UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the fiscal year ended December 31, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from               to
                                        --------------   --------------

                         Commission file number: 0-29781

                       CRYSTALIX GROUP INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

               NEVADA                           65-0142472
  (State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

          5720 SOUTH ARVILLE STREET, SUITE 114, LAS VEGAS, NEVADA 89118
           (Address of principal executive offices)             (Zip Code)

                    Issuer's telephone number: (702) 220-6581

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

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

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year:  $4,664,855

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $15,073,026 AS OF MARCH 24, 2003

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 42,032,972 AS OF MARCH 27, 2003

Transitional Small Business Disclosure Format (Check one):    Yes      ; No  X
                                                                 ------    -----


<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

         We were  originally  incorporated in the state of Florida on August 22.
1989 under the name First Zurich  Investments,  Inc. On November  15, 1996,  the
name of the company was changed to Terra International Pharmaceuticals,  Inc. On
August 11, 1999, we acquired Veltre Enterprises,  Inc. dba Unique Images. Unique
Images  designed  and   manufactured   Hollywood  and  sports   memorabilia  for
memorabilia  galleries,  as well as provided custom picture framing services. On
September  7,  1999,  we  changed  our  name to  americabilia.com,  Inc.  and on
September  14,  1999,  we  conducted  a  recapitalization  through the merger of
americabilia.com  Nevada with and into  Worldwide  Collectibles,  Inc., a Nevada
corporation  and a wholly  owned  subsidiary  we formed  for the  purpose of the
merger.  We issued a total of 6,115,000 shares of our common stock to the former
stockholders  of  americabilia.com  Nevada.  In January  2001,  we merged Unique
Images into Worldwide  Collectibles.  As  americabilia.com,  Inc., we engaged in
direct  Internet  merchandising  of  American-themed  collectibles,   gifts  and
memorabilia.  On June 25,  2002,  we  announced  our  plans  to  cease  business
operations.

         On October 4, 2002, we acquired all of the outstanding  common stock of
Crystalix USA Group,  Inc. in exchange for 23,300,000 shares of our common stock
and an exclusive technology license from Crystalix Technology,  Inc. in exchange
for  7,000,000  shares of our Class A  preferred  stock.  We changed our name to
Crystalix  Group  International,  Inc.  on  November  22,  2002 and  changed our
domicile  to Nevada on November  26,  2002.  In  relation  to this  transaction,
Crystalix USA entered into a consulting  agreement with IB 2000, Inc. to provide
professional consulting services for $250,000, all of which has been expensed as
of December 31, 2002.

         On December 23, 2002, we acquired all of the  outstanding  common stock
of  Lazer-Tek   Designs,   Inc.  and  Lazer-Tek  Designs,   Ltd.   (collectively
"Lazer-Tek")  in exchange  for  1,250,000  shares of our common  stock valued at
$1,125,000  and  an  acquisition  consulting  fee  obligation  of  $400,000.  In
addition,  we loaned  $1,000,000 to Lazer-Tek to repay existing  debt,  which is
carried as an  intercompany  receivable  from  Lazer-Tek  and  eliminated in the
financial  statement  consolidation.  We also entered into a promissory note for
$852,680.  Lazer-Tek was acquired for several strategic  marketing and operation
reasons.  With a wide base of corporate  awards and gift  clients to  collegiate
giftware and traditional  advertising specialty groups, and with a collection of
valuable engineered art pieces, Lazer-Tek was poised for market penetration with
the added collectibles provided by Crystalix USA.  Additionally,  our management
realized  that  with our  advanced  software  and laser  technologies,  we could
improve both  production  time and quality at Lazer-Tek,  thereby  enhancing the
overall operations of Lazer-Tek.

         On February  19,  2003,  we executed an agreement to acquire all of the
outstanding common stock of Vitro Laser GmbH ("Vitro") in exchange for 3,495,000
shares of our common stock and  1,050,000  shares of our  Preferred A shares and
$1,200,000  to be paid to Vitro's  shareholders.  We  acquired  all  operational
responsibilities  as of February 19, 2003 to give time for proper  documentation
and contracts to conform with US generally  accepted  accounting  principles and
ownership exchange between a US company and a Germany corporation.  Our proposed
acquisition of Vitro is for several strategic  marketing and operation  reasons.
First,  Vitro's  manufacturing  abilities in the industry of laser technology is
recognized as one of the world leaders in laser quality and production  time for
sub-surfaced gift products.  Second,  Vitro has penetrated into the European and
Asian-Pacific  market place as a leader for equipment to the glassware industry.
We  believe  that this will allow us to  increase  the  production  of kiosk and
commercial  application machinery and launch into the international market place
with our marketing plan into high traffic and visibility markets. We expect this
acquisition to close within the next few weeks.

OUR PRODUCTS

         As a result of our  acquisition  of  Crystalix  USA,  a Nevada  company
incorporated on November 9, 2001, and subsequently  Lazer-Tek,  we are a leading
manufacturer,  distributor,  and marketer of laser  subsurface  engraved optical
quality   glass   products.    Our   principal   product   is   a   personalized
three-dimensional engraved crystal that features the facial image of one or more
persons or other  three-dimensional  images.  As of February 28, 2003, we had 40
kiosks  owned by us or by our  marketing  partners  in  retail  shopping  malls,
resorts,  promenades,  casinos,

                                       2

<PAGE>


cruise ships and theme parks where our crystals are engraved  and  sold. Through
Lazer-Tek, we also sell to corporate accounts and other specialty groups.

         Our engraving  process  involves the use of a  high-resolution  digital
camera, a laser image scanner,  and two lasers that are configured together by a
standard desktop personal computer, using our proprietary software and a Windows
operating  system.  The laser  image  scanner  converts  images from the digital
camera,  a  customer's   digital  image,  or  a  hard  copy  photograph  into  a
three-dimensional  or  two-dimensional  digitally  formatted  image that will be
engraved into the center of the crystal by the laser. The scanner  processes the
image  from  several  angles to create a  three-dimensional  or  two-dimensional
digital model of the image and plots the points where the laser will be directed
to  engrave  the  image  in the  glass.  The  scanner  generally  completes  the
conversion process in 15 to 30 seconds.  The optic glass is then placed into the
laser chamber for engraving. The engraving process generally takes a few minutes
or less, depending on the number of images to be engraved,  the degree of detail
in the images,  and whether  titles,  names,  or other materials are to be added
with the images.

         The image can be  engraved  into  optic  glass of  different  sizes and
shapes.  The retail  price of the  engraved  crystals  ranges  from $59 to $400,
depending on the size of the crystal and number of images to be engraved, with a
typical  crystal  retailing for $100 to $150.  Crystals for corporate  customers
retail  for $80 to as much as  several  thousands  of  dollars.  We also offer a
variety of bases on which to display the engraved crystals.

PRODUCT LINES

         There  are  numerous  applications  for our  engraving  system.  We are
currently focusing on the following product lines:

     o        corporate/award items;
     o        giftware;
     o        three-dimensional facial images;
     o        two-dimensional images;
     o        licensed images and logos; and
     o        tabletop items

DISTRIBUTION

              We sell our products
     o        directly to corporate customers;
     o        to mass marketing organizations;
     o        through retail kiosks owned by us and by our marketing partners;
     o        through college catalogs and bookstores;
     o        through photo shops; and
     o        on cruise ships.

         CORPORATE  SALES.  With  the  public  visibility  of  the  kiosks,  the
acquisition  of  Lazer-Tek,  and the presence of  Crystalix  USA at the industry
trade shows,  corporate  application of our laser engraved  products for awards,
gifts and presentation has been widely accepted.

         INFINITY  BUYING  CLUBS.  We  have  been  aggressively   pursuing  mass
marketing  organizations  such as NASCAR, the National  Basketball  Association,
Major League  Baseball,  and the Kentucky Derby, and have sold products to these
organizations  or teams within these  organizations.  With  wholesale and retail
ability available in these venues, we will explore large sales opportunities for
our entire market lines.

