Form 10-KSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)
[X]  Annual report under section 13 or 15(d) of the  Securities  Exchange Act of
     1934 For the fiscal year ended February 28, 2003.

[ ]  Transition  report pursuant  section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the transition period from ____________ to _____________

Commission file number: 000-27199

                             NAPOLI ENTERPRISES,INC.
        (Exact name of small business issuer as specified in its charter)

           Colorado                                             91-2015608
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

    SUITE 566 - 1027 DAVIE STREET
VANCOUVER BRITISH COLUMBIA CANADA V6E 4L2                            A2
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number, (213) 304-1936

                        IMPULSE MEDIA TECHNOLOGIES, INC.
             (Former name or address, if changed since last report)

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

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

State issuer's revenues for its most recent fiscal year: $0

The aggregate market value of common equity held by non-affiliates of the
registrant as of May 27, 2003 was $507,140.

The number of shares outstanding of the registrant's common equity, as of May
27, 2003 was 5,525,549.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one):Yes.[]; No [x]









                                        1
<PAGE>


                            NAPOLI ENTERPRISES, INC.

                                   FORM 10-KSB

                   For The Fiscal Year Ended February 28, 2003

                                      INDEX



PART I.........................................................................3
Item 1.  Business..............................................................3
Item 2.  Description of Property...............................................4
Item 3.  Legal Proceedings.....................................................4
Item 4.  Submission of Matters to a Vote of Security Holders...................4

PART II........................................................................4
Item 5.  Market for Registrant's Common Stock and Related Stockholder
         Matters...............................................................4
Item 6.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition...............................................5
Item 7.  Financial Statements and Supplementary Data...........................8
Item 8.  Changes In and Disagreements With Accountants on Accounting and
              Financial Disclosure............................................24

Part III......................................................................24
Item 9.  Directors, executive officers, promoters and control persons;
         compliance with section 16(a) of the exchange act....................24
Item 10. Executive Compensation...............................................24
Item 11. Security Ownership of Certain Beneficial Owners and Management.......25
Item 12. Certain Relationships and Related Transactions.......................26
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.....26
Signatures....................................................................27
Certifications................................................................28





























                                        2
<PAGE>




PART I

Item 1.  Business

GENERAL

Napoli Enterprises Inc. ("Napoli" or the "Company") was formerly involved in the
development of technology which enabled Contemporary Hit Radio stations to
connect directly with listeners through wireless devices and sell music products
to these audiences. During the past fiscal year, the Company discontinued its
efforts in this area and has been seeking acquisition or merger opportunities.


CORPORATE BACKGROUND

Napoli is a United States publicly traded company and has its head office in
Vancouver, Canada.

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
from IDS Internet Distribution Systems Inc. to Denmans.com. Inc., and
subsequently on November 19, 2001, following completion of a share exchange
agreement, changed its name to Impulse Media Technologies, Inc. On November 25,
2002, the Company's name was changed to Napoli Enterprises, Inc. The Company
wholly owns two U.S. operating subsidiaries incorporated in Nevada: Napoli
Resources (USA) Inc. and Impulse Media Technologies Inc. (Nevada) (which is
under Chapter 7 bankruptcy protection). Impulse Media Technologies Inc. (Nevada)
in turn wholly owns Impulse Media Technologies (BC) Inc. which is incorporated
in the Province of British Columbia.


PRODUCTS AND SERVICES

The Company has suspended its development operations in the wireless internet
field and is currently pursuing merger and acquisition opportunities.


REGULATORY ISSUES

There are currently no regulatory matters which impact the Company.


SUBSIDIARIES

The Company owns 100% of the issued and outstanding voting common shares of
Impulse Media Technologies, Inc. a Nevada Corporation, (which is under both
Napoli Resources (USA), Inc., a Nevada corporation, and Chapter 7 bankruptcy
protection) which wholly owns Impulse Media Technologies (BC), Inc., a British
Columbia Company.


RESEARCH AND DEVELOPMENT

During fiscal 2003 the Company invested approximately $0 in research and
development related to new products and services.


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


                                        3
<PAGE>




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 wireless Internet and mobile commerce and (iv) 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
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors set
forth under "Risk Factors" and elsewhere in this report. The preceding
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.


Item 2.  Description of Property

INTELLECTUAL PROPERTY
The proprietary wireless Internet technology and methodology formerly developed
by the Company have been written down to zero value.

LEASEHOLD
The Company's corporate office is maintained on a monthly rental basis. The
Company is not presently involved in any leasehold agreements.

EQUIPMENT
The Company does not presently have any material investment in equipment.


Item 3.  Legal Proceedings

The company is not a party to any pending legal proceeding nor is its property
the subject of any pending legal proceeding.


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

There were no matters submitted to a vote of security holders during the fourth
quarter.


PART II

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters

Napoli's common stock has been quoted for trading on the OTC BB since September
7, 2000. Accordingly, there has been a limited public market for the Company's
common stock. The following table sets forth high and low bid prices for the
common stock for the last twelve months. These prices represent quotations
between dealers without adjustment for retail markup, markdown or commission and
may or may not represent actual transactions.

       Month ending     Open     High     Low      Close     Volume
       --------------------------------------------------------------

       28-Mar-02        0.13     0.21     0.1      0.18      853,900
       29-Apr-02        0.16     0.19     0.09     0.09      485,500
       31-May-02        0.09     0.09     0.04     0.06      254,300
       28-Jun-02        0.05     0.05     0.03     0.03      290,900
       31-Jul-02        0.03     0.03     0.02     0.02       50,000
       31-Aug-02        0.02     0.03     0.02     0.02       49,400


                                        4
<PAGE>




       30-Sep-02        0.01     0.0125   0.01     0.01          320
       31-Oct-02        0.01     0.01     0.003    0.003       2,126
       30-Nov-02        0.01     0.01     0.01     0.01       75,700
       31-Dec-02        0.01     0.01     0.01     0.01       50,000
       31-Jan-03*       0.15     0.15     0.15     0.15          700
       28-Feb-03        0.40     0.40     0.40     0.40          100

*(following 1-for-50 stock split)

On February 28, 2003, the Company had 96 registered shareholders owning
5,525,148 shares.

