dollars are included in determining comprehensive loss.

The  functional  currency of the Company's  Moldovan  subsidiaries  is the local
currency  (Moldovan  Lei).  The  financial  statements of the  subsidiaries  are
translated to United States  dollars using year-end rates of exchange for assets
and liabilities  (13.22 Lei to one U.S.  dollar),  and average rates of exchange
for the  period for  revenues,  costs,  and  expenses  (13.9426  Lei to one U.S.
dollar).  Net gains and losses resulting from foreign exchange  transactions are
included in the  consolidated  statements  of  operations  and were not material
during the periods presented.  The cumulative  translation adjustment and effect
of exchange rate changes on cash at December 31, 2003 was not material.

Results of Operation
--------------------

The  Company's  revenue  for the years  ended  December  31,  2003 and 2002 were
$11,729,877 and $10,522.978. The Company's revenues increased in 2003 comparison
to 2002 accordingly.  The company's selling, general and administrative expenses
for the year  ended  December  31,  2003 was  $4,120,612  and for the year ended
December 31, 2002 were $1,790,743.  The expenses  increased 2003 due to non-case
consulting expenses and settlement expenses aggregating  $2,080,000 incurred by
the Company as a result of the acquisition of Lion-Gri. S.R.L.

The Company does not believe that revenues for the year ended  December 31, 2003
are  indicative of revenues that the Company will incur in future  periods.  The
Company's  management  believes  that revenues will increase in the next several
years due to the following reasons:

Liquidity and Sources of Capital
--------------------------------

As of December 31, 2003, the Company had current  assets of $8,516,825,  current
liabilities  of $7,688,221 and working  capital of $7,353,523 and  shareholders'
equity of $5,659,489.

The  Company's  working  capital  is  currently  sufficient  for the  Company to
implement  its  business  plan.  The Company  believes  its income from  current
operations  will be sufficient its liquidity  needs.  In addition the Company is
working with potential  investors who have expressed an interest in investing in
the company  and the  company  expects to raise  additional  capital  from those
investors to continue to meet it's liquidity needs.




                                        7
<PAGE>






Recent accounting pronouncements
--------------------------------

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148,  Accounting for  Stock-Based  Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the  disclosure  provisions  of  Statement  123 and APB Opinion No. 28,  Interim
Financial  Reporting,  to  require  disclosure  in the  summary  of  significant
accounting  policies of the effects of an entity's  accounting  with  respect to
stock-based employee  compensation on reported net income and earnings per share
in annual and interim  financial  statements.  Statement  148's amendment of the
transition and annual  disclosure  requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002.  Statement  148's  amendment of
the  disclosure  requirements  of Opinion 28 is  effective  for interim  periods
beginning after December 15, 2002. The adoption of the disclosure  provisions of
Statement  148 as of  December  31,  2002 did not have a material  impact on the
Company's financial condition or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling  financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable  interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective  immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after  January 31, 2003.  For those  arrangements  entered into prior to
January  31,  2003,  the FIN 46  provisions  are  required  to be adopted at the
beginning of the first interim or annual period  beginning  after June 15, 2003.
The Company has not identified any variable  interest  entities to date and will
continue to evaluate whether it has variable  interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. This
statement is effective for financial  instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period  beginning
after June 15, 2003, with certain  exceptions.  The adoption of SFAS No. 150 did
not have a significant impact on our consolidated  financial position or results
of operations.








                                        8
<PAGE>






ITEM 7. FINANCIAL STATEMENTS.
-----------------------------

See Financial statements


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

On December 23, 2003 the Company  engaged the accounting  firm of Sherb & Co. as
it's  independent  accountants  to  audit  the  Company's  financial  statements
beginning  with the fiscal year ended  December 31, 2003.  The Company  amicably
concluded it's relationship with its former  accountants  Miller & McCollum with
the appointment of Sherb & Co.


There have been no  disagreements  with  accountants  on  accounting  matters or
financial disclosure.



ITEM 8A.  Controls and procedures
---------------------------------

We carried out an evaluation under the supervision and with the participation of
our  management,  including  our Chief  Executive  Officer  and chief  Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures  pursuant to Securities Exchange Act rules 13a-15(e) and
15d-15(e).  Based upon that  evaluation,  the Chief  Executive  office and Chief
Financial  Officer  concluded that our disclosure  controls and procedures as of
December 31, 2003 are effective in timely alerting them to material  information
relating to the company required to be included in our periodic SEC filings. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future  events,  and there can be no assurance that any design
will succeed in achieving its state goals under all potential future conditions,
regardless  of how remote.  There were no  significant  changes in our  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to he date of their evaluation.


                                    Part III
                                    --------

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

The  directors  and  executive  officers  currently  serving  the Company are as
follows:

Name                    Age                    Position(s) held
----                    ---          -----------------------------------
Gregory  Sonic          48           President, CEO & Director

Nelly Sonic             43           VP, Secretary, Treasure, Director


Valdimir Sonic          45           Director






                                        9
<PAGE>






The  directors  named  above will  serve  until the next  annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer.

Biographical Information
------------------------

PRESIDENT AND CEO and Director
------------------------------
Gregory Sonic was born on July 22, 1956 in village Cioara (Hincesti region).  In
-------------
1972, after finishing Cioara High School, entered the Chisinau Wine Industry and
Viticulture  College.  In  September  1975 he became a student at the  Institute
named by S.Lazo from  Chisinau,  which he  finished in 1980 with great  results.
Since 1980 worked as assistant at the Technical Institute's cathedra of economic
planning and  organizing  of the  producing  processes.  From October 1981 until
April  1983 has  activated  as the  secretary  of the  Comsomol  Comitet  of the
Refrigerators Factory from Chisinau. After that he started working as instructor
of the propaganda  and  mass-culture  Section  activity of the CKSLM of Moldova.
Between  November  1984 and August  1987  worked as the first  secretary  of the
Dnestr and October RK LK SM of Moldova.  During the August 1985 - December  1990
period the was the first  secretary  of the  Chisinau GK LK SM of  Moldova.Since
December  1990 he held the position of Director PKP "Modecs"  from  Chisinau for
one year. Since 1991 he holds the post of the SP "Rabel" director and since 1997
-president  of the "Lion Gri"  Company.  On July,  1999 by the  decision  of the
Highest  Interacademical  Certificate  Comision of the Ineracademical  Union was
awarded the  scientific  degree of  Candidate  of Economic  Science  -Diploma KA
Nr.0246.  Also in 1999 the  Russian  Academy  of  Natural  Science  chose him as
Foreign Member of the Department "Noospher studies and technologies"

VICE-PRESIDENT and Director
---------------------------
Nelly Sonic,  was born on July 14, 1961. After completing the high school Nr. 11
-----------
in Chisinau,  entered the Chisinau Teachers'  Training College.  Graduated it in
1982 with  specialization  in Education and Mental  Defects.  In September  1982
started working as assistant  secretary for the foreign section of Inturist;  at
the  same  time  studied  at  the  Higher  School  of  Business,  Marketing  and
Management.  In 1983 she took the position of Director of the National Museum of
Wine  History  of  Moldova.  In 1985  she was  assigned  Manager  of  Assortment
Laboratory by the Ministry of  Agriculture  and Winery and worked as such for 11
years. In 1991 became Assistant director of Grineva Ltd., and since 1997 she has
worked as Vice-President of Lion-Gri company.