         RETAIL KIOSKS. The kiosks typically occupy no more than 120 square feet
and can be operated by only one or two  employees.  As of February 28, 2003, the
following kiosks were in operation:



                                       3

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
DATE OPENED               LOCATION                                                             TYPE OF OWNERSHIP
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                                  <C>
September 2001            Mandalay Bay Resort & Casino - Las Vegas, Nevada                     Company-owned
--------------------------------------------------------------------------------------------------------------------
February 2002             Monte Carlo Resort & Casino - Las Vegas, Nevada                      Company-owned
--------------------------------------------------------------------------------------------------------------------
March 2002                DFS Galleria - Honolulu, Hawaii                                      Marketing partner
--------------------------------------------------------------------------------------------------------------------
April 2002                Westfield Shopping Town, North County - Escondido, California        Marketing partner
--------------------------------------------------------------------------------------------------------------------
April 2002                Stoneridge Mall - Pleasanton, California                             Marketing partner
--------------------------------------------------------------------------------------------------------------------
May 2002                  Park Meadows Mall - Parker, Colorado                                 Marketing partner
--------------------------------------------------------------------------------------------------------------------
May 2002                  Ala Moana Shopping Center - Honolulu, Hawaii                         Marketing partner
--------------------------------------------------------------------------------------------------------------------
May 2002                  First Street Station - Rehoboth Beach, Delaware                      Marketing partner
--------------------------------------------------------------------------------------------------------------------
May 2002                  Mall of America - Bloomington, Minnesota                             Marketing partner
--------------------------------------------------------------------------------------------------------------------
June 2002                 Tysons Galleria - McLean, Virginia                                   Marketing partner
--------------------------------------------------------------------------------------------------------------------
June 2002                 Pier 39 at Fisherman's Wharf - San Francisco, California             Marketing partner
--------------------------------------------------------------------------------------------------------------------
June 2002                 Stonestown Galleria - San Francisco, California                      Marketing partner
--------------------------------------------------------------------------------------------------------------------
June 2002                 Luxor Las Vegas - Las Vegas, Nevada                                  Company-owned
--------------------------------------------------------------------------------------------------------------------
June 2002                 Desert Passage, Aladdin - Las Vegas, Nevada                          Marketing partner
--------------------------------------------------------------------------------------------------------------------
July 2002                 The Forum Shops - Las Vegas, Nevada                                  Company-owned
--------------------------------------------------------------------------------------------------------------------
August 2002               Tacoma Mall - Tacoma, Washington                                     Marketing partner
--------------------------------------------------------------------------------------------------------------------
September 2002            Dubai International Airport - Dubai, United Arab Emirates            Marketing partner
--------------------------------------------------------------------------------------------------------------------
September 2002            Excalibur Hotel & Casino - Las Vegas, Nevada                         Company-owned
--------------------------------------------------------------------------------------------------------------------
October 2002              Chapel Hills Mall - Colorado Springs, Colorado                       Marketing partner
--------------------------------------------------------------------------------------------------------------------
October 2002              South Center - Seattle, Washington                                   Marketing partner
--------------------------------------------------------------------------------------------------------------------
October 2002              Northgate Mall - Seattle, Washington                                 Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Arizona Mills Mall - Tempe, Arizona                                  Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             West Field Shopping Town Valley Fair - Santa Clara, California       Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Fisherman's Wharf - Monterey, California                             Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             1145 Prospect Street - La Jolla, California                          Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             3rd Street Promenade - Santa Monica, California                      Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Westfield Valley Fair - San Jose, California                         Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Eaton Center, Edmonton Mall - Edmonton, Alberta, Canada              Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             220 Yonge Street - Toronto, Ontario, Canada                          Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Disney World - Orlando, Florida                                      Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Brown Thomas Mall - Ranelagh, Dublin, Ireland                        Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             622 Royal Street - New Orleans, Louisiana                            Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Harbor Place - Baltimore, Maryland                                   Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Eden Prairie Mall - Eden Prairie, Minnesota                          Marketing partner
--------------------------------------------------------------------------------------------------------------------
November 2002             Garden State Plaza - Paramus, New Jersey                             Marketing partner
--------------------------------------------------------------------------------------------------------------------
December 2002             Tropicana Resort and Casino - Las Vegas, Nevada                      Marketing partner
--------------------------------------------------------------------------------------------------------------------
December 2002             Stratosphere Shops - Las Vegas, Nevada                               Marketing partner
--------------------------------------------------------------------------------------------------------------------
December 2002             Beach Towers - Atlantis Paradise Island Resort, Nassau, Bahamas      Marketing partner
--------------------------------------------------------------------------------------------------------------------
February 2003             Chandler Fashion  Mall - Chandler, Arizona                           Marketing partner
--------------------------------------------------------------------------------------------------------------------
February 2003             Circus, Circus - Las Vegas, Nevada                                   Marketing partner
--------------------------------------------------------------------------------------------------------------------
February 2003             Harrah's Carnival Court - Las Vegas, Nevada                          Marketing partner
--------------------------------------------------------------------------------------------------------------------
February 2003             Prudential Center Marketplace - Boston, Massachusetts                Marketing partner
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         MARKETING PARTNERS. As shown in the table above, our marketing partners
operate 37 of the total 42 retail  kiosks.  Each  marketing  partner has entered
into a master  equipment  lease and software  license with us, the term of which
ranges from three to five years.  The  marketing  partner can extend the term if
the marketing  partner is in good  standing  under the lease and license and has
sold at least 200 units of  crystal  per month  during the last two years of the
lease. The cost of the lease is generally between $200,000 and $250,000, payable
in two  installments,  a  deposit  of 50% on the  signing  of the  lease and the
balance  upon  opening of the  location.  After the first 12 months of the lease
term, the marketing partner must pay us a maintenance fee of $1,000 per month to
maintain the laser engraving system.

                                       4

<PAGE>


         The software license grants the marketing partner a non-exclusive right
to operate our laser engraving system during the term of the equipment lease and
any  extensions  thereof in an  identified  exclusive  territory.  The marketing
partner must pay a per-use fee on each use of the software and engraving system.

         Our  marketing  partners are also  required to purchase  glass  blanks,
light bases, collection images, and related products from us exclusively.

         We have  recently  initiated a second  phase of our  marketing  partner
program.  For a reduced fee of  $69,500,  a  satellite  partner  can  purchase a
satellite   laser   system   from   us,   consisting   of  a   three-dimensional
scanner/camera,  computer workstation, sales booth, and display counter. Instead
of producing  the crystals at the  location,  a satellite  partner  would scan a
customer's  facial image,  e-mail the image and order  information to us, and we
would produce the actual crystal product.  The satellite  partner would pay us a
software  licensing fee of 10% of gross sales and a facial image  production fee
of 30% of the retail cost of the  finished  product.  In  addition,  a satellite
partner would purchase corporate awards and logos,  wedding,  and giftware items
from Lazer-Tek at wholesale prices for resale to the public.

         COLLEGE  CATALOGS  AND  BOOKSTORES.   Lazer-Tek   manufactures  certain
licensed  articles such as collegiate  logos and mascots placed in  high-quality
crystal cubes and keychains pursuant to orders from Jardine Associates.

         PHOTO SHOPS.  The  technologies  of  Crystalix  USA with 2-D photo is a
natural-born  product for the existing photo industry.  Once a photographer  has
accomplished  his normal  business with a client,  a photographer  can offer the
image to be engraved  inside a glass  piece.  The  photographer  can send us the
order and image by e-mail or regular mail and earn a sales commission.

         CRUISE SHIPS.  We have entered into an oral  agreement  with  Starboard
Cruise Services, Inc. ("Starboard") for the operation of our retail locations on
Starboard's  ships.  Starboard  provides  onboard  duty-free  and travel  retail
shopping operations for Carnival Cruise Lines, Celebrity Cruises, Costa Cruises,
Cunard Line, Festival Cruises, Holland America Line, Discovery, Norwegian Cruise
Line, Radisson/Seven Seas, Royal Caribbean International, Renaissance, Seabourn,
Silver Seas,  and Wind Star. We have agreed to provide a laser etching  machine,
three-dimensional  camera, and computer work station for each ship, as well as a
necessary  staffing.  Starboard has agreed to provide an acceptable  location to
set up our  operations.  We have agreed pay  Starboard  30% of the retail  sales
revenues for the first $800,000 of gross revenues per ship. Thereafter,  we will
pay Starboard 40% of retail sales revenues.  Our first operation was launched in
December  2002.  We plan to  install a second  location  on March  31,  2003 and
another location two weeks thereafter. We and Starboard have agreed that we will
enter into a definitive agreement once we have operations on 15 to 20 ships.