Napoli has not declared, and does not foresee declaring, any dividends now or in
the foreseeable future.


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

RESULTS OF OPERATIONS - FOR THE YEARS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28,
2002

The discussion in this Report contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
discussed herein. Such risks and uncertainties are detailed in filings with the
Securities and Exchange Commission, including without limitation those discussed
in this section.

RESULTS OF OPERATIONS
The Company is in its development phase and has not yet begun to sell products
or services. As such, the Company's sales were nil during the three month period
and fiscal year ended February 28, 2003 compared to nil and nil for the same
periods last year.

                                                       Revenue and Gross Profits
--------------------------------------------------------------------------------
The Company did not earn revenues for the fiscal year ended February 28, 2003
and as such did not generate gross profits. This compares to revenues and gross
profits of nil and nil for the comparative period to February 28, 2002.


                                                              Operating Expenses
--------------------------------------------------------------------------------
Operating expenses were $47,882 for fiscal 2003 compared with Nil for the
comparative period ending February 28, 2002. In fiscal 2003, the Company's
primary operational expense was $35,268 for Professional Fees. This compares
with Nil for the period ended February 28, 2002. The other major expense
category was Administrative Expenses of $12,614, compared with Nil for the
previous year's period. During fiscal 2003, a majority of expenses incurred by
the company were for regulatory purposes relating to SEC filings and corporate
initiatives to identify merger or acquisition opportunities.


                                         Other Income (Expense) and Income Taxes
--------------------------------------------------------------------------------
Due to its lack of revenues, the Company did not incur any income tax
obligations for the year, but generated a loss carryforward of $509,868 which
has been reserved.


                                                                        Net Loss
--------------------------------------------------------------------------------
The Company did not earn revenues in fiscal 2003 or 2002 and incurred a net loss
in fiscal 2003 of $(430,646) compared with $(835,583) for the comparative period
to February 28, 2002.



                                        5
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES
At February 28, 2003, the Company had a cash balance of $2,991 compared to a
cash balance of $9 at February 28, 2002. The working capital deficit at February
28, 2003 decreased from $799,403 on February 28, 2002 to $66,176 due to the
conversion of Notes Payable to Common Stock by lendors to the Company.


CORPORATE DEVELOPMENTS DURING THE YEAR

On June 1, 2002, the Company discontinued its efforts to raise investment
capital and further develop its proprietary wireless Internet technology. This
action was judged necessary by the board of directors because despite the
dedicated efforts of management, the Company was not successful in attracting
investment funds during the year due to the investment climate arising
subsequent to the tragic events of September 11th, 2001. At this time,
Directors, management, and significant debt-holders conducted a review of the
Company's strategic outlook and concluded it would be advantageous to change the
composition of the management team.

On June 20, 2002, the Chief Executive and Chief Technical Officers of the
Company resigned their positions as Officers and Directors to allow introduction
of a new management team. Additionally, control of the Company changed due to
the conversion of debt to common stock by a major note-holder.

On June 25, 2002, the company incorporated a new subsidiary, Napoli Resources
(USA) Inc., to explore merger or acquisition opportunities. During the year, the
new subsidiary had no transactions.

On August 27, 2002 the Company filed a Petition with the United States
Bankruptcy Court to place its wholly owned Impulse Media Nevada subsidiary into
Chapter 7 bankruptcy. On December 5th the Company attended a mandatory meeting
of creditors at the federal court building in Las Vegas Nevada under the
auspices of the court appointed trustee Mr. Tom Grimmett. The Company has
subsequently been advised that its application for bankruptcy continues to move
through regular channels and the Company has wound down its former technology
subsidiary.

During the course of the year the Company continued to search for merger or
acquisition opportunities.

Events subsequent to year end:

On March 5, 2003, a stock purchase agreement was entered into between Cor Equity
Management, Inc., and Lion Gri, S.R.L. Under the agreement, Cor Equity
Management, Inc., sold 5,368,586 shares of the registrant's capital stock,
representing a controlling interest in registrant, to Lion Gri, S.R.L. However,
the closing documents were held in escrow and no closing was to take place until
there was a complete exchange of all closing documents and shares. Said complete
exchange of all closing documents and shares occurred on April 15, 2003 as Lion
Gri, S.R.L. received the shares on said date and, therefore, the transaction was
completed. The prior board of directors resigned, and Greg Sonic was appointed
Chair of the board of directors and elected to the positions of President,
Secretary and Treasurer, which became effective April 15, 2003. The company
intends on holding a meeting of the shareholders to approve: (1) a name change
from Napoli Enterprises, Inc. into Lion Gri Corporation, (2) a stock split and
(3)approval for an employee stock ownership plan.

On April 3, 2003, with the consent of its sole remaining member, the Company's
Option Plan was cancelled.


RISK FACTORS

The following factors should be considered carefully in evaluating the Company
and its business.



                                        6
<PAGE>




Napoli's limited operating history makes it difficult for you to judge its
prospects.

Napoli has a limited operating history upon which an evaluation of the Company,
its current business and its prospects can be based. You should consider any
purchase of the Company's shares in light of the risks, expenses and problems
frequently encountered by all companies in the early stages of its corporate
development.


Liquidity and capital resources are uncertain.

For the year ended February 28, 2003 the Company had an operating loss of
$(288,963). At February 28, 2003, the Company had a working capital deficiency
of $66,176. There can be no assurance that the Company will be successful in
raising a sufficient amount of capital or in internally generating a sufficient
amount of capital to meet its short and long-term requirements. To the extent
that the Company is unable to maintain or generate the required amount of
capital, its ability to meet obligations and to continue as a going concern is
uncertain.