DIRECTOR
--------
Vladimir Sonic, was born on January 18,1959 in Cioara village (Hincesti region).
--------------
In 1973, after finishing Cioara High School,  entered the Chisinau Wine Industry
and Viticulture College (specialty:  food industry machinery and equipment) From
1977 to 1982  studied at the  Chisinau  Technical  University.  1982 - September
1983:  Mechanic at the Ivanovca wine factory of the  Agricultural and Industrial
Complex (AIC) in Hincesti region. 1983 - 1984:  Technologist at viticulture with
Sofiysky wine factory of Hincesti AIC. August,  1984 - June,  1998:  Director of
the Galbena  wine  factory in Hincesti  region.  July,  1998 - current:  General
Director of the Lion-Gri company.





                                       10
<PAGE>






Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Gregory  Sonic,  Nelly Sonic and Vladimir  Sonic,  officers and directors of the
Company,  and beneficial  owners of more than 10% of the Company's common stock,
have each filed an Initial  Statement of  Beneficial  ownership of Securities on
Form 3 at the time they acquired their ownership in the Company's stock.


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

None of the executive officers of the Company receive  compensation in excess of
$60,000  and all of the Company  executive  officers  in the  aggregate  receive
compensation of less then $60,000 per annum.

The Company has no stock option, retirement, pension, or profit-sharing programs
for the  benefit of  directors,  officers or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.


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

The  following  table sets  forth,  as of the end of the  Company's  most recent
fiscal  year,  the  number  of  shares  of  Common  Stock  owned of  record  and
beneficially by executive officers,  directors and persons who hold 5.0% or more
of the  outstanding  Common Stock of the Company.  Also  included are the shares
held by all executive officers and directors as a group.

Name and                             Number of Shares       Percent of
Address                              Owned Beneficially     Class Owned
---------------------------------------------------------------------------

Gregory Sonic                            11,721,315             25.5%
801 Muncesti Street
MD-2029, Chisinau, Moldova

Nelly Sonic                              11,376,568             24.7%
801 Muncesti Street
MD-2029, Chisinau, Moldova

Vladimir  Sonic                          11,376,568             24.7%
801 Muncesti Street
MD-2029 Chisinau, Moldova

Executive officers (3) persons *         34,474.451             74.9%

* Gregory Sonic and Nelly Sonic are husband and wife. Vladimir Sonic is the Greg
Sonic's brother.







                                       11
<PAGE>






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

There were no transactions during the last two years to which the Company was or
is a party  in which  any of the  directors,  executive  officers,  nominee  for
election as a director beneficial owner of more than 5% of the Company shares or
members of the immediate  family of any of the forgoing had a direct or indirect
material interest. The President of the Company had and has minority interest in
certain  entities  in which the Company has  business  relationships  as is more
fully described in the Notes to the attached financial statement.

Indemnification of Officers and Directors
-----------------------------------------

As permitted by Colorado law, the Company's  Articles of  Incorporation  provide
that the Company will indemnify its directors and officers  against expenses and
liabilities  they incur to defend,  settle,  or  satisfy  any civil or  criminal
action  brought  against  them on account of their being or having been  Company
directors  or officers  unless,  in any such  action,  they are adjudged to have
acted with gross negligence or willful  misconduct.  Insofar as  indemnification
for  liabilities  arising under the  Securities  Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is against  public  policy as
expressed in that Act and is, therefore, unenforceable.


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


     (a)  The Exhibits listed below are filed as part of this Amended Report.


Exhibit No.                                 Document
-----------                                 --------

 3.1           Articles  of   Incorporation   (incorporated  by  reference  from
               Registration  Statement  on Form 10-SB filed with the  Securities
               and Exchange Commission on August 31, 1999.)

 3.2           Bylaws (incorporated by reference from Registration  Statement on
               Form 10-SB filed with the Securities  and Exchange  Commission on
               August 31, 1999).

14.1           Company Code of Ethics Statement.









                                       12
<PAGE>






31.1           Certification  under  Section  302 of the  Sarbanes-Oxley  Act of
               2002.

31.2           Certification  under  Section  302 of the  Sarbanes-Oxley  Act of
               2002.

32.1           Certification  under  Section  906 of the  Sarbanes-Oxley  Act of
               2002.

32.2           Certification  under  Section  906 of the  Sarbanes-Oxley  Act of
               2002.

     b)   The Company filed the following  reports on Form 8-K during the fiscal
          year ended December 31, 2002:

On March 23,  2004,  the  Company  filed an 8-K  relating  to the  charge in the
Company's  independent  accountants  which occurred during the fiscal year ended
December 31, 2003.


ITEM 14.  Principal Accountant Fees & Services
----------------------------------------------

Audit Fees
----------

Sherb & Company and Miller & McCollum,  CPA's  provided audit services to us for
our annual  reports for the fiscal years ended  December 31, 2003 and 2003.  The
aggregate  fees  billed by those  firms for to he audit of our annual  financial
statements and review of financial statements included 1-QSB's was approximately
$60,000 for the two fiscal years.

Audit-Related Fees
------------------

There  were no fees  billed in each of 2003 and 2002 for  professional  services
that are reasonably related to the audit or review of your financial  statements
that are not covered in the Audit Fees" disclosure above.

Tax Fees
--------

There were no fees billed for the years 2003 and 2002 for professional  services
rendered by our audits for tax advice and planning.

All Other Fees
--------------

There  were no fees  billed in each of 2003 and 2002 for  professional  services
rendered by our audits for all other services not disclosed above.

