         INTERNATIONAL   OPERATIONS.   Crystalix   USA  formed  a  wholly  owned
subsidiary on October 24, 2002,  Crystalix  Imaging  Limited,  doing business as
Crystalix  Europe, to explore the marketability for corporate owned locations in
the  western  European  countries  of Ireland,  England and France.  Through the
holiday time of December 2002, Crystalix Europe opened one location in the Brown
Thomas  Mall,  Dublin,  Ireland,  with a marketing  partner.  This  location was
well-received  and we plan to open  other  locations  in  Europe.  Assuming  the
completion of the acquisition of Vitro, we propose to combine  Crystalix  Europe
and Vitro, and use the marketing arm of the Vitro operation in Minden,  Germany,
to oversee the entire  European  market place and do all of the  follow-up  with
interested parties.

SUPPLIERS

         The equipment  components for our laser engraving  system are available
from several  suppliers.  Currently,  we use a Minolta  high-resolution  digital
camera and laser image scanner,  a laser that uses neodymium:  yttrium  aluminum
garnet (Nd:YAG) as the material used for light emission,  and an "off the shelf"
desktop  personal  computer.  We do not have any  long-term  contracts  with our
equipment suppliers.

         We currently  rely on one supplier in China for our optic glass,  which
is lead-free and  arsenic-free.  We believe that there are only a limited number
of  suppliers  of optic glass that can meet our needs.  We have  identified  two
potential suppliers in the United States,  several potential European suppliers,
and one other  Chinese  supplier.  The optic glass that we use has the following
characteristics:

                                       5

<PAGE>


   o    High  transmittance  and  refraction of light throughout the visible and
        near infrared spectra;
   o    Extremely low bubble and inclusion content;
   o    Good scratch resistance;
   o    Requires no special handling and has stable chemical properties;
   o    Capable of being  precision-engraved  using  available laser  technology
        with minimal rates of breakage or cracking; and
   o    Environmentally acceptable due to absence of lead and arsenic.

INTELLECTUAL PROPERTY

         PATENTS;  LICENSES;  ROYALTY AGREEMENTS.  Our laser engraving system is
derived in large part from patents held by others.  Laser Design  International,
LLC ("LDI") had  exclusive  license  rights to a family of patents  which govern
subsurface  decorative  laser  marking  in  crystal,   glass,  and  other  clear
materials. These patents were first filed in 1991 and have been issued in the US
and almost  every part of the  world.  LDI  recently  purchased  the  patents in
February  2003. In addition,  LDI has another US patent,  which  improves on the
original claims and more specifically applies them to the use of the process for
manufacture of decorative  crystal and glass giftware.  These patents cover both
the  process of  manufacturing  laser-etched  crystal  giftware,  as well as the
manufacturing machine and finished giftware products themselves.

         In  1995,  LDI  issued  a  license  for  these  patent  rights  and the
underlying technology to Janesville Group, Ltd. of Janesville,  Wisconsin, which
is now a part of Norwood  Promotional  Products,  Inc., based in Austin,  Texas.
That license  granted  certain  exclusive  rights for  manufacture  of corporate
giftware in North and South America.  Norwood Promotional Products, Inc. markets
20  product  lines  with  over  6,000  products  through   promotional   product
distributors,  and is believed to be the world's largest supplier of promotional
products.

         In February 1999, LDI and the Janesville  Group, Ltd. granted Lazer-Tek
a non-exclusive  license for the manufacture and sale of decorative products for
the  specialty  advertising,  premium,  and retail  markets  in the US,  Canada,
Mexico, the United Kingdom,  Central America,  South America, and the Caribbean.
Lazer-Tek  pays a royalty of 17% of net sales for annual sales of up to $500,000
and 20% of net sales for  annual  sales of  $500,000  or more.  This  obligation
continues until April 27, 2010.

         In  October   2001,   LDI  granted   Crystalix   USA  a   non-exclusive
non-transferable  license to use this technology for the manufacture and sale of
decorative  products in the giftware market  segments,  the wearable jewelry and
gemstone material market segments,  and the flat glass and  architectural  glass
market segments. LDI also granted us a non-exclusive non-transferable license to
manufacture,  use,  sell and lease laser  subsurface  engraving  machines to LDI
subsurface engraving licensees. These licenses granted by LDI are subject to the
limitation that our activities cannot conflict with the exclusive rights granted
to the Janesville  Group unless the Janesville Group expressly agrees in writing
to allow the activity.  We paid LDI $25,000 for the license and are obligated to
pay LDI a royalty of 10% of the net sales for  decorative  products  sold to all
market segments except the flat glass and  architectural  glass market segments.
For those sales,  the royalty  rate is 3% of net sales.  The  obligation  to pay
royalties  continues  until  April  27,  2010  or  termination  of  the  license
agreement.  By letter  dated  January  1,  2002,  LDI  agreed  that our  royalty
obligations  shall be no higher  than  $3.00  per  block,  recognizing  that our
business included facial marking and three-dimensional imaging improvements that
are outside of the patents licensed to us.

         In addition  to the  patents  described  above,  we have the  exclusive
worldwide  rights to other  proprietary  technology.  Rainer Eissing,  our chief
executive  officer,  has developed certain facial marking and  three-dimensional
imaging  improvements  that are outside of the engraving patents licensed by us.
We  obtained  the  rights  to Mr.  Eissing's  technology  by  issuing  Crystalix
Technology 7,000,000 shares of our Class A preferred stock.

         We are currently negotiating with LDI to purchase its patents.

         Lazer-Tek  has an  interest  in US  Patent  No.  6,087,617  -  computer
graphics  system  for  generating  an  image   reproducible   inside   optically
transparent material.


                                       6

<PAGE>

         TRADEMARK  AND TRADE NAME. On February 14, 2003, we applied for federal
trademark  registration  of  Crystalix  and  the  diamond  logo  (serial  number
76/489692).  As of the  date of this  report,  such  registration  has not  been
obtained. We hold Nevada trademarks on the Crystalix name.

         Lazer-Tek has the following federally registered trademarks:

            o    For "LTD" -  No. 2,021,941 registered December 10, 1996
            o    For "Collegiate Crystal" - No. 2,504,803 registered November
                 6, 2001

COMPETITION

         We compete generally with many other manufacturers and retailers in the
giftware  industry  and  specifically  with  those  who offer  personalized  and
engraved  products.  With regard to manufacturers  of laser subsurface  engraved
optic glass items, we are aware of other  competitors in the United States,  but
only a few that comply with the patents described above.

         There are numerous companies that offer laser subsurface engraved glass
products  for sale to the  public.  However,  many only offer  decorative  glass
pieces  that are  already  engraved,  as  opposed  to  offering  custom-engraved
products.

         We believe that we are the leading "branded"  manufacturer and retailer
of laser  subsurface  engraved optic glass in the US gift  industry,  due to the
breadth of our product lines and methods of distribution.

         We believe that we compete on the basis of

           o     Image quality, definition and accuracy;
           o     Crystal quality;
           o     Crystal selection;
           o     Production times;
           o     Retail location and accessibility;
           o     Creativity with respect to the art image and glass shape; and
           o     Price.

RESEARCH AND DEVELOPMENT

         During the fiscal  years ended  December  31,  2002 and 2001,  we spent
$416,684 and $71,324, respectively, on research and development activities.

GOVERNMENT REGULATION AND COMPLIANCE WITH ENVIRONMENTAL LAWS

         Our  marketing  partners  and we are subject to the type of  government
regulation  typically  associated with the operation of retail locations.  These
regulations pertain to the safe operation of the retail space, wages and working
conditions for employees,  and the proper collection of various taxes. We do not
believe that compliance with these regulations  presents any unusual hardship or
cost.