The value and transferability of Napoli's shares may be adversely impacted by
the limited trading market for its shares and the penny stock rules.

There is only a limited trading market for Napoli's shares. The Company's common
stock is traded in the over-the-counter market and "bid" and "asked" quotations
regularly appear on the O-T-C Bulletin Board under the symbol "NPLE". There can
be no assurance that the Company's common stock will trade at prices at or above
its present level, and an inactive or illiquid trading market may have an
adverse impact on the market price. In addition, holders of Napoli's common
stock may experience substantial difficulty in selling their securities as a
result of the "penny stock rules," which restrict the ability of brokers to sell
certain securities of companies whose assets or revenues fall below the
thresholds established by those rules.


Future sales of shares may adversely impact the value of Napoli's stock.

If required, Napoli may seek to raise additional capital through the sale of
common stock. Future sales of shares by Napoli or its stockholders could cause
the market price of its common stock to decline.





















                                        7
<PAGE>




Item 7.  Financial Statements and Supplementary Data










                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)




                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                        Page
                                                                        ----

Report of Independent Certified Public Accountants                      F-2

Consolidated Financial Statements:

     Consolidated Balance Sheets                                        F-3

     Consolidated Statements of Operations                              F-4

     Consolidated Statement of Stockholders' Equity                     F-5

     Consolidated Statements of Cash Flows                              F-6

     Notes to Financial Statements                                  F-8 to F-15






















                                       F-1

                                        8
<PAGE>






               Report of Independent Certified Public Accountants



Board of Directors
Napoli Enterprises, Inc.

     We have  audited the  accompanying  consolidated  balance  sheets of Napoli
Enterprises, Inc. as of February 28, 2003 and February 28, 2002, and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years  ending  February  28, 2003 and  February 28, 2002 and the period from
August 28, 2002 (date of inception)  through  February 28, 2003. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of Napoli Enterprises,  Inc. as
of February  28,  2003 and  February  28,  2002,  and the  related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ending  February  28, 2003 and  February 28, 2002 and the period from August 28,
2002 (date of inception) through February 28, 2003, in conformity with generally
accepted accounting principles in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  As described in Note 3, the Company
has  insufficient  working  capital and no operations,  that raises  substantial
doubts  about  its  ability  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Miller and McCollom

MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033
May 28, 2003



                                       F-2

                                        9
<PAGE>



<TABLE>
<CAPTION>
                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                           Consolidated Balance Sheets
                           ---------------------------

                                     Assets
                                     ------
                                                        February 28,        February 28,
                                                            2003                2002
                                                      ----------------    ----------------
<S>                                                   <C>                 <C>
Current assets:
     Cash                                             $        2,991      $            9
     Accounts receivable                                          --               1,963
                                                      ----------------    ----------------
         Total current assets                                  2,991               1,972

Property and equipment, net of accumulated
 depreciation of $401 for 2002                                    --                 280
                                                      ----------------    ----------------

Total assets                                          $        2,991      $        2,252
                                                      ================    ================

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:
     Bank overdrafts                                  $           --      $        4,967
     Accounts payable and accrued liabilities                 34,790             451,232
     Technology acquisition payable                               --             250,000
     Loans payable                                            34,377              95,456
                                                      ----------------    ----------------
         Total current liabilities                            69,167             801,655

Notes payable and accrued interest                                --           4,352,514
                                                      ----------------    ----------------

Total liabilities                                             69,167           5,154,169

Commitments and contingencies

Stockholders' equity:
     Common stock, $.001 par value
       5,525,549 and 409,366 shares issued
       at February 28, 2003 and February 28, 2002              5,525              20,468
     Additional paid-in capital                            5,022,329             399,196
     Accumulated deficit                                  (5,017,640)                 --
     Deficit accumulated during development stage            (76,390)         (5,595,578)
     Accumulated other comprehensive income                       --              23,997
                                                      ----------------    ----------------
         Total stockholders' equity (deficit)                (66,176)         (5,151,917)
                                                      ----------------    ----------------

Total liabilities and stockholders' equity            $        2,991      $        2,252
                                                      ================    ================
</TABLE>





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

                                       F-3

                                       10
<PAGE>



<TABLE>
<CAPTION>
                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                      Consolidated Statements of Operations
                      -------------------------------------

                                                                                   August 28,
                                                                                      2002
                                                                                  (inception)
                                          Year Ending         Year Ending           Through
                                          February 28,        February 28,        February 28,
                                              2003                2002                2003
                                        ----------------    ----------------    ----------------

<S>                                     <C>                 <C>                 <C>
Expenses
     Professional fees                  $       35,268      $           --      $       19,533
     Administrative expenses                    12,614                  --               5,545
                                        ----------------    ----------------    ----------------
         Total expense                          47,882                  --              25,078

(Loss) from operations                         (47,882)                 --             (25,078)

Interest expense                              (241,081)           (224,978)            (51,312)
                                        ----------------    ----------------    ----------------

(Loss) from continuing operations             (288,963)           (224,978)            (76,390)

(Loss) from discontinued operations           (141,683)           (610,605)                 --

Net (loss)                              $     (430,646)     $     (835,583)     $      (76,390)
                                        ================    ================    ================

Loss per common share                   $         (.28)     $        (2.95)     $         (.04)
                                        ================    ================    ================

Weighted average shares
       Outstanding                           1,549,254             283,079           2,179,790
                                        ================    ================    ================

Other comprehensive income:
     Net loss                           $     (430,646)     $     (835,583)     $      (76,390)
     Foreign currency
       translation adjustment                   (6,705)             23,654                  --
                                        ----------------    ----------------    ----------------
Total other comprehensive income
     (loss)                             $     (437,351)     $     (811,929)     $      (76,390)
                                        ================    ================    ================
</TABLE>










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

                                       F-4

                                       11
<PAGE>



<TABLE>
<CAPTION>
                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Consolidated Statement of Stockholders' Equity
                 ----------------------------------------------