                                       13
<PAGE>






                                   SIGNATURES
                                   ----------

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


Dated:   August 9, 2004


                                       NAPOLI  ENTERPRISES, INC.



                                       By:   /s/ Gregory Sonic
                                          --------------------------------------
                                          President & CEO




                                       By:  /s/ Nelly Sonic
                                          --------------------------------------
                                          Vice President & Secretary


























                                       14
<PAGE>














                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002









































                                       F-1
<PAGE>












                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





                                                                    Pages
                                                                   -------

Independent Auditor's Report                                         F-3

Consolidated Balance Sheet                                           F-4

Consolidated Statements of Operations                                F-5

Consolidated Statements of Changes in Stockholders' Equity           F-6

Consolidated Statements of Cash Flows                                F-7

Notes to Consolidated Financial Statements                       F-8 to F-21




























                                       F-2
<PAGE>










                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Board of Directors and Shareholders
Napoli Enterprises, Inc.



     We have audited the accompanying consolidated balance sheet of Napoli
Enterprises, Inc. and Subsidiaries as of December 31, 2003 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 31, 2003 and 2002. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

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





                                                                Sherb & Co., LLP
New York, New York                                  Certified Public Accountants
March 15, 2004

















                                       F-3
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003


                                     ASSETS

CURRENT ASSETS:
  Cash                                                         $        50,605
  Trade receivables, net                                               784,148
  Inventories                                                        5,979,511
  Advances to suppliers                                              1,602,751
  Due from related parties                                              90,807
  Other current assets                                                   9,003
                                                               ----------------

        Total Current Assets                                         8,516,825

NOTE RECEIVABLE-RELATED PARTY                                                -
INVESTMENT IN EQUITY-METHOD INVESTEES                                   47,243
PROPERTY, PLANT AND EQUIPMENT, net                                   6,425,580
OTHER ASSETS                                                            52,146
                                                               ----------------

        Total Assets                                           $    15,041,794
                                                               ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                            $       236,000
  Short-term bank loans                                              1,569,722
  Related party loans                                                1,297,065
  Other short-term loans                                                43,829
  Short-term advances from customers                                 1,351,740
  Trade accounts payable                                             3,065,661
  Related party payables                                                15,907
  Accrued liabilities                                                  108,297
                                                               ----------------

        Total Current Liabilities                                    7,688,221

LONG-TERM LIABILITIES:
  Long-term debt                                                     1,553,717
  Other                                                                 33,892
                                                               ----------------

        Total Liabilities                                            9,275,830
                                                               ----------------

MINORITY INTEREST                                                      106,475
                                                               ----------------

STOCKHOLDERS' EQUITY:
    Common stock ($.001 Par Value; 500,000,000 Shares
        Authorized; 46,000,000 shares issued and
        outstanding)                                                    46,000
    Additional paid-in capital                                       3,707,801
    Retained Earnings                                                1,867,156
    Accumulated other comprehensive income                              38,532
                                                               ----------------

        Total Stockholders' Equity                                   5,659,489
                                                               ----------------

        Total Liabilities and Stockholders' Equity             $    15,041,794
                                                               ================




          See accompanying notes to consolidated financial statements.
                                       F-4
<PAGE>



<TABLE>
<CAPTION>
            NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS


                                                             Years Ended December 31,
                                                       ------------------------------------
                                                             2003                2002
                                                       ----------------    ----------------

<S>                                                    <C>                 <C>
NET REVENUES                                           $    11,729,877     $    10,522,978

COST OF SALES                                                8,862,232           7,648,678
                                                       ----------------    ----------------

GROSS PROFIT                                                 2,867,645           2,874,300

OPERATING EXPENSES:
  Selling and marketing                                      1,139,305           1,053,624
  General and administrative                                   524,171             549,448
  Non-cash consulting expense                                1,300,000                   -
  Settlement expense                                           780,000                   -
  Other operating expenses                                     377,136             187,671
                                                       ----------------    ----------------

        Total Operating Expenses                             4,120,612           1,790,743
                                                       ----------------    ----------------

INCOME (LOSS) FROM OPERATIONS                               (1,252,967)          1,083,557
                                                       ----------------    ----------------

OTHER INCOME (EXPENSE):
  Other income                                                 823,089               8,438
  Loss on equity investments                                   (49,022)            (64,597)
  Loss on sale of fixed assets                                       -             (12,318)
  Interest expense                                            (223,394)           (114,754)
                                                       ----------------    ----------------

        Total Other Income (Expense)                           550,673            (183,231)
                                                       ----------------    ----------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES               (702,294)            900,326

PROVISION FOR INCOME TAXES                                      (7,249)             (4,730)
                                                       ----------------    ----------------

INCOME (LOSS) BEFORE MINORITY INTEREST                        (709,543)            895,596

MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY                (7,503)              1,922
                                                       ----------------    ----------------

NET INCOME (LOSS)                                             (717,046)            897,518

OTHER COMPREHENSIVE INCOME (LOSS):
  Foreign currency translation                                 212,953            (106,752)
                                                       ----------------    ----------------

COMPREHENSIVE (LOSS) INCOME                            $      (504,093)    $       790,766
                                                       ================    ================

    Net income (loss) per common share - basic         $         (0.02)    $          0.03
                                                       ================    ================
    Net income (loss) per common share - diluted       $         (0.02)    $          0.03
                                                       ================    ================

    Weighted common shares outstanding - basic              43,606,779          34,474,451
                                                       ================    ================
    Weighted common shares outstanding - diluted            43,606,779          34,474,451
                                                       ================    ================
</TABLE>




          See accompanying notes to consolidated financial statements.
                                       F-5
<PAGE>



<TABLE>
<CAPTION>
                   NAPOLI ENTERPRISES, INC.. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 2003 and 2002




                                            Common Stock,
                                           $.001 Par Value
                                     ---------------------------    Additional                                       Total
                                      Number of                      Paid-in        Retained     Comprehensive   Stockholders'
                                        Shares        Amount         Capital        Earnings     Income (Loss)      Equity
                                     ------------   ------------   ------------   ------------   -------------   -------------

<S>                                   <C>           <C>            <C>            <C>            <C>             <C>
Balance, December 31, 2001            34,474,451    $    34,474    $    59,070    $ 1,686,684    $    (67,669)   $  1,712,559

Capital contribution                           -              -         84,447              -               -          84,447

Comprehensive income (loss):
  Net income for the year                      -              -              -        897,518               -         897,518