         Compliance  with  environmental  laws  generally  does not  affect  our
business.

EMPLOYEES

         As of February 28, 2003, we employed a total of 86 persons, of which 83
were  full-time.  None of our  employees is covered by a  collective  bargaining
agreement.


                                       7
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY.

         We lease space for our operations as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                            NUMBER OF                           LEASE EXPIRATION
        ADDRESS                       USAGE                SQUARE FEET       MONTHLY RENT             DATE
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>               <C>               <C>
5720 South Arville Street      principal executive            2,967             $5,339            January 31, 2006
Suite 114                      offices and warehouse
Las Vegas, Nevada
------------------------------------------------------------------------------------------------------------------

5275 South Arville Street      Lazer-Tek offices and          6,733             $10,638             May 31, 2004
Suite 116                      production
Las Vegas, Nevada
------------------------------------------------------------------------------------------------------------------
</TABLE>

         We also  lease  space  in the  five  hotels/casinos  in  which  we have
company-owned  retail kiosks. We pay rent ranging from 30% to 50% of monthly net
revenues at each location.  Either the  hotel/casino  or we can cancel the lease
commitment without any further obligations upon 30 days' notice.


ITEM 3.  LEGAL PROCEEDINGS.

         We are not a party to any pending legal proceedings, other than routine
litigation deemed incidental to our business, except for the following:

         On February 12, 2003,  Vitro Laser Group USA, Inc. and Kenneth Morrison
filed an original petition and application for injunctive relief in the District
Court of Dallas County,  Texas,  against Vitro Laser GmbH and us. The plaintiffs
allege that Vitro and we wrongfully took two laser systems.  The plaintiffs seek
a temporary and permanent  injunction  enjoining,  prohibiting,  and restraining
Vitro and us from interfering  with plaintiffs'  rights in the laser systems and
in their business  facilities and operations.  In addition,  the plaintiffs seek
from us exemplary damages for conversion of the equipment,  statutory damages of
$2,000 and attorneys'  fees for theft of the laser  systems,  actual damages for
unjust  enrichment,  and actual and exemplary damages for tortious  interference
with plaintiffs' contract with Vitro. With respect to Vitro, the plaintiffs seek
exemplary  damages for fraud,  actual  damages for negligent  misrepresentation,
actual  damages and attorneys'  fees for breach of contract,  and actual damages
for breach of fiduciary duty.  Vitro asserts that it was not properly served and
that it is not  amenable to suit or service in the United  States  since it is a
German company. We have filed a special appearance in the lawsuit to contest the
court's jurisdiction over us. A hearing on our jurisdictional  challenge has not
yet been scheduled.  If we are unsuccessful in our jurisdictional  challenge, we
intend to assert  that we took  possession  of the  equipment  at the request of
Vitro,  with Vitro  asserting  ownership  over the equipment due to  plaintiffs'
failure to pay for the equipment.

         On March 4, 2003,  Berliner  Zisser  Walter & McDonald,  P.C.,  filed a
complaint  against us in the  District  Court for the City and County of Denver,
Colorado. The complaint asserts that the plaintiff law firm is owed $141,701 for
legal services.  It is anticipated  that we will assert various  defenses to the
claim.



                                       8
<PAGE>


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

         During the fourth  quarter of the fiscal year ended  December 31, 2002,
we submitted the following  matters to a vote of our  shareholders by means of a
written consent to action.  These matters were approved by shareholders  holding
21,669,000, or a majority of the outstanding shares.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
    DATE OF CONSENT                             MATTER VOTED UPON
-----------------------------------------------------------------------------------------------
<S>                       <C>
    October 3, 2002       Election of directors
-----------------------------------------------------------------------------------------------
    October 4, 2002       Approval of Stock Purchase Agreement with Crystalix USA Group, Inc.
-----------------------------------------------------------------------------------------------
    October 4, 2002       Approval of License Agreement with Crystalix Technology, Inc.
-----------------------------------------------------------------------------------------------
   November 12, 2002      Approval of name change (amendment to the Articles of Incorporation)
-----------------------------------------------------------------------------------------------
   November 12, 2002      Approval of changing domicile to Nevada
-----------------------------------------------------------------------------------------------
</TABLE>











                                       9


<PAGE>


                                     PART II

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

MARKET INFORMATION

         Our  common  stock has been  trading on the  over-the-counter  bulletin
board  ("OTCBB")  since March 2000.  The common  stock  traded  under the symbol
"ABIL"  from March 2000 to  December 9, 2002.  Since  December  9, 2002,  it has
traded under the symbol "CYXG." The following table sets forth the range of high
and low bid  quotations  for each fiscal  quarter for the last two fiscal years.
These quotations reflect inter-dealer prices without retail mark-up,  mark-down,
or commissions and may not necessarily represent actual transactions.

         FISCAL QUARTER ENDING                        HIGH BID         LOW BID

         March 31, 2001........................       $   1.41         $    .28
         June 30, 2001.........................       $    .56         $    .16
         September 30, 2001....................       $    .21         $    .16
         December 31, 2001.....................       $    .27         $    .05

         March 31, 2002........................       $    .37         $    .17
         June 30, 2002.........................       $    .24         $    .004
         September 30, 2002....................       $    .06         $    .02
         December 31, 2002.....................       $   1.50         $    .02

         On March 24,  2003,  the closing bid price for the common  stock on the
OTC Bulletin Board was $.84.

HOLDERS

         As of  February  28,  2003 there were 512 record  holders of our common
stock.

DIVIDENDS

         Since our inception, no cash dividends have been declared on our common
stock.

EQUITY COMPENSATION PLANS

         As of December 31, 2002, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
        PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                            <C>                           <C>
Equity compensation plans                  None                          N/A                         None
approved by security holders
-------------------------------------------------------------------------------------------------------------------

Equity compensation plans not            3,000,000                      $0.25                        None
approved by security holders
-------------------------------------------------------------------------------------------------------------------

Total                                    3,000,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       10

<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

         During the fiscal year ended December 31, 2002,we sold  securities that
were not registered under the Securities Act of 1933 were as follows:

            o     In October  2002,  we issued  23,300,000  shares of our common
                  stock to acquire all of the issued and  outstanding  shares of
                  Crystalix   USA  Group,   Inc.  from  that   company's   three
                  stockholders in reliance upon the exemption from  registration
                  contained in Section 4(2) of the Securities Act.

            o     In October  2002, we issued  7,000,000  shares of our Class  A
                  preferred  stock to acquire an  exclusive  technology  license
                  from Crystalix Technology, Inc. in reliance upon the exemption
                  from registration  contained in Section 4(2) of the Securities
                  Act.

            o     In  December  2002, we issued  1,250,000  shares of our common
                  stock to acquire all of the issued and  outstanding  shares of
                  Lazer-Tek Designs,  Inc. and Lazer-Tek Designs,  Ltd. from the
                  sole  stockholder  of those  companies,  in reliance  upon the
                  exemption from  registration  contained in Section 4(2) of the
                  Securities Act.

            o     From October 2002 to December 2002, we sold  8,600,000  shares
                  of  common  stock  for  net  proceeds  of   $1,500,000   to  8
                  purchasers,  in reliance upon the exemption from  registration
                  contained in Rule 506 of Regulation D.

            o     From November 2002 to January  2002,  we sold  296,000  shares
                  of common stock for net proceeds of $148,000 to 6  purchasers,
                  in reliance upon the exemption from registration  contained in
                  Rule 506 of Regulation D.

            o     In December 2002, we borrowed $1,500,000 from John S. Woodward
                  in reliance upon the exemption from registration  contained in
                  Section 4(2) of the Securities Act.

         None of the  transactions  involved any  underwriters  or  underwriting
discounts or commissions.  All of the purchasers were deemed to be sophisticated
financially and with regard to an investment in our securities.