                                                                                           Deficit
                                                                                         Accumulated    Accumulated
                                        Common Stock          Additional                  During the       Other          Total
                                        ------------           Paid-in     Accumulated   Development   Comprehensive  Stockholders'
                                    Shares        Amount       Capital       Deficit        Stage         Income         Equity
                                 ------------  ------------  ------------  ------------  ------------  -------------  -------------

<S>                                <C>         <C>           <C>           <C>            <C>          <C>            <C>
Common shares issued for             153,242   $       153   $     7,509   $        --            --   $         --   $      7,662
  services on October 25, 2000
Common shares issued for cash          2,280             2        28,498            --            --             --         28,500
Net loss for the period from
  date of incorporation through
  February 28, 2001                       --            --            --            --       (85,691)           343        (85,348)
                                 ------------  ------------  ------------  ------------  ------------  -------------  -------------
Balance, February 28, 2001           155,522           155        36,007            --       (85,691)           343        (49,186)
                                 ------------  ------------  ------------  ------------  ------------  -------------  -------------

Common shares issued for
  transfer of WAP technology
  (Note 5) on April 20, 2001          24,000            24       249,976            --            --             --        250,000
Common shares issued for
  cash at $0.25 during the
  period ended August 31, 2001         9,800            10       122,490            --            --             --        122,500
Distribution (Note 5)                                                               --      (500,000)                     (500,000)
Adjustment for reverse
  acquisition of Denmans             220,044           220        10,782            --    (4,174,304)            --     (4,163,302)
Net loss for year ended
  February 28, 2002                       --            --            --            --      (835,583)        23,654       (811,929)
                                 ------------  ------------  ------------  ------------  ------------  -------------  -------------
Balance, February 28, 2002           409,366   $       409   $   419,255   $        --    (5,595,578)  $     23,997   $ (5,151,917)
                                 ------------  ------------  ------------  ------------  ------------  -------------  -------------

Common shares issued in
  exchange for notes payable       5,116,183         5,116     4,588,074            --            --             --      4,593,190
Options issued for services               --            --        15,000            --            --             --         15,000
Adjustment for bankruptcy of
  subsidiary (Note 4)                     --            --            --    (4,663,384)    5,595,578        (17,292)       914,902
Net loss for year ended
  February 28, 2003                       --            --            --      (354,256)      (76,390)        (6,705)      (437,351)
                                 ------------  ------------  ------------  ------------  ------------  -------------  -------------
Balance, February 28, 2003         5,525,549         5,525     5,022,329    (5,017,640)      (76,390)            --        (66,176)
                                 ============  ============  ============  ============  ============  =============  ==============
</TABLE>



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

                                       F-5

                                       12
<PAGE>



<TABLE>
<CAPTION>
                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                      Consolidated Statements of Cash Flows
                      -------------------------------------

                                                                                               August 28,
                                                                                                  2002
                                                                                              (inception)
                                                      Year Ending         Year Ending           Through
                                                      February 28,        February 28,        February 28,
                                                          2003                2002                2003
                                                    ----------------    ----------------    ----------------
<S>                                                 <C>                 <C>                 <C>
Cash flows from operating activities:
     Net loss for the period                        $     (460,646)     $     (835,583)     $      (76,390)
     Adjustments to reconcile net loss
      to net cash used in operating activities
       Depreciation                                             --               1,914                  --
       Common stock issued for services                     15,000                  --                  --
       Interest added to loan balance                      241,081             224,978              51,312
       Adjustment for disposal of
        bankrupt subsidiary                                183,709                  --                  --
     Net change in operating assets
      and liabilities
       Accounts receivable                                      --              14,030                  --
       Accounts payable and accrued
         expenses                                          (10,134)            354,281              (5,903)
                                                    ----------------    ----------------    ----------------

Net cash (used) by operating activities                    (30,990)           (240,380)            (30,981)

Cash flows from investing activities:
     Purchase of property and equipment                         --             (13,861)                 --
     Disposal of property and equipment                         --              11,737                  --
                                                    ----------------    ----------------    ----------------

Net cash (used) by investing activities                         --              (2,124)                 --

Cash flows from financing activities:
     Common stock issued for cash                               --             122,500                  --
     Loans                                                  33,972              95,456              33,972
                                                    ----------------    ----------------    ----------------

Net cash provided by financing activities                   33,972             217,956              33,972

Foreign currency translation adjustment                         --              23,654                  --
                                                    ----------------    ----------------    ----------------

Net increase in cash                                         2,982                (894)              2,991

Cash, beginning of period                                        9                 903                  --
                                                    ----------------    ----------------    ----------------

Cash, end of period                                 $        2,991      $            9      $        2,991
                                                    ================    ================    ================







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

                                       F-6

                                       13
<PAGE>



<CAPTION>
                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                      Consolidated Statements of Cash Flows
                      -------------------------------------

                                                                                               August 28,
                                                                                                  2002
                                                                                              (inception)
                                                      Year Ending         Year Ending           Through
                                                      February 28,        February 28,        February 28,
                                                          2003                2002                2003
                                                    ----------------    ----------------    ----------------

<S>                                                 <C>                 <C>                 <C>
Supplemental cash flow information:
     Interest paid                                  $           --      $           --      $           --
                                                    ================    ================    ================
     Income taxes paid                              $           --      $           --      $           --
                                                    ================    ================    ================

Non-cash investing and financing transactions:
       Acquisition of WAP technology                $                   $      500,000      $           --
       Less amount due and unpaid                                              250,000                  --
                                                    ----------------    ----------------    ----------------
         Common stock issued                        $                   $      250,000      $           --
                                                    ================    ================    ================

       Stock exchanged for notes payable                 4,593,190                  --           4,593,190
                                                    ================    ================    ================
</TABLE>































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

                                       F-7

                                       14
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


Note 1 - Organization and Nature of Business
--------------------------------------------

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 February 28, 2003,
the new subsidiary has had no transactions.