  Foreign currency translation
    adjustment                                 -              -              -              -        (106,752)       (106,752)
                                     ------------   ------------   ------------   ------------   -------------   -------------

Balance, December 31, 2002            34,474,451         34,474        143,517      2,584,202        (174,421)      2,587,772

Recapitalization of company            5,525,549          5,526        (95,526)             -               -         (90,000)

Common stock isued for services        6,000,000          6,000      2,074,000              -               -       2,080,000

Capital contribution                           -              -      1,585,810              -               -       1,585,810

Comprehensive income (loss):
  Net loss for the year                        -              -              -       (717,046)              -        (717,046)

  Foreign currency translation
    adjustment                                 -              -              -              -         212,953         212,953
                                     ------------   ------------   ------------   ------------   -------------   -------------

Balance, December 31, 2003            46,000,000    $    46,000    $ 3,707,801    $ 1,867,156    $     38,532    $  5,659,489
                                     ============   ============   ============   ============   =============   =============
</TABLE>















          See accompanying notes to consolidated financial statements.
                                       F-6
<PAGE>



<TABLE>
<CAPTION>
                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                 Year Ended December 31,
                                                           ------------------------------------
                                                                 2003                2002
                                                           ----------------    ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>                  <C>
Net income (loss)                                          $      (717,046)     $      897,518
Adjustments to reconcile net (loss) income to
  net cash provided by operating activities:
  Depreciation and amortization                                    257,550             413,483
  (Gain) loss on disposition of fixed assets, net                  893,558              13,980
  Stock-based consulting expense                                 2,080,000
  Minority interest                                                  7,503              (1,922)
  Loss on equity investment                                         49,022              64,597
Changes in operating assets and liabilities:
  Trade receivables                                                202,301            (298,198)
  Inventories                                                   (1,563,797)         (2,056,046)
  Advances to suppliers                                           (540,774)           (626,019)
  Due from related parties                                         (86,101)                  -
  Other current and noncurrent assets                               50,150              24,122
  Advances from customers                                        1,039,132           1,089,314
  Accounts payable and accrued liabilities                        (496,489)          1,339,576
                                                           ----------------    ----------------

Net cash provided by operating activites                         1,175,009             860,405
                                                           ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                          (3,809,801)         (2,121,006)
  Purchase of intangibles                                          (11,167)             (6,306)
  Increases in note receivable-related parties                           -            (146,807)
  Payments received on other note receivables                      183,977              97,295
  Purchase of long-term investments                                   (898)                  -
                                                           ----------------    ----------------

Cash used by investing activities                               (3,637,889)         (2,176,824)
                                                           ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital contributions                                             49,143                   -
  Principal payments on related party loans                     (1,049,358)                  -
  Proceeds from long-term debt                                   1,749,750             361,435
  Proceeds from short-term loans                                 2,826,735             500,422
  Proceeds from related party loans                              1,200,815           1,107,751
  Principal payments on long-term debt                            (579,120)           (266,728)
  Principal payments on short-term loans                        (1,783,965)           (343,927)
                                                           ----------------    ----------------

Cash provided by financing activities                            2,414,000           1,358,953
                                                           ----------------    ----------------

Effect of exchange rate changes on cash                              1,777              18,492

NET INCREASE (DECREASE) IN CASH                                    (47,103)             61,026

Cash, at beginning of year                                          97,708              36,682
                                                           ----------------    ----------------

Cash, at end of year                                       $        50,605     $        97,708
                                                           ----------------    ----------------

Supplementary disclosures of cash flow information:
    Interest paid                                          $       289,223     $       114,574
                                                           ================    ================
    Taxes paid                                             $             -     $         7,178
                                                           ================    ================

Non-cash investing and financing activities:
    Conversion of liabilities to contributed capital       $     1,536,667     $        84,447
                                                           ================    ================
</TABLE>




          See accompanying notes to consolidated fianncial statements.
                                       F-7
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         -----------------------------------------------------------

Organization
------------

Napoli Enterprises, Inc. (the Company) was incorporated on January 6, 1999 in
the State of Colorado as IDS Internet Distribution Systems, Inc. On July 23,
1999, the Company changed its name to Denmans.com, Inc., and subsequently on
November 19, 2001, following an acquisition changed its name to Impulse Media
Technologies, Inc. In the acquisition, the Company acquired Impulse Media
Technologies, Inc., a Nevada corporation (Impulse). Prior to the acquisition,
the Company had nominal assets and considerable liabilities. The transaction was
treated as a reverse acquisition for accounting purposes, which is a capital
transaction and not a business combination. The financial statements of the
acquired subsidiary are presented for the period prior to the acquisition. The
Company changed its name to Napoli Enterprises in November, 2002.

In August 2002, the Company's operating subsidiary, Impulse, filed for Chapter 7
bankruptcy, and is no longer considered a subsidiary at year-end (Note 4).

In June 2002, the company incorporated a new subsidiary, Napoli Resources (USA)
Inc., which will explore new business opportunities. As of December 31, 2003,
the new subsidiary has had no transactions.

During July 2003, the Company issued 34,474,451 shares of the Company's common
stock for the acquisition of all of the outstanding capital stock of Novotech
Holdings, Inc. ("Novotech"), a corporation organized under the laws of the
British Virgin Islands. This transaction closed on October 29, 2003. Novotech
owns a 99.7% ownership interest in Lion Gri, S.R.L., a company organized under
the laws of the Republic of Moldova, which is engaged in the production and sale
of wine. Under the agreement, the Company issued 34,474,451 shares of its common
stock in exchange for each and every share of common stock of Novotech. For
financial accounting purposes, the exchange of stock was treated as a
recapitalization of Novotech with the former shareholders of the Company
retaining 5,525,549 or approximately 13.8% of the outstanding stock. The
stockholders' equity section reflects the change in the capital structure of
Novotech due to the recapitalization and the consolidated financial statements
reflect the operations of Novotech and its subsidiaries for the periods
presented.

The Company's subsidiary, Lion-Gri S.R.L.("Lion-Gri"), a limited liability
company in the Republic of Moldova, commenced operations in 1998 and is 99.97%
owned by Novotech with the remaining .03% owned by Grineva S.R.L., a limited
liability company in the Republic of Moldova controlled by the Company's
President, Gregory Sonic. Additionally, Lion-Gri acquired controlling interest
in Botritis S.A. (50.3%), a Moldovan entity in the fiscal year 1998, which was
recorded as a purchase.