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

OVERVIEW

         Effective  October 4, 2002, an  arrangement  was completed  between the
company,  then known as Americabilia.com,  Inc. and Crystalix USA Group, Inc., a
Nevada  corporation,  whereby the shareholders of Crystalix USA exchanged all of
their common shares for 23,300,000  shares of Americabilia  common stock. At the
same time, we issued 7,000,000 shares of Americabilia Class A preferred stock to
acquire a technology license from Crystalix Technology, Inc.

         Immediately  following  the  acquisition,  the former  shareholders  of
Crystalix  USA held  approximately  77.6% of  Americabilia's  total  issued  and
outstanding  common shares.  Crystalix USA was thereby deemed to be the acquiror
and surviving company for accounting purposes.  Accordingly, the transaction has
been accounted for as a reverse  acquisition  using the purchase  method whereby
the assets and  liabilities  of  Americabilia  have been  recorded at their fair
market  values  and  operating  results  have  been  included  in the  company's
financial  statements  from the  effective  date of purchase.  The net assets of
Crystalix USA are included in the balance sheet at their  historical book values
and its results of  operations  have been  presented for the  comparative  prior
period.

         On December 23, 2002, we acquired Lazer-Tek for 1,250,000 shares of our
common stock valued at $1,125,000 and an  acquisition  consulting fee obligation
of $400,000.  This acquisition has been accounted for using the purchase method.
The purchase price was allocated to the assets purchased and liabilities assumed
based upon  their  estimated  fair  values as  determined  by  management,  upon
reliance on an independent  valuation report, on the date of acquisition,  which
approximated  $3.2 million.  The excess of fair value of the acquired net assets
over the cost has been  allocated  as a pro rata  reduction  of all the acquired
assets,  excluding financial assets,  assets to be disposed of by sale, deferred
tax  assets,  pension  or other  post-retirement  benefit  plans,  and any other
current assets.

                                       11

<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  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  disclosures  of
contingent  assets  and  liabilities.  On an  ongoing  basis,  we  evaluate  our
estimates,  including those related to impairment of long-lived  assets. We base
our estimates on historical  experience and on various other assumptions that we
believe to be reasonable under the circumstances,  the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different  assumptions or conditions;  however, we believe
that  our  estimates,   including  those  for  the  above-described  items,  are
reasonable.

         LEASE REVENUE.  Lease revenue is recognized over the contractual  lives
of the various leases. Our revenue  recognition  policies are in compliance with
all  applicable  accounting  regulations  issued by the  American  Institute  of
Certified Public  Accountants and including Staff Accounting  Bulletin No. 101 -
"Revenue  Recognition in Financial  Statements."  Any revenue from  arrangements
with multiple  elements are allocated to each element of the arrangement,  based
on the  relative  fair values  using  specific  objective  evidence.  If no such
objective evidence exists, revenue from the arrangements is not recognized until
the entire arrangement is completed and accepted by the customer (lessee).  Once
the amount of the revenue for each element is determined,  we recognize  revenue
as each element is completed,  delivered,  and accepted by the customer (lessee)
and only when no further  contingencies or material performance  obligations are
warranted.

         PRODUCT  SALES.  Revenue from the sale of laser  inscribed  products is
recognized  when title to the products is transferred to the customer,  which is
point of sale at retail  locations or customer  acceptance  for  custom-designed
crystals),  and only  when no  further  contingencies  or  material  performance
obligations  are  warranted.  Revenue  from the sale of glass cube  products  is
recognized  when title to the products is  transferred  to the  customer-lessee,
which is upon  shipment,  and only when no  further  contingencies  or  material
performance obligations are warranted.

         ROYALTY  REVENUE.  We  recognize  royalty  revenue from  licensing  our
technology only when earned with no further contingences or material performance
obligations are warranted.

         DEFERRED  REVENUE.  Deferred  revenue  represents  amounts  received as
non-refundable  payments  upon the signing of the  contract  and delivery of the
LaserMark II equipment,  for which  revenue will be recognized  over the term of
the license/lease  period.  Deposits received from potential  customers/lessees,
who  have  not yet  received  the  LaserMark  II  equipment,  are  accounted  as
refundable customer-lessee deposits on the balance sheet.

RESULTS OF OPERATIONS

         Crystalix  USA  was  formed  in  November  2001.   Accordingly,   while
comparative  information  is presented  for the period ended  December 31, 2001,
such  information  is not  necessarily  useful  in  evaluating  our  results  of
operations since it represents less than two months of operations.  Also, we had
only one location  operating  in 2001,  at the Mandalay Bay Resort and Casino in
Las Vegas, Nevada. During 2002, 38 locations were in operation.

         Our net revenues are derived from product  sales,  lease  revenue,  and
royalty  revenue.  We generate  product sales through the sale of engraved glass
products to customers in our retail kiosks, to corporate customers,  and through
the sale of glass blanks,  display bases,  and related products to our marketing
partners.  We receive  lease  revenues and royalty  revenues  from our marketing
partners under the terms of master equipment  leases and software  licenses they
have executed with us. Since we did not commence marketing partner  arrangements
until 2002, there were no lease revenues or royalty revenues in 2001.

         The cost of revenue with regard to product  consists of the cost of the
glass blanks,  bases,  and other items that we purchase from our suppliers.  The
lease cost of revenue consists  primarily of the amortization of property,  plan
and  equipment,  including the direct  personnel  costs and direct product costs
associated  with the assembly of our leased  equipment.  Royalty cost of revenue
consists of the royalty payments we make to Laser Design International.


                                       12

<PAGE>


         We realized a gross profit margin of 49% for 2002. If we are successful
in our acquisition of Laser Design International,  we should be able to increase
the gross profit margin for 2003 as our royalty obligations would decrease.

         In 2002 we  incurred  research  and  development  expenses  for product
development  integration activities for our laser engraving system. We expect to
incur  approximately  the same  amount in 2003 as we  continue  to  enhance  the
functionality and capabilities of our engraving system.

         Payroll  and  related  benefits  comprised  approximately  45%  of  our
operating expenses for fiscal 2002. As we continue to expand our operations,  we
expect this expense to increase as our revenues increase.

         General and  administrative  expenses  consisted  primarily of rent for
office space,  legal and accounting  fees,  professional  services,  and support
employees. We expect general and administrative expenses to increase for 2003 if
we  continue  to  increase  both  corporate  sales and the  expansion  of retail
locations, and proceed with our plans for a public offering of our stock and the
listing of our common stock on Nasdaq or a stock exchange.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2002, we had a working capital surplus of $511,575. Our
cash and cash  equivalents  at December 31, 2002 were  $641,325,  as compared to
$28,094 at  December  31,  2001.  During the 2002  fiscal  year,  our  operating
activities and financing  activities provided cash of $1,111,641 and $2,439,121,
respectively, while investing activities used cash of $2,937,531.

         We used  $2,416,104 for the purchase of property and  equipment,  which
consisted  principally of equipment for laser engraving systems and expansion of
our network of kiosk  locations.  We also used  $339,845  to acquire  intangible
assets and $200,000 for an advance to Vitro Laser.

         We  obtained  $1,105,100  from the sale of common  stock  and  borrowed
$1,500,000.  Interest on the loan is charged at 13.5% per annum, and the loan is
secured by all of the capital stock of Lazer-Tek,  is due January 20, 2004,  and
requires  monthly interest  payments of $16,875.  Proceeds of the loan were used
primarily  for the  Lazer-Tek  acquisition.  Through  December 31, 2002,  we had
incurred  $76,000 for  deferred  offering  costs in  connection  with a proposed
secondary public offering described below.

         We  have  current  debt  incurred  in  connection  with  the  Lazer-Tek
acquisition in the principal  amount of $1,252,680,  consisting of $852,680 owed
to a former  creditor of Lazer-Tek  due April 30, 2003,  and $400,000  owed to a
shareholder in quarterly  payments  beginning April 1, 2003 for consulting fees.
Due to certain inaccuracies in Lazer-Tek's  accounting discovered while auditing
our  financial  statements,  we are  renegotiating  the purchase  price paid for
Lazer-Tek and renegotiating with the creditor and shareholder.