The Company is in the  development  stage and has had no revenues or operations.
The Company is searching for new business opportunities.

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------

This  summary of  significant  accounting  policies  is  presented  to assist in
understanding the Company's financial  statements.  The financial statements and
notes are  representations of the Company's  management,  who is responsible for
their integrity and objectivity.  These accounting policies conform to generally
accepted  accounting  principles  in the United  States of America and have been
consistently applied in the preparation of the financial  statements,  which are
stated in U.S. Dollars.

The financial statements reflect the following significant accounting policies:

Principles of Consolidation
---------------------------

The accompanying  consolidated financial statements include the Company and its'
wholly owned subsidiary.  All inter-company accounts have been eliminated in the
consolidation.

Development Stage Enterprise
----------------------------

Based upon the Company's  business plan, it is a development stage enterprise as
of the year ending  February 28,  2003.  Accordingly,  the Company  presents its



                                       F-8

                                       15
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


financial  statements in conformity  with the  accounting  principles  generally
accepted in the United  States of America that apply in  establishing  operating
enterprises.  As a  development  stage  enterprise,  the Company  discloses  the
deficit  accumulated during the development stage and the cumulative  statements
of operations and cash flows from inception to the current balance sheet date.

Prior to August 27, 2002, the Company was in a development stage relating to its
wireless technology operations (Note 4). Subsequent to that date, the Company is
in a  new  development  stage  relating  to  the  development  of  new  business
opportunities.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

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

The Company has not received any revenues  through the dates of these  financial
statements.

Loss per Share
--------------

Loss per share is  computed  in  accordance  with SFAS No.  128, " Earnings  per
Share". Basic loss per share is calculated by dividing the net loss available to
common  stockholders by the weighted average number of common shares outstanding
for the period.

Income Taxes
------------

The Company  records  deferred  taxes in accordance  with Statement of Financial
Accounting  Standards  (SFAS)  No.  109,  "Accounting  for  Income  Taxes."  The
statement  requires  recognition  of  deferred  tax assets and  liabilities  for
temporary  differences  between the tax bases of assets and  liabilities and the
amounts at which they are carried in the  financial  statements,  based upon the
enacted tax rates in effect for the year in which the  differences  are expected
to reverse.  A valuation  allowance  is  established  when  necessary  to reduce
deferred tax assets to the amount expected to be realized.

Comprehensive Income
--------------------

SFAS No.  130, "  Reporting  Comprehensive  Income"  establishes  standards  for
reporting and presentation of comprehensive income (loss). This standard defines



                                       F-9

                                       16
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


comprehensive  income as the  changes in equity of an  enterprise  except  those
resulting  from  stockholder  transactions.  Comprehensive  loss for the periods
shown  equals  the net loss for the period  less the effect of foreign  currency
translation adjustments.

Startup Costs
-------------

The Company adopted  Statement of Position No. 98-5 ("SOP 98-5")  "Reporting the
Costs of  Start-Up  Activities."  SOP 98-5  requires  that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.

Currency
--------

The functional currency of the company is the United States Dollar.

Prior to the  disposition  of its operating  subsidiary  (Note 4), the Company's
functional  currency was the Canadian Dollar, and the Company translated amounts
into United  States  dollars  using the current rate method.  Under this method,
assets  and  liabilities  are  translated  to United  States  dollars at current
exchange  rates;  revenues and expenses are  translated at the average  exchange
rate during the period,  and equity  account are  translated  at the  historical
rate.  Related  translation  adjustments  are  reported  as other  comprehensive
income, a component of stockholders' equity. An adjustment related to the change
in  functional  currency  of  $17,292  was  recorded  in  conjunction  with  the
disposition of the subsidiary.

Risks and Uncertainties
-----------------------

The Company is subject to substantial business risks and uncertainties  inherent
in starting a new business.  There is no assurance that the Company will be able
to  generate  sufficient  revenues  or obtain  sufficient  funds  necessary  for
launching a new business venture.

Intangible Assets
-----------------

Intangible  assets are  recorded  at cost.  Amortization  is to be provided on a
systematic  basis over the  estimated  useful  lives of the assets from the date
that they are first put into use,  which is  currently  expected  to be 20% on a
straight line method.

Cash and Cash Equivalents
-------------------------

The Company  considers cash and cash  equivalents to consist of cash on hand and
demand deposits in banks with an initial maturity of 90 days or less.





                                      F-10

                                       17
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


Property and Equipment
----------------------

Capital  assets are recorded at cost.  Depreciation  is recorded  based on their
estimated useful lives as follows:

     Office furniture and equipment     20%                Straight line
     Computer equipment                 20%                Straight line
     Computer hardware                  30%                Straight line
     Computer software                  100%               Straight line
     Leasehold improvements             Life of lease      Straight line

Product development costs
-------------------------

Product  development costs are expensed until the  technological  feasibility of
the product has been established. After technological feasibility is established
and until the product is available for general  release,  software  development,
product  enhancements,  and acquisition  costs are capitalized.  For all periods
presented, product development costs have been expensed in the periods incurred,
as the criteria eligible for capitalization have not been met.

Website development costs
-------------------------

The Company accounts for Website  development  costs in accordance with the FASB
Emerging  Issue Task Force 00-2  ("EITF"),  Accounting  for Website  Development
Costs. EITF 00-2 requires all costs related to the development of websites other
than those incurred during the application  development  stage to be expensed as
incurred.  Costs incurred during the application  development stage are required
to be capitalized and amortized over the estimated useful life of the software.

Financial Instruments
---------------------

The carrying value of accounts receivable, accounts payable, and other financial
instruments reflected in the financial statement  approximates fair value due to
the  short-term  maturity  of the  instruments.  The fair  value  of loans  from
shareholders cannot be estimated because of the unique nature of this item.