Basis of presentation
---------------------

The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("US GAAP"). This
basis of accounting differs from that used in the statutory financial statements
of the Moldovan subsidiaries which are prepared in accordance with the
accounting principles generally accepted in Moldova. The principal difference in
which adjustments were made to conform to US GAAP include write downs of fixed
assets with an offset to paid-in capital of approximately $3,280,000 for the
year ended December 31, 2002. There were no significant adjustments made to
fixed assets and paid-in capital to conform to US GAAP for the year ended
December 31, 2003. The consolidated financial statements of the Company include
the Company and its subsidiaries. All material intercompany balances and
transactions have been eliminated.





                                       F-8
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
         -----------------------------------------------------------------------

Use of estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates. Significant estimates in 2003 and 2002
include the allowance for doubtful accounts, the evaluation of intangible
assets, and the useful life of property, plant and equipment.

Fair value of financial instruments
-----------------------------------

The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses, payroll taxes payable, and
loans payable approximate their fair market value based on the short-term
maturity of these instruments.

Cash and cash equivalents
-------------------------

For purposes of the statement of cash flows, the Company considers all cash and
other demand deposits to be cash and cash equivalents. As of December 31, 2003,
the Company had no cash equivalents.

Accounts receivable
-------------------

Accounts receivable are reported at net realizable value. The Company has
established an allowance for doubtful accounts based upon factors pertaining to
the credit risk of specific customers, historical trends, and other information.
Delinquent accounts are written-off when it is determined that the amounts are
uncollectible. At December 31, 2003, the allowance for doubtful accounts were
$0.

Inventories
-----------

Inventories are stated at the lower of cost or market on the weighted average
cost basis, and includes finished goods, raw materials, packaging material and
product merchandise. Finished goods include costs of raw materials (grapes and
bulk wine), packaging, labor used in wine production, bottling, shipping and
warehousing on winery facilities and equipment. In accordance with general
practice in the wine industry, wine inventories are included in current assets,
although a portion of such inventories may be aged for periods longer than one
year.

Property, plant and equipment
-----------------------------

Property, plant and equipment are carried at cost. The cost of repairs and
maintenance is expensed as incurred; major replacements and improvements are
capitalized. Costs incurred in developing vineyards, including interest costs,
are capitalized until the vineyards become commercially productive. When assets
are retired or disposed of, the cost and accumulated depreciation are removed
from the accounts, and any resulting gains or losses are included in income in
the year of disposition. In accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", the Company examines the possibility of decreases in the
value of fixed assets when events or changes in circumstances reflect the fact
that their recorded value may not be recoverable. Depreciation is calculated on
a straight-line basis over the estimated useful life of the assets as follows
(in years):

               Buildings                           10-30
               Machines and equipment               2-10
               Vehicles and other                   3-7



                                       F-9
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
         -----------------------------------------------------------------------

Investments in equity-method investees
--------------------------------------

Investments in which the Company does not have a majority voting or financial
controlling interest are accounted for under the equity method of accounting
unless its ownership constitutes less than 20% interest in such entity for which
such investment would then be included in the consolidated financial statements
on the cost method.

Other assets
------------

Other assets include licenses, trademarks, technology process know-how, and
other receivables and cost method investments. Intangible assets are amortized
using the straight-line method over the term of the agreement or estimated
useful lives.

Intangibles and other long-lived assets
---------------------------------------

The Company reviews the carrying value of intangibles and other long-lived
assets for impairment at least annually or whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of long-lived assets is measured by comparison of
its carrying amount to the undiscounted cash flows that the asset or asset group
is expected to generate. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the property, if any, exceeds its fair market value. Goodwill
represents the excess of the cost of the Company's acquired subsidiaries or
assets over the fair value of their net assets at the date of acquisition. Under
Statement of Financial Accounting Standards ("SFAS") No. 142, effective the
first quarter of the year ended December 31, 2002, goodwill is no longer subject
to amortization over its estimated useful life; rather, goodwill is subject to
at least an annual assessment for impairment applying a fair-value based test.

Revenue recognition
-------------------

The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 101 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectability is reasonably assured. Revenues
derived from the sale of wine and wine products are recognized upon shipment and
title passes to the customer.

Advertising
-----------

Advertising costs are expensed when incurred. For the years ended December 31,
2003 and 2002, advertising expense amounted to $37,349 and $24,533,
respectively.

Stock-based compensation
------------------------

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts are amortized over the respective vesting periods of the
option grant. The Company adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for
Stock-Based Compensation -Transition and Disclosure", which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied. The Company accounts for stock options
and stock issued to non-employees for goods or services in accordance with the
fair value method of SFAS 123.



                                      F-10
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
         -----------------------------------------------------------------------

Income (loss) per common share
------------------------------

Basic income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the period.
Diluted income per share is computed by dividing net income by the weighted
average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. As of December
31, 2003 and 2002, the Company did not have any common stock equivalents or
potentially dilutive securities outstanding.

Foreign currency translation
----------------------------

Transactions and balances originally denominated in U.S. dollars are presented
at their original amounts. Transactions and balances in other currencies are
converted into U.S. dollars in accordance with Statement of Financial Accounting
Standards (SFAS) No. 52, "Foreign Currency Translation," and are included in
determining net income or loss.

For foreign operations with the local currency as the functional currency,
assets and liabilities are translated from the local currencies into U.S.
dollars at the exchange rate prevailing at the balance sheet date. Revenues and
expenses are translated at weighted average exchange rates for the period to
approximate translation at the exchange rates prevailing at the dates those
elements are recognized in the financial statements. Translation adjustments
resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining comprehensive loss.

The functional currency of the Company's Moldovan subsidiaries is the local
currency (Moldovan Lei). The financial statements of the subsidiaries are
translated to United States dollars using year-end rates of exchange for assets
and liabilities (13.22 Lei to one U.S. dollar), and average rates of exchange
for the period for revenues, costs, and expenses (13.9426 Lei to one U.S.
dollar). Net gains and losses resulting from foreign exchange transactions are
included in the consolidated statements of operations and were not material
during the periods presented. The cumulative translation adjustment and effect
of exchange rate changes on cash at December 31, 2003 was not material.

Comprehensive (loss) income
---------------------------

The Company uses Statement of Financial Accounting Standards No. 130 (SFAS 130)
"Reporting Comprehensive Income". Comprehensive income is comprised of net loss
and all changes to the statements of stockholders' equity, except those due to
investments by stockholders', changes in paid-in capital and distributions to
stockholders. Comprehensive (loss) income for the years ended December 31, 2003
and 2002 amounted to $(338,793) and $790,766, respectively.