PLAN OF OPERATION

         We believe  that we have  positioned  the company to become a leader in
the  sub-surfaced  glass etching  industry.  Our management has developed a 2003
roll-out plan of the following:

             o    24 new corporate owned and operated locations in the United
                  States and Europe
             o    48 new marketing partners in the United States and Europe
             o    Agreements with strong infinity groups (i.e. NASCAR, NBA, MLB)
             o    Possible addition and/or consolidation of an office and
                  production facility
             o    Further development and enhancement of our equipment and
                  software

         With our current cash flow and proposed growth pattern, we will require
additional  capital.  On December 12, 2002, we signed a letter of intent with an
underwriter  for a secondary  public  offering of our common stock. We intend to
file a  registration  statement as soon as possible,  but do not  anticipate the
receipt of offering  proceeds for several months.  To address cash needs not met
by  internal  cash  flow  prior to  receipt  of  offering  proceeds,  we plan to
privately place shares of our common stock and/or borrow funds.

                                       13

<PAGE>

FORWARD-LOOKING STATEMENTS

         Certain  statements  in this Annual  Report on Form 10-KSB,  as well as
statements made by the company in periodic press releases,  oral statements made
by the  company's  officials  to  analysts  and  shareholders  in the  course of
presentations about the company, constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
the company to be materially  different from any future results,  performance or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors include,  among other things,  (1) risks pertaining to implementation of
our proposed expansion of our distribution network; (2) competitive pressures in
the  giftware   industry;   (3)  disputes  or  claims  regarding  the  company's
proprietary rights to its software and intellectual  property; (4) acceptance of
our products by corporate  customers;  (5) costs of desirable retail  locations;
(6)  availability  of suitable  optic glass;  (7) general  economic and business
conditions;  (8) ability to successfully integrate acquired operations;  and (9)
other factors over which we have little or no control.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


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

         On September 9, 2002, we dismissed  Deloitte & Touche LLP  ("Deloitte")
as our independent public  accountants.  Our board of directors  participated in
and approved the decision to dismiss Deloitte.

         The reports of Deloitte on our financial  statements for the two fiscal
years ended  December 31, 2001 and 2000 did not contain an adverse  opinion or a
disclaimer  of  opinion,  nor were such  reports  qualified  or  modified  as to
uncertainty,  audit scope, or accounting principles,  except that the report for
the year ended December 31, 2001 included a paragraph on the  uncertainty of our
company to continue as a going concern as follows:

         "The accompanying 2001 consolidated financial statements have
         been prepared assuming that the Registrant will continue as a
         going  concern.  As described  in Note 1 to the  consolidated
         financial statements,  the Registrant's recurring losses from
         operations,   negative  working  capital,  and  stockholders'
         deficit raise substantial doubt about its ability to continue
         as a  going  concern.  Management's  plans  concerning  these
         matters  are  also   described  in  Note  1.  The   financial
         statements do not include any  adjustments  that might result
         from the outcome of this uncertainty."

         During the  preceding  two fiscal years and through  September 9, 2002,
there were no disagreements  between us and Deloitte on any matter of accounting
principles  or  practices,  financial  statement  disclosure,  or audit scope or
procedure,  which, if not resolved to Deloitte's  satisfaction would have caused
Deloitte  to make  reference  to the  subject  matter  of the  disagreements  in
connection with Deloitte's report on our financial statements.

         During the  preceding  two fiscal years and through  September 9, 2002,
there were no  reportable  events  required  to be  disclosed  pursuant  to Item
304(a)(1)(v).

         Pursuant to Item 304(a)(3),  on September 12, 2002,  Deloitte furnished
us with a letter addressed to the Securities and Exchange  Commission stating it
agreed with the statements made by us in response to Item 304(a). A copy of that
letter was filed as an exhibit to our report on Form 8-K,  filed  September  13,
2002.

         On  September 9, 2002,  we engaged  Stonefield  Josephson,  Inc. as our
independent  accountants  for the fiscal year ending  December  31,  2002.  This
change in accountants was  recommended by our executive  management and approved
by our board of directors.

                                       14

<PAGE>

                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

         Our executive officers and directors are:

<TABLE>
<CAPTION>
        NAME                               AGE     POSITION
<S>                                         <C>    <C>
        Rainer Eissing                      45     Chairman of the Board of Directors and Chief
                                                   Technology Officer

        Henry E. "Hank" Cartwright          64     Chief Executive Officer (starting in April 2003)

        Marc Janssens                       47     Director and President

        Oswaldus Van Dam                    45     Director, Director of Technical Operations,
                                                   Corporate Secretary, and Interim Chief Financial
                                                   Officer

        Kevin F. Pickard                    39     Chief Financial Officer (starting in April 2003)

        Patty Hill                          44     Controller

        John S. Woodward                    50     Director
</TABLE>

         Our  shareholders  elect  our  directors  annually  and  our  board  of
directors appoints our officers  annually.  Vacancies in our board are filled by
the  board  itself.  Set  forth  below  are  brief  descriptions  of the  recent
employment and business experience of our executive officers and directors.

RAINER EISSING, CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF TECHNOLOGY OFFICER

         Mr.  Eissing has been our chairman of the board of directors  and chief
executive  officer  since  October 2002. He is the developer of the 3-D software
and the laser unit used by Crystalix.  Mr. Eissing founded Crystalix USA in 2001
and Crystalix GmbH Berlin in 1997 and has served as the chief executive  officer
of both companies since their inception. Mr. Eissing was a founder of EWS Rainer
Eissing,  a  German  laser  development  company  that has  provided  consulting
services to electronic  manufacturers  since 1994.  Mr. Eissing is the holder of
four patents, including two German patents involving our technology. Mr. Eissing
received a doctorate  degree in electrical  engineering from the TU Institute of
Electro Technical Engineering in Berlin, Germany. Mr. Eissing has not served for
any directorships in any other reporting companies.

HENRY E. "HANK" CARTWRIGHT, CHIEF EXECUTIVE OFFICER (STARTING IN APRIL 2003)

         Mr.  Cartwright has agreed to become our chief executive  officer as of
April 2003.  From  September 1999 until our purchase of Crystalix USA in October
2002, he was the chairman of the board of americabilia.com,  Inc. Mr. Cartwright
served as chairman of the board of Major Video Corp.  from  December  1982 until
its merger  with  Blockbuster  Entertainment  Corporation  in January  1989.  In
September 1993, Mr.  Cartwright  founded Back to the 50's,  Inc., a company that
sold 50's and 60's memorabilia  through a mail order catalog and showroom.  Back
to the 50's,  Inc. was acquired by Crowne  Ventures,  Inc. in November 1995. Mr.
Cartwright  served as a director  of Crowne  Ventures,  Inc.  from 1995 until he
resigned  in  April  1998.  Mr.  Cartwright  is also  currently  engaged  in the
management of his investments in real estate and other ventures.

                                       15

<PAGE>


MARC JANSSENS, DIRECTOR AND PRESIDENT

         Mr.  Janssens  has been our  president  since March 2003 and a director
since October  2002. He also served as our secretary and treasurer  from October
2002 to March 2003.  Mr.  Janssens has served as the  secretary and treasurer of
Crystalix  USA since its  inception  in November  2001.  From 1995 to 2001,  Mr.
Janssens served as the director of marketing and sales for Spartacus  Management
Company, Inc., an advertising and promotional company in Chatsworth, California,
that manufactured  promotional logo recognition  products. In 1990, Mr. Janssens
founded  Benchmarc  Communications,  Chatsworth,  California,  and served as its
president to 1995. Benchmarc  Communications  provided organization services for
US  conventions  and  international  incentive  travel.  From 1986 to 1990,  Mr.
Janssens was a sales and marketing officer for United States Lines-International
Container  Transport.  From 1982 to 1986,  Mr.  Janssens  served  as an  account
executive  for  McCann-Erickson   Advertising  Group  in  Brussels,   Paris  and
Amsterdam,  where  he was  responsible  for  advertising  accounts  such as BMW,
Benelux,  Tupperware Europe, Van Heusen Fashions,  Opel Automotive,  and Proctor
and  Gamble.  Mr.  Janssens  received  a  bachelor's  degree  in  marketing  and
advertising  sciences  from the  Stedelijk  Instituut in  Brussels,  Belgium and
graduated from Antwerp Atheneum,  Belgium (a three-year course),  having studied
business English and business German.  Mr. Janssens has not served as a director
for any other reporting companies.