Valuation of Long-Lived Assets
------------------------------

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operating cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.




                                      F-11

                                       18
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


Reclassifications
-----------------

Certain  reclassifications  have been made to previously  reported statements to
conform to the Company's current financial statement format.

Other
-----

The company has selected February 28 as its fiscal year end.

The company has paid no dividends.

Advertising is expensed as it is incurred.

The Company consists of one reportable  business  segment.  All of the Company's
assets are located in Canada.

Note 3 - Basis of Presentation - Going Concern
----------------------------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles in the United States of America,  which
contemplates  continuation  of the  Company  as a going  concern.  However,  the
Company has  insufficient  working  capital and no operations.  This fact raises
substantial  doubt about the Company's  ability to continue as a going  concern.
The  continuation  of the Company is  dependent  upon the  continuing  financial
support  of  creditors  and   stockholders   and  upon   obtaining  the  capital
requirements of the Company.  Management  believes actions planned and presently
being  taken  provide  the  opportunity  for the  Company to continue as a going
concern.

Note 4 - Discontinued  Operations,  Bankruptcy of Subsidiary,  Consolidation and
--------------------------------------------------------------------------------
Development Stage Company
-------------------------

In June 2002, the Company decided to discontinue the operations of its operating
subsidiary,  Impulse Media Technologies,  Inc (Nevada) based on its inability to
generate revenues for its products. On August 27, 2002, the subsidiary filed for
Chapter 7 bankruptcy. Accordingly, the results of operations for this subsidiary
are  reported as  discontinued  operations.  The  Company  expects to recover no
assets nor incur any liabilities from the subsidiary. Because the subsidiary had
an accumulated  deficit in excess of the Company's cost, the Company's  carrying
value of the  subsidiary was zero at the date of disposal and,  accordingly,  no
gain or loss was  recorded.  A net  adjustment  of $914,902  was recorded in the
statement  of  stockholders  equity to reflect  the  excess of the  subsidiary's
deficit  over  the  Company's   carrying  value,   including   foreign  currency
translation adjustment.






                                      F-12

                                       19
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


Since the Company no longer has control of the subsidiary,  its accounts are not
included in the Company's  consolidated  financial  statements after the date of
bankruptcy.

Note 5 - Technology Transfer Agreement
--------------------------------------

On April 20, 2001, the Company  entered into an agreement with  Megastation.Com,
Inc for the  acquisition of a 100% interest in a wireless  application  protocol
("WAP")   technology  and  methodology   described  in  US  provisional   patent
application  nos.  60/225,664 and  60/210,934.  The terms of the acquisition are
outlined below.

As consideration  for the WAP technology,  the Company agreed to pay $250,000 in
cash  and  has   issued   1,200,000   fully   paid   non-assessable   shares  to
Megastation.com  Inc.  Payment of the cash component is due by October 20, 2002.
If the Company  raises an aggregate of $2,000,000 in equity or loan financing on
or before this date, the consideration shall become payable in full immediately.

The Company  recorded the WAP  technology  as an  intangible  asset and has been
shown in the accompanying  consolidated  statement of stockholders'  equity as a
distribution.  In addition to the transaction  being among related  parties,  no
verifiable  historical  cost is available  and,  consequently,  no value for the
acquired technology is recorded.

Note 6 - Related Party Transactions, Loans from Shareholder
-----------------------------------------------------------

A shareholder of the Company has advanced $33,972 to the Company to enable it to
pay  administrative and operating  expenses.  The loan has no specific repayment
terms and accrues interest at 5% per year. The entire amount remains outstanding
at February 28, 2002.

Note 7 - Income Taxes
---------------------

The  Company is subject to United  States  income  taxes,  with the  majority of
transactions being subject to Canadian income taxes.

As of February  28,  2003,  the  Company has an  estimated  net  operating  loss
carryforward of $1,320,902 available to offset future taxable income. Of the net
operating  loss  carryforwards,  $78,029 will expire in 2021 and  $833,759  will
expire in 2022, and $409,114 will expire in 2023. No deferred  income taxes have
been recorded  because of the  uncertainty  of future  taxable income to offset.
These  carryforwards  may not be available if there is a  significant  change in
ownership of the company.

Significant  components of the  Company's  net deferred  income tax asset are as
follows:





                                      F-13

                                       20
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


<TABLE>
<CAPTION>
                                                 February 28,      February 28,        Change
                                                     2003              2002
                                               ----------------  ----------------  --------------
<S>                                                   <C>               <C>              <C>
Benefit from net operating loss carryforward          509,868           351,950          157,919
Less valuation allowance                             (509,868)         (351,950)        (157,919)
                                               ----------------  ----------------  --------------
Net deferred income tax asset                              --                --               --
                                               ================  ================  ==============
</TABLE>

The  reconciliation  of income tax (benefit)  computed at the federal  statutory
rate to income tax expense (benefit) is as follows:

Tax (benefit) at federal statutory rate             (38.60)%
Valuation allowance                                  38.60
                                               ----------------
Tax provision (benefit)                               0.00%
                                               ================

Note 8 - Common Stock
---------------------

During  the year,  the  Company  received  offers  to from two of its  principal
creditors to convert the Company's  notes payable to stock.  The Company's Board
of  Directors  agreed to  convert  the  promissory  notes,  totaling  $4,593,190
including  accrued  interest,  at an average price of $.90 per share.  Thus, the
creditors were issued a total of 5,116,183 common shares.

On January 6, 2003, the National  Association of Securities Dealers effected the
50 for 1 roll-back of the Registrant's common shares as approved by shareholders
at the Annual  General  Meeting  of  Shareholders  held on  November  10,  2002.
Accordingly,  all share and per-share amounts on these financial statements have
been adjusted to reflect the new shares.

Note 9 - Stock-based Compensation
---------------------------------

During the fiscal year ended  February  28,  2003,  the Company  issued  options
pursuant to its 2002 Stock Option Plan.