Concentrations of credit risk and major customers
-------------------------------------------------

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable. The
Company places its cash with high credit quality financial institutions. Almost
all of the Company's sales are credit sales which are primarily to customers
whose ability to pay is dependent upon the industry economics prevailing in
these areas; however, concentrations of credit risk with respect to trade
accounts receivables is limited due to generally short payment terms. The
Company also performs ongoing credit evaluations of its customers to help
further reduce credit risk.

Two customers accounted for approximately 84% and 85% of sales for the year
ended December 31, 2003 and 2002 respectively. Over 90% of the Company's
revenues are from sales in Russia.



                                      F-11
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
         -----------------------------------------------------------------------

Income taxes
------------

Taxes are calculated in accordance with taxation principles currently effective
in the Republic of Moldova. Income taxes are accounted for under the asset and
liability method of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes ("SFAS 109"). Under SFAS 109 deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under SFAS 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

Economic and political risks
----------------------------

The Company Group faces a number of risks and challenges since its operations
are in the Republic of Moldova and its primary market is in Russia.

Segment reporting
-----------------

The Company produces and sells average to premium quality table wines and has
determined that its product line operating segments, although consisting of
multiple products and brands, all have similar production processes, customer
types, distribution methods and other economic characteristics. Accordingly,
these operating segments have been aggregated as a single operating segment in
the consolidated financial statements.

Recent accounting pronouncements
--------------------------------

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002. The adoption of the disclosure provisions of
Statement 148 as of December 31, 2002 did not have a material impact on the
Company's financial condition or results of operations.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
The Company has not identified any variable interest entities to date and will
continue to evaluate whether it has variable interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.



                                      F-12
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
         -----------------------------------------------------------------------

Recent accounting pronouncements (continued)
--------------------------------------------

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.

Shipping and costs
------------------

Shipping costs are included in selling and marketing expenses and totaled
$688,688 and $671,221 for the years ended December 31, 2003 and 2002,
respectively.


NOTE 2 - TRADE RECEIVABLES
         -----------------

Trade receivables are summarized as follows at December 31, 2003:

                                           2003
                                     ----------------
     Domestic (Moldova)              $        180,500
     Foreign (Outside Moldova)                603,648
                                     ----------------

                                     $        784,148
                                     ================


NOTE 3 - INVENTORIES
         -----------

Inventories are summarized as follows at December 31, 2003:

                                           2003
                                     ----------------
     Raw materials                   $      1,615,675
     Work-in-process                        3,830,023
     Finished goods                           533,813
                                     ----------------

                                     $      5,979,511
                                     ================

Certain inventory is pledged as collateral for loans.


NOTE 4 - NOTE RECEIVABLE-RELATED PARTY
         -----------------------------

On November 13, 2001, the Company entered into a non-interest bearing note
receivable agreement with Grineva S.R.L. (Grineva), the .03% owner of the
Company and controlled by the Company's President. According to the terms of the
agreement, the Company will loan approximately $380,000 to Grineva. Through
December 31, 2002, the Company had loaned a total of $185,582, which was paid
back in 2003.



                                      F-13
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT
         -----------------------------

Property, plant, and equipment consisted of the following at December 31, 2003:

         Land and buildings                   $        3,807,006
         Construction in progress                        991,069
         Machinery and equipment                       2,754,286
         Vehicles and other                              264,280
                                              ------------------
                                                       7,816,641

         Less accumulated depreciation                (1,391,061)
                                              ------------------

                                              $        6,425,580
                                              ==================

Depreciation expense for 2003 and 2002 totaled $250,804 and $354,188,
respectively


NOTE 6 - INVESTMENT IN EQUITY-METHOD INVESTEES
         -------------------------------------

The Company holds investments accounted for under the equity method. The Company
accounts for investments under the equity method if the investment gives the
Company the ability to exercise significant influence, but not control, over an
investee. Significant influence is generally deemed to exist if the Company has
an ownership interest in the voting stock of the investee of between 20% and
50%, although other factors, such as representation on the investee's Board of
Directors and the impact of commercial arrangements, are considered in
determining whether the equity method of accounting is appropriate. As of
December 31, 2002, the Company owned various interests in wine producing and
farming operations. The Company has the ability to exercise significant
influence, but not control these investees. Accordingly, under the equity method
of accounting, the Company's share of the investee's earnings or loss is
included in the consolidated statements of operations. The Company records its
investments in equity-method investees on the consolidated balance sheet as
"Investment in equity-method investee" and its share of the investee's earnings
or losses in "Equity in losses of equity-method investee." In the statement of
operations for the years ended December 31, 2003 and 2002, the Company recorded
equity in losses of investee of $49,022 and $64,597, respectively.


NOTE 7 - INTANGIBLE ASSETS
         -----------------

On January 3, 2001, the Company purchased technology process know-how for the
development and improvement of quality of its natural dry white and red wines.
The amount paid for the know-how was approximately $400,000 and was amortized
over the term of the agreement of 1.2 years. Intangible assets are included in
other assets and consisted of the following at December 31, 2003:

         Licenses and trademarks              $            2,150
         Technology process know-how                       3,957
         Other intangibles                                25,181
                                              ------------------
                                                          31,288

         Less accumulated amortization                   (15,135)
                                              ------------------

                                              $           16,153
                                              ==================

Amortization expense on intangible assets during 2003 and 2002 was $6,746 and
$58,227, respectively.