OSWALDUS ("EDGAR") VAN DAM, DIRECTOR, DIRECTOR OF TECHNICAL OPERATIONS,
CORPORATE SECRETARY AND INTERIM CHIEF FINANCIAL OFFICER

         Mr. Van Dam has been a director  since  February 2003. He served as the
director of technical  operations of Crystalix USA from July 2002 and now serves
in that  capacity  for us. In 1989,  Mr. Van Dam  founded Van Dam  European,  an
automobile  dealership  located in San Francisco,  California.  He served as its
general manager until joining  Crystalix USA in 2002. Mr. Van Dam has not served
as a director for any other reporting companies.


KEVIN F. PICKARD, CHIEF FINANCIAL OFFICER (STARTING IN APRIL 2003)

         Mr.  Pickard  has  agreed to become our chief  financial  officer as of
April 2003. He is a certified  public  accountant,  licensed in North  Carolina,
Arizona,  and  California.  Since July 1998,  he has been the owner of Pickard &
Company,  CPA's  P.C.  in  Valencia,  California.  He  has  provided  management
consulting  services to small to  medium-sized  companies.  Such  services  have
included due diligence on potential acquisitions, the preparation of projections
and business  plans,  assistance  with  restructuring  of  companies,  posturing
companies  for  initial  public  offerings,  and the review and  preparation  of
filings with the  Securities and Exchange  Commission.  From August 1996 to July
1998,  he was a partner  with Singer  Lewak  Greenbaum  &  Goldstein,  LLP,  Los
Angeles,  California,  where he  co-managed  the  accounting  firm's  securities
industry practice group, which performed audits and provided consulting services
to publicly-traded  companies.  Mr. Pickard was a business assurance manager for
Coopers & Lybrand,  L.L.P.,  in various offices from September 1987 to July 1993
and from April 1994 to August 1996. He received a master's degree and bachelor's
degree in accountancy from Brigham Young University.

PATTY HILL, CONTROLLER

         Ms. Hill has been the  controller  of Lazer-Tek  since October 2002 and
became our  controller in December  2002.  From November 2000 to April 2002, she
was the controller for 1st National  Processing,  Inc., a credit card processing
company  in Las  Vegas,  Nevada,  where  she was  responsible  for  development,
implementation, and management of internal accounting for that company. Ms. Hill
was a divisional  controller for  Smartcertify,  Inc., a multinational  software
corporation in Clearwater,  Florida,  from January 1997 to September  2000. From
July  1994 to  November  1996,  she  was  the  assistant  business  manager  for
Citicaster,  Inc./WTSP-TV in St. Petersburg, Florida. From May 1986 to May 1994,
she  worked  for   companies  in  St.   Paul,   Minnesota,   as  an   accounting
manager/supervisor.  Ms.  Hill  received  a  bachelor  of  science  degree as an
accounting major from the University of Minnesota School of Management.

JOHN S. WOODWARD, DIRECTOR

         Mr.  Woodward  became a director in February 2003. He served briefly as
our president,  from February 2003 to March 2003. Mr. Woodward is a semi-retired
estate  planning  attorney,  and has been licensed in California  since 1980. He
joined  Crystalix  USA  in  the  spring  of  2002  as a  partner  in  one of the
company-owned  locations

                                       16

<PAGE>


at the Forum Shops at Caesars Palace in Las Vegas, Nevada. Mr. Woodward received
a degree in psychology  from the  University of Southern  California and his law
degree  from  Southwestern  School  of Law.  He  participates  on boards of many
foundations  and  charitable  organizations  and consults to a limited number of
clients.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         From October 2002 to February  2003,  Armin Van Damme was our president
and a director and his brother, Othmar Van Dam, was our executive vice president
and a director.  Both men resigned,  believing that certain legal proceedings in
their backgrounds might impair our ability to proceed with a proposed listing of
our common stock on Nasdaq or a stock exchange.

         On January 27, 1995,  both men agreed to plead guilty to  conspiracy to
commit  offenses  against the United  States under 18 U.S.C.  ss.371.  They were
sentenced to 15 months imprisonment and three years of supervised release, which
was served and the probation completed in September 1999. They were also ordered
to make restitution of $468,931, which is still being paid.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  our
officers,  directors,  and  persons  who  beneficially  own more than 10% of our
common  stock to file  reports  of  securities  ownership  and  changes  in such
ownership  with  the  Securities  and  Exchange  Commission  ("SEC").  Officers,
directors  and greater  than 10%  beneficial  owners are also  required by rules
promulgated by the SEC to furnish us with copies of all Section 16(a) forms they
file.

         Based solely upon a review of the copies of such forms furnished to us,
or written representations that no Form 5 filings were required, we believe that
during the fiscal year ended December 31, 2002,  there was  compliance  with all
Section 16(a) filing  requirements  applicable  to our  officers,  directors and
greater than 10% beneficial owners except for the following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
REPORTING PERSON                                    DATE REPORT DUE                       DATE REPORT FILED
--------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                         <C>
Rainer Eissing                                    Form 3 due 10/14/02                         10/23/02
--------------------------------------------------------------------------------------------------------------------
Oswaldus Van Dam                                  Form 3 due 10/14/02                         10/23/02
--------------------------------------------------------------------------------------------------------------------
Marc Janssens                                     Form 3 due 10/14/02                         10/23/02
--------------------------------------------------------------------------------------------------------------------
Armin Van Damme                                   Form 3 due 10/14/02                         10/23/02
--------------------------------------------------------------------------------------------------------------------
Othmar Van Dam                                    Form 3 due 10/14/02                         10/23/02
--------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 10. EXECUTIVE COMPENSATION.

         The following  table sets forth  information  the  remuneration  of our
chief executive officers and our four most highly compensated executive officers
who  earned in excess of  $100,000  per annum  during any part of our last three
fiscal years:

<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------

                                                                          LONG TERM COMPENSATION
                                                                  ---------------------------------------
                                ANNUAL COMPENSATION                        AWARDS              PAYOUTS
                  ---------------------------------------------------------------------------------------
                                                       OTHER       RESTRICTED    SECURITIES
  NAME AND                                             ANNUAL        STOCK       UNDERLYING      LTIP      ALL OTHER
  PRINCIPAL        FISCAL                             COMPENSA-     AWARD(S)      OPTIONS/      PAYOUTS    COMPENSA-
  POSITION          YEAR    SALARY ($)    BONUS ($)    TION ($)       ($)         SARS (#)        ($)      TION($)(1)

----------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>            <C>          <C>          <C>        <C>            <C>          <C>
 Rainer Eissing,    2002      226,000        -0-          -0-          -0-        800,000        -0-          -0-
 Chief Executive
 Officer (2)(3)
----------------------------------------------------------------------------------------------------------------------
Armin Van Damme,    2002      218,584        -0-          -0-          -0-        800,000        -0-          -0-
President (2)(4)
----------------------------------------------------------------------------------------------------------------------

                                       17

<PAGE>

<CAPTION>
                                                SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------

                                                                          LONG TERM COMPENSATION
                                                                  ---------------------------------------
                                ANNUAL COMPENSATION                        AWARDS              PAYOUTS
                  ---------------------------------------------------------------------------------------
                                                       OTHER       RESTRICTED    SECURITIES
  NAME AND                                             ANNUAL        STOCK       UNDERLYING      LTIP      ALL OTHER
  PRINCIPAL        FISCAL                             COMPENSA-     AWARD(S)      OPTIONS/      PAYOUTS    COMPENSA-
  POSITION          YEAR    SALARY ($)    BONUS ($)    TION ($)       ($)         SARS (#)        ($)      TION($)(1)

----------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>            <C>          <C>          <C>        <C>            <C>          <C>


 Othmar Van Dam,    2002      199,885        -0-          -0-          -0-        800,000        -0-          -0-
 Executive Vice
President (2) (4)
----------------------------------------------------------------------------------------------------------------------
 Gary R. Moore,     2002        -0-          -0-          -0-          -0-          -0-          -0-          -0-
  President (5)     2001        -0-          -0-          -0-          -0-          -0-          -0-          -0-
                    1999        -0-          -0-          -0-          -0-          -0-          -0-          -0-
----------------------------------------------------------------------------------------------------------------------
</TABLE>
----------------
(1)      Does not include the value of a car furnished by us for use by Rainer
         Eissing, Armin Van Damme, and Othmar Van Dam.
(2)      Such officers commenced their employment with us on October 4, 2002.
         The compensation shown includes that paid by Crystalix USA Group in
         2002.
(3)      Includes amounts paid to Mr. Eissing through his company.  See Item 12.
         Certain Relationships and Related Transactions.
(4)      Such officers resigned in February 2003.
(5)      Mr. Moore was the President from September 1999 to October 2002.