The following is a table of  outstanding  options and changes  during the fiscal
years ending 2003 and 2002:

<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                 Non-              Average
                                            Employee           Employee           Exercise
                                             Options            Options             Price
                                         ----------------   ----------------   ----------------

<S>                                           <C>                  <C>                    <C>
Options Outstanding, February 28, 2002               --                 --                  --
       Options granted:
           Employees                          2,000,000                                   0.10
           Non-employees                                           300,000                0.10



                                      F-14

                                       21
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


       Options expired                        2,000,000            300,000                0.10
       Options exercised                             --                 --                  --
                                         ----------------   ----------------   ----------------

Options Outstanding, February 28, 2003               --                 --                  --
</TABLE>

All options granted have expired.

Options granted during fiscal years ending 2003 and 2002 consist of:

                                               Weighted           Weighted
                                             Average Fair         Average
  Year and Exercise price relative to          Value at           Exercise
    fair value of underlying stock            Grant Date           Price
---------------------------------------     --------------     --------------
Year ending December 31, 2003:
   Exercise price equals fair value               .10               .10
   Exercise price exceeds fair value               --                --


The fair value of each option granted was computed by the  Black-Scholes  method
using the following weighted-average assumptions:

                                         Year Ended
                                     February 28, 2003
                                    --------------------
Expected Volatility:                        354%
Risk-free interest rate:                    1.79%
Expected Dividends:                          --
Expected Term in Years:                      10

As permitted by FASB  Statement No. 123, the company  applies the methods of APB
25 and  related  interpretations  in  accounting  for  stock  options  issued to
employees.  Accordingly,  no  compensation  cost was  recognized  for  grants of
employee options because all were issued with exercise prices less than the fair
value of the underlying  stock at the grant date. If compensation  cost had been
determined based on the estimated fair value (using methods consistent with FASB
Statement  No. 123) of the options at grant date,  the  Company's net income and
earnings per share would have been replaced with the following amounts:

<TABLE>
<CAPTION>
                             Year Ended Year Ended
                               February 28, 2003                 February 28, 2002
                               -----------------                 -----------------

                          As Reported       Pro forma       As Reported       Pro forma
                        ---------------   -------------   ---------------   -------------
<S>                        <C>              <C>               <C>              <C>
Net loss:                  (430,646)        (530,646)         (835,583)        (835,583)
Net loss per share:          (.28)            (.34)            (2.95)           (2.95)
</TABLE>



                                      F-15

                                       22
<PAGE>



                            NAPOLI ENTERPRISES, INC.
                   (Formerly Impulse Media Technologies, Inc.)
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                 ----------------------------------------------


Note 10 - Subsequent Events
---------------------------

On March 5, 2003, a stock purchase agreement was entered into between Cor Equity
Management,  Inc.,  and  Lion  Gri,  S.R.L.  Under  the  agreement,  Cor  Equity
Management,  Inc.,  sold  5,368,586  shares of the  registrant's  capital stock,
representing a controlling interest in registrant,  to Lion Gri, S.R.L. However,
the closing documents were held in escrow and no closing was to take place until
there was a complete exchange of all closing documents and shares. Said complete
exchange of all closing  documents and shares occurred on April 15, 2003 as Lion
Gri, S.R.L. received the shares on said date and, therefore, the transaction was
completed.






































                                      F-16

                                       23
<PAGE>




Item 8.  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

There have been no disagreements on accounting and financial disclosures from
the inception of the Company through to the date of this Report.


PART III

Item 9. Directors, executive officers, promoters and control persons; compliance
with section 16(a) of the exchange act.

The following table sets forth, as of February 28, 2003, the name, age and
position of the Company's directors, executive officers and other significant
employees.

   Name               Age    Position with the Company
   ----               ---    -------------------------
   Steve Spanis       45     Chairman of the Board; President & CEO; CFO
   John Dawe          43     Vice President, Finance


The backgrounds of the Company's Directors, Officers and significant employees
are as follows:

Steve Spanis - Chairman of the Board; President & CEO; CFO

Mr. Spanis' education includes a Bachelor of Science degree from Macmaster
University in Hamilton, Ontario, Canada (majoring in Chemistry and Physics), a
Diploma from the Canadian Institute of Management, as well as several continuing
education certificates in various areas of property and construction management
and personal development.

John Dawe - Vice President, Finance

Mr. Dawe has 20 years experience in the investment brokerage and financial
service community. He specializes in corporate finance and marketing, and is an
expert in creating effective business financial plans.


Item 10.  Executive Compensation

The following summary compensation table reflects all compensation awarded to,
earned by, or paid to the President & Chief Executive Officer for all services
rendered to the Company in all capacities during the year ended February 28,
2002. None of the other executive officers received salary and bonus exceeding
$100,000 during those years.

Summary Compensation Table
--------------------------------------------------------------------------------
                                                      Securities     All Other
Name and Principal Position     Year      Salary      Underlying   Compensation
                                             $        Options (#)        $
--------------------------------------------------------------------------------
Steve Spanis
President & CEO, CFO,
Chairman and Director           2002       nil            nil           nil
--------------------------------------------------------------------------------

No Option Grants were awarded to named executive officer in fiscal 2003 or
before.

No Bonuses were paid to named executive officer in fiscal 2003 or before. No
Stock Appreciation Rights (SARs), or Long Term Incentive Plans (LTIPs), or
restricted stock grants were awarded to named executive officer in fiscal 2003
or before.



                                       24
<PAGE>




Directors' Compensation

During fiscal 2003, positions on the Company's board of directors was filled by
the Chief Executive Officer of the Company and no compensation accrued to these
positions.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information, as of February 28, 2003, with respect to
beneficial ownership of the Company's Common Stock by each person known by the
company to be the beneficial owner of more than 5% of its outstanding Common
Stock, by each director of the company, by each named executive officer and each
significant employee, and by all officers, directors and significant employees
of the Company as a group. Unless otherwise noted, each shareholder has sole
investment and voting power over the shares owned. None of the Company's
directors, executive officers or significant employees has any family
relationship with any other director, executive officer or significant employee.