                                      F-14
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 8 - TRADE ACCOUNTS PAYABLE
         ----------------------

Trade accounts payables are summarized as follows at December 31, 2003:

                                                2003
                                         ------------------
    Domestic (Moldova)                   $        1,653,507
    Foreign (Outside Moldova)                     1,362,154
    Other                                            50,000
                                         ------------------

                                         $        3,065,661
                                         ==================


NOTE 9 - SHORT-TERM BANK LOANS
         ---------------------

Short-term bank loans consisted of the following at December 31, 2003

         Note to Victoria Bank, Moldova dated August 7, 2003 due
         August 2004. Interest rate at 19%. Secured by equipment
         and inventory                                             $     90,733

         Notes to Victoria Bank, Moldova dated August 8, 2003
         due August 2004. Interest rate at 11%. Secured by
         equipment and inventory.                                        87,503

         Note to Victoria Bank, Moldova dated July 24, 2003 due
         July 2004. Interest rate at 11%. Secured by equipment
         and inventory                                                   87,503

         Notes to Victoria Bank, Moldova dated November 11, 2003
         due November 2004. Interest rate 11%. Secured by
         equipment and inventory                                        297,932

         Notes to Banca de Economii, Moldova dated October 2003
         due October 2004. Interest rate 19%. Secured by
         equipment and inventory                                        302,572

         Note to Banca de Economii, Moldova dated September 2003
         due September 2004. Interest rate 19%. Secured by
         equipment and inventory                                        113,464

         Note to Moldova Agroindbank dated September 30, 2002
         due August 2004. Interest rate 19%. Secured by
         equipment and inventory                                        302,572

         Note to Banca de Economii, Moldova dated December 12,
         2002 due June 2004. Interest rate 18%. Secured by
         equipment and inventory                                        287,443
                                                                   -------------

              Total                                                $  1,569,722
                                                                   =============




                                      F-15
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 10 - LONG-TERM DEBT
          --------------

Long-term debt consisted of the following at December 31, 2003:

Note to Moldova Agroindbank Dated July 31, 2002, due in monthly
installments through June 2005. Interest rate at 12%. Secured by
equipment                                                          $     48,000

Note to Banca de Economii dated April 15, 2003, due in monthly
installments through March 2006. Interest rate at 9%. Secured by
equipment                                                               400,000

Note to Banca de Economii dated November 19, 2003, due in monthly
installments through May 2006. Interest rate at 19%. Secured by
equipment                                                               735,817

Note to Victoria Bank, Moldova dated March 7, 2003, due in
monthly installments through March 2008. Interest rate at 19%.
Secured by equipment and inventory.                                     105,900

Note to Victoria Bank, Moldova dated March 17, 2003, due in
monthly installments through March 2008. Interest rate at 9%.
Secured by equipment and inventory.                                     500,000
                                                                   -------------

     Total                                                            1,789,717

     Less current portion                                              (236,000)
                                                                   -------------

                                                                   $  1,553,717
                                                                   =============

The scheduled maturities of long-term debt are as follows:

                   2004                                            $    236,000
                   2005                                                 613,815
                   2006                                                 578,202
                   2007                                                 225,000
                   2008                                                 136,700
                                                                   ------------

                                                                   $  1,789,717
                                                                   ============











                                      F-16
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 11 - RELATED PARTY LOANS
          -------------------

During August 2002, the Company entered into an unsecured non-interest bearing
loan agreement of $1,087,795 with Rabel S.A. (Rabel). The Company's President is
an Executive Director of Rabel. According to the agreement, the Company is
obligated to export wine on behalf of Rabel as repayment of the loan. The
agreement calls for annual penalties of 22% for products that are not delivered
in accordance with the agreement. In August 2003, the Company entered into a new
non-interest bearing loan agreement with Rabel and borrowed approximately
$900,000 under the same terms as above, except with annual penalties of 19%. For
the year ended December 31, 2003 and 2002, the Company recorded $118,159 and
$81,043, respectively, in penalties as certain products were not delivered in
accordance with the agreement. At December 31, 2003, the Company owed this
related party $892,291.

During August 2003, the Company entered into an unsecured non-interest bearing
loan agreement of approximately $900,000 with Grineva S.R.L. (Grineva), the .03%
owner of the Company and controlled by the Company's President. According to the
agreement, the Company is obligated to export wine on behalf of Grineva as
repayment of the loan. The agreement calls for annual penalties of 19% for
products that are not delivered in accordance with the agreement. For the year
ended December 31, 2003 and 2002, the Company recorded $31,114 and $0,
respectively, in penalties as certain products were not delivered in accordance
with the agreement. At December 31, 2003, the Company owed this related party
$404,774.

During March 1998, the Company entered into an agreement with Argo LLC (Argo), a
former 30% owner of Lion-Gri and controlled by the Company's President, whereby
Argo will provide financing for the Company in exchange for the Company's
products. During November 2002, various customer advances were settled by Argo
and the obligations were assigned to Argo. On November 29, 2002, Argo's
receivable from the Company of $1,448,628 was assigned to NovoTech. On May 6,
2003, the Company's related party loan of $1,448,628 that was assigned to
NovoTech on November 29, 2002 was transferred and re-assigned to Argo. On May
12, 2003 Argo converted this loan to capital of the Company and obtained 99.97%
ownership of the Company. On July 10, 2003, Argo transferred its 99.97%
ownership of the Company to NovoTech. Accordingly, the amount due to NovoTech
was reflected as contributed capital on the consolidated statement of changes in
stockholders' equity in the amount of $1,585,810.


NOTE 12 - INCOME TAXES
          ------------

The nominal statutory tax rate in the Republic of Moldova is 32% in 2003 and 25%
in 2002. Taxes are calculated in accordance with Moldovan regulations and are
paid on an annual basis. Taxes are calculated on a separate entity basis since
consolidation is not allowed in Moldova. Based on compliance with certain tax
laws of the Republic o f Moldova, Lion Gri S.R.L. has qualified for the "Free
Enterprise Zone" for five years (years 2001 through 2005), in which Lion-Gri
S.R.L. is not required to pay income taxes for these years. No significant
deferred tax assets or liabilities existed for Lion-Gri S.R.L., at December 31,
2003 and 2002. Botritis S.A. is subject to the applicable statutory tax rates
and the provision for taxes on earnings for Botritis S.A. was $7,249 and $4,730
for the years ended December 31, 2003 and 2002 respectively. No significant
deferred tax assets or liabilities existed at December 31, 2003 and 2002.

The income tax expense was different than the amount computed using the U.S.
Federal Income tax rate of 35% as a result of the following:

                                                    Years Ended December 31,
                                                 ------------------------------
                                                      2003            2002
                                                 --------------  --------------
     Computed "expected" tax expense (benefit)   $    (243,796)  $     315,787
     Difference in foreign subsidiary rates            (41,106)        (90,225)
     Income tax exemption                             (433,715)       (229,523)
     Stock for services                                723,367               -
     Other                                               2,499           8,691
                                                 --------------  --------------
                                                 $       7,249   $       4,730
                                                 ==============  ==============



                                      F-17
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 12 - INCOME TAXES (continued)
          ------------------------

The unaudited proforma effect of the tax holiday on net income is as follows:

                                             Years Ended December 31,
                                       -------------------------------------
                                             2003                 2002
                                       -----------------    ----------------
     Net income (loss) as reported     $       (717,046)    $        897,518
                                       =================    ================

     Proforma net income (loss)        $     (1,150,762)    $        667,995
                                       =================    ================


NOTE 13 - STOCKHOLDERS' EQUITY
          --------------------

In July 2003, in connection with a consulting agreement, the Company issued
2,000,000 shares of common stock for services rendered. The Company valued these
shares at their market value on the date of issuance of $.25 per share and
recorded non-cash consulting expense of $500,000 related to these consulting
services.

In consideration for a General Releases (see Note 17), the Company issued
2,000,000 restricted shares to former consultants (1,000,000 each). The Company
valued these shares at their market value on the date of issuance of $.48 and
$.30 per share, respectively. In connection with issuance of these shares, the
Company recorded settlement expense of $780,000.

In October 2003, in connection with a consulting agreement, the Company issued
2,000,000 shares of common stock for services rendered. The Company valued these
shares at their market value on the date of issuance of $.40 per share and
recorded non-cash consulting expense of $800,000 related to these consulting
services.


NOTE 14 - OTHER RELATED PARTY TRANSACTIONS
          --------------------------------

The consolidated financial statements include balances and transactions with
related parties. For the years ended December 31, 2003 and 2002, the Company
purchased approximately $53,000 and $136,000, respectively, of equipment and
transportation services from a Fabbri-Inox S.R.L, (Fabbri-Inox) which is
controlled by the President of the Company. At December 31, 2003 and 2002, the
Company had a payable to Fabbri-Inox of $109,017 and $49,277, respectively. At
December 31, 2003 and 2002, the Company had prepayments to Fabbri-Inox of $0 and
$43,444, respectively.

For the years ended December 31, 2003 and 2002, the Company purchased
transportation services and other products from Rabel, S.A., (Rabel). The
Company's President is an Executive Director of Rabel. At December 31, 2003 and
2002, the Company had a payable to Rabel of $1,588 and $1,588, respectively. At
December 31, 2003 and 2002, the Company owed Rabel $892,291 and $36,603,
respectively.

The Company purchases raw wine from Ceteronis S.R.L. and Prut. Total purchases
from Ceteronis S.R.L. during 2003 and 2002 were $0 and $81,001, respectively. A
payable to Prut of $19,097 existed at December 31, 2001 related to 2000
purchases, which was repaid in 2002. The Company has investments in Ceteronis
S.R.L. and Prut.

The Company purchased $48,765 and $30,794 of fixed assets and services from
Agrotehnica-Invest S.A. during 2003 and 2002 respectively. The Company had a
trade payable to Agrotehnica of $5,257, which has been in included in trade
accounts payable. The Company has an investment in Agrotechnica-Invest, S.A.

The Company has a payable to Weis-MD Vine Co. SRL in the amount of $$15,907.




                                      F-18
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


N0TE 15 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
          ---------------------------------------------------

The Company's operations are conducted in the Republic of Moldova. Accordingly,
the Group's business, financial condition, and results of operations may be
influenced by the political, economic, and legal environments in the Republic of
Moldova, and by the general state of the Moldovan economy.

The Company's operations in the Republic of Moldova are subject to
considerations and significant risks not typically associated with companies in
North America and Western Europe. These include risks associated with, among
others the political, economic and legal environments and foreign currency
exchange. The Company's results may be adversely affected by changes in the
political and social conditions in the Republic of Moldova, and by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation among other things.


NOTE 16 - COMMITMENTS AND CONTINGENCIES
          -----------------------------

Arranger Services Agreement
---------------------------

During July 2002, the Company entered into an Arranger Services Agreement (the
"Agreement") with Market Management International, Inc. (the "Arranger"), a
Florida, U.S. Corporation, and Intreprinderea Mixta Market Management
International S.R.L. (the "Agent"), a limited liability company in the Republic
of Moldova. The services to be rendered by the Arranger are arranging for
securities offerings and of marketing of securities in the United States of
America. This includes arranging for an SB-1 for the Company, introducing
investors and potential partners for fund raising and arranging for various
other investor services during and after the effective date of the SB-1. As
consideration for the services to be rendered, the Company shall pay the
Arranger a fee of $15,000 upon signing the Agreement. In addition, the Agreement
calls for significant payments including cash, issuances of stock, and option
contracts to be paid to the Arranger for services related to an SB-1
registration and certain periods thereafter. The total values of these payments,
if any, are not determinable. The period of performance under the Agreement
shall be two years from the date of the Agreement.

On June 5, 2003, the Company terminated the Agreement and had not filed an SB-1
with the Securities and Exchange Commission in the United States of America.
There have been no claims or lawsuits against the Company related to the
Agreement and Management represents certain provisions of the Agreement have
been breached. The ultimate outcome of this matter cannot be predicted with
certainty, however the Company believes, based on advice from legal counsel,
this matter will not have a material adverse effect on the Company's financial
statements.

Guarantee of Credit
-------------------

The Company guarantees credit of approximately $495,000 plus interest granted to
Weis-MD Vine Co., S.R.L. (Weis). The Company has a 40.4% equity investment in
Weis. The obligation is due on March 18, 2007, with a daily penalty rate of
0.15% for non-payment.









                                      F-19
<PAGE>



                    NAPOLI ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE 17 - SETTLEMENT EXPENSE
          ------------------

During February 2003, the Company entered into a one-year consulting agreement
with Marx One, Inc. (Marx) related to consultation and advisory services for the
equity and/or debt raising process and other services. During March 2003, the
Company entered into a legal services memorandum with Feingold & Kam L.L.C.
(Feingold) which sets forth various corporate legal services including U.S.
Securities and Exchange Commission filings and other requested legal services
after the Company becomes a publicly traded corporation. Marx and Feingold each
signed a General Release, which releases and discharges the Company from these
agreements. In consideration for the General Releases, the Company issued
1,000,000 restricted shares to Marx and 1,000,000 restricted shares to Feingold,
and the General Releases shall only be binding in the event that these shares
become registered as free trading/unrestricted securities within ninety days of
the date of the General Releases. In connection with issuance of these shares,
the Company recorded settlement expense of $780,000.


NOTE 18 - SUBSEQUENT EVENTS
          -----------------

On January 26, 2004, the Company borrowed approximately $314,000 from a bank.
The loan bears interest at 11% per annum and is payable in monthly installments
through January 26, 2006.

Subsequent to December 31, 2003, the Company purchased property and equipment
from a related party




























                                      F-20