--------------------------------------------------------------------------------
Title of         Name and address* of           Amount and Nature     Percent of
 Class             Beneficial Owner          of Beneficial Ownership     Class
--------------------------------------------------------------------------------
Common Shares      DGD Wealth Management Inc.        2,971,568            54%

Common Shares      Steve Spanis                      2,144,218 (1)        39%

Common Shares      John Dawe                             3,000            **

**(less than 1%)

================================================================================
Common Shares      All Directors, Officers
                   and significant employees
                   as a group (2 persons)            2,147,218            39%
================================================================================

*Unless otherwise referenced, the address for each of the above mentioned
parties is c/o Napoli Resources, Inc., Suite 566 - 1027 Davie Street,
Vancouver, B.C. Canada V6E 4L2.

Notes:
(1) Eagle Harbour Management, Inc., of which Steve Spanis is beneficial owner,
enjoys legal ownership of said securities.


CHANGES IN CONTROL

During the course of the fiscal year, the following changes in control took
place:

1. On June 15, 2002, the Company received an offer from one of its principal
creditors, Eagle Harbour Management Inc., to convert part of the Company's debt
to stock. The Company's Board of Directors agreed to convert six promissory
notes, totaling $3,031,995 in Company debt, at $0.05 per share. Thus, it was
agreed Eagle Harbour Management Inc. would be issued a total of 60,639,900
common shares in the Company and as at this date Eagle Harbour became the
majority shareholder in the company.

2. On February 12, 2003, the Company received an offer from one of its principal
creditors, DGD Wealth Management Inc., to convert part of the Company's debt to



                                       25
<PAGE>




stock. The Company's Board of Directors agreed to convert two promissory notes,
including accrued interest to date totaling $1,188,627 in Company debt, at $0.40
per share. Thus, DGD Wealth Management Inc. was issued a total of 2,971,568
ordinary voting shares in the Company and as at this date DGD Wealth Management
became a majority shareholder in the company.

3. On February 20, 2003, the Company received an offer to from one of its
principal creditors, Eagle Harbour Management Inc., to convert part of the
Company's debt to stock. The Company's Board of Directors agreed to convert two
promissory notes, including accrued interest to date totaling $372,568 in
Company debt, at $0.40 per share. Thus, Eagle Harbour Management Inc. was issued
a total of 931,420 ordinary voting shares in the Company and as at this date
Eagle Harbour Management, Inc. increased its position as a majority shareholder
in the company.


Change in control subsequent to year end:

On March 5, 2003, a stock purchase agreement was entered into between Cor Equity
Management, Inc., and Lion Gri, S.R.L. Under the agreement, Cor Equity
Management, Inc., sold 5,368,586 shares of the registrant's capital stock,
representing a controlling interest in registrant, to Lion Gri, S.R.L. However,
the closing documents were held in escrow and no closing was to take place until
there was a complete exchange of all closing documents and shares. Said complete
exchange of all closing documents and shares occurred on April 15, 2003 as Lion
Gri, S.R.L. received the shares on said date and, therefore, the transaction was
completed. The prior board of directors resigned, and Greg Sonic was appointed
Chair of the board of directors and elected to the positions of President,
Secretary and Treasurer, which became effective April 15, 2003. The company
intends on holding a meeting of the shareholders to approve: (1) a name change
from Napoli Enterprises, Inc. into Lion Gri Corporation, (2) a stock split and
(3)approval for an employee stock ownership plan.


Item 12.  Certain Relationships and Related Transactions

The company acknowledges and discloses that the two conversions of debt by Eagle
Harbour Management Inc. were related party transactions. Eagle Harbour
Management, Inc. is beneficially owned by Mr. Steve Spanis, President of Napoli
Enterprises, Inc. and therefore these conversions falls within Article Seven of
the Company's articles of incorporation related to Conflicting Interest
Transactions. The Company accepted these conversions based on the previous 30
day average bid and ask for the Company's stock and, in the case of the second
transaction, based on the arm's length conversion with DGD Wealth Management,
Inc. on February 12, 2003 at the same price. The Company's articles of
incorporation are available for review on EDGAR.


Item 13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

EXHIBITS

(a)  Financial Statements (included in Part II of this Report):

     Report of Independent Accountants

     Consolidated Balance Sheet - February 28, 2003

     Consolidated Statements of Loss and Retained Earnings (Deficit) - February
     28, 2003

     Consolidated Statements of Cash Flows - February 28, 2003

     Notes to Consolidated Financial Statements - February 28, 2003

3.1  Articles of Incorporation (1)



                                       26
<PAGE>




3.2   Bylaws (2)


     Notes:

     (1)  Incorporated by reference from Form 10SB/A dated October 13, 1999

     (2)  Incorporated by reference from Form 10SB/A dated October 13, 1999

(b)  Reports on Form 8-K

     During the last quarter, the following Current Reports on Form 8K were
     filed:

          Form 8-K - February 21, 2003
          Reporting information on Item 1 - Changes in Control of Registrant

          Form 8-K - February 27, 2003
          Reporting information on Item 1 - Changes in Control of Registrant;
          and Item 5. Other Events and Regulation FD Disclosure.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Napoli Enterprises, Inc.
    (Registrant)

Dated:  May 28, 2003
By:

/s/  Greg Sonic
-------------------------------------------------
Greg Sonic, Chairman & Secretary, Chief Executive
Officer & Chief Financial Officer
























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<PAGE>




CERTIFICATIONS*


I, Greg Sonic, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Napoli Enterprises,
Inc.

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

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

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

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

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

b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

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

Date: May 28, 2003

/s/ Greg Sonic
---------------------------------------------
Greg Sonic, Chief Executive Officer,
Chief Financial Officer, President & Director


* Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.




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