<TABLE>
<CAPTION>
                                           OPTION/SAR GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------------

                                                  INDIVIDUAL GRANTS

------------------------------------------------------------------------------------------------------------------
                             NUMBER OF SECURITIES      PERCENT OF TOTAL
                                  UNDERLYING         OPTIONS/SARS GRANTED      EXERCISE OR BASE
           NAME              OPTIONS/SARS GRANTED      TO EMPLOYEES IN           PRICE ($/SH)        EXPIRATION DATE
                                     (#)                 FISCAL YEAR
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                     <C>                  <C>
      Rainer Eissing               800,000                  26.7%                   $0.25                11/7/06
------------------------------------------------------------------------------------------------------------------
     Armin Van Damme               800,000                  26.7%                   $0.25                11/7/06
------------------------------------------------------------------------------------------------------------------
      Othmar Van Dam               800,000                  26.7%                   $0.25                11/7/06
------------------------------------------------------------------------------------------------------------------
        Gary Moore                   -0-                      --                      --                   --
------------------------------------------------------------------------------------------------------------------
</TABLE>

         The options shown above are not exercisable until November 7, 2004.

<TABLE>
                     AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                        NUMBER OF SECURITIES
                                                                             UNDERLYING         VALUE OF UNEXERCISED
                                                                            UNEXERCISED             IN-THE-MONEY
                                                                          OPTIONS/SARS AT         OPTIONS/SARS AT
                          SHARES ACQUIRED ON                            FISCAL YEAR END (#)     FISCAL YEAR END ($)
         NAME                EXERCISE (#)        VALUE REALIZED ($)
---------------------------------------------------------------------------------------------------------------------
                                                                            EXERCISABLE/            EXERCISABLE/
                                                                           UNEXERCISABLE           UNEXERCISABLE
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                <C>                     <C>
    Rainer Eissing                -0-                    -0-                -0-/800,000             -0-/600,000
---------------------------------------------------------------------------------------------------------------------
    Armin Van Damme               -0-                    -0-                -0-/800,000             -0-/600,000
---------------------------------------------------------------------------------------------------------------------
    Othmar Van Dam                -0-                    -0-                -0-/800,000             -0-/600,000
---------------------------------------------------------------------------------------------------------------------
      Gary Moore                  -0-                    -0-                  -0-/-0-                 -0-/-0-
---------------------------------------------------------------------------------------------------------------------
</TABLE>

COMPENSATION OF DIRECTORS

         Directors  do not receive  compensation  but are  reimbursed  for their
expenses for each meeting of the board that they attend.

EMPLOYMENT CONTRACTS

         On October 7, 2002, we entered into  employment  agreements with Rainer
Eissing,  Armin Van Damme, Othmar Van Dam, Marc Janssens,  and Oswaldus Van Dam.
In January 2003, all of these agreements were rescinded for no consideration. We
are currently negotiating new agreements with these persons.

STOCK OPTION PLANS

         We do not have any stock option plans at this time, but plan to adopt a
plan for our employees in the near future.

                                       18

<PAGE>

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

         The following table provides certain information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
common stock of the Company, as of December 31, 2002:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
        NAME AND ADDRESS OF BENEFICIAL OWNER (1)          AMOUNT AND NATURE OF BENEFICIAL    PERCENT OF CLASS (2)
                                                                     OWNERSHIP
------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                               <C>
Rainer Eissing                                                     8,621,000 (3)                     20.5%
------------------------------------------------------------------------------------------------------------------

Armin Van Damme                                                    5,126,000 (4)                     12.2%
------------------------------------------------------------------------------------------------------------------

Othmar Van Dam                                                     5,126,000 (4)                     12.2%
------------------------------------------------------------------------------------------------------------------

Marc Janssens                                                      2,796,000 (5)                     6.7%
------------------------------------------------------------------------------------------------------------------

Oswaldus Van Dam                                                   1,631,000 (6)                     3.9%
------------------------------------------------------------------------------------------------------------------

John S. Woodward                                                     1,000,000                       2.4%
------------------------------------------------------------------------------------------------------------------

Patty Hill                                                              -0-                           --
------------------------------------------------------------------------------------------------------------------

All officers and directors as a group  (5 persons)                   14,048,000                      33.4%
------------------------------------------------------------------------------------------------------------------
</TABLE>
-------------------
(1)  To  our  knowledge,  except as set forth in the footnotes to this table and
     subject to applicable  community  property  laws,  each person named in the
     table has sole voting and  investment  power with respect to the shares set
     forth  opposite  such person's  name.  Except as otherwise  indicated,  the
     address of each person beneficially owning more than 5% of our common stock
     is c/o Crystalix  Group  International,  Inc.,  5720 South Arville  Street,
     Suite 114, Las Vegas, Nevada 89118.

(2)  This table is based on 42,032,972 shares of Common Stock  outstanding as of
     March 27,  2002.  If a person  listed on this table has the right to obtain
     additional  shares of Common Stock within sixty (60) days from December 31,
     2002, the additional shares are deemed to be outstanding for the purpose of
     computing the percentage of class owned by such person,  but are not deemed
     to be outstanding  for the purpose of computing the percentage of any other
     person.

(3)  Does not include 2,590,000 shares of Class A preferred stock.

(4)  Does not include 1,540,000 shares of Class A preferred stock.

(5)  Does not include 840,000 shares of Class A preferred stock.

(6)  Does not include 490,000 shares of Class A preferred stock.

         Rainer Eissing, Armin Van Damme, and Othmar Van Dam may be deemed to be
the "parents" of our company within the meaning of the rules and  regulations of
the Securities and Exchange Commission.

CHANGES IN CONTROL

         To enable us to proceed with a proposed  listing of our common stock on
Nasdaq or a stock exchange, it is likely that Armin Van Damme and Othmar Van Dam
will dispose of a significant  portion of their stock holdings so that they will
no longer own more than 5% of our outstanding common stock.



                                       19
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as disclosed below, none of our present directors,  officers
or principal shareholders,  nor any family member of the foregoing,  nor, to the
best of our information and belief, any of our former directors, senior officers
or  principal  shareholders,  nor any family  member of such  former  directors,
officers or principal shareholders,  has or had any material interest, direct or
indirect,  in  any  transaction,  or  in  any  proposed  transaction  which  has
materially affected or will materially affect us.

         We  owed  Hank  Cartwright,  our  former  chairman  of  the  board  and
president,  approximately $308,000 at September 30, 2002. Mr. Cartwright forgave
this debt as part of the acquisition of Crystalix USA.

         During the year ended December 31, 2002 and the period since  inception
on  November  9,  2001  to  December  31,  2001,  purchases  of  equipment  from
Entwicklungen  Werbetechnik  Software, a company wholly-owned by Rainer Eissing,
amounted to  approximately  $2,160,000 and $140,000,  respectively.  Included in
accounts  payable and accrued  expenses  at December  31, 2002 is  approximately
$115,000  due to EWS.  This  related  party  vendor  does not  have  any  formal
agreement.  Management  believes that these transactions are negotiated at arm's
length.  During  the year  ended  December  31,  2002 and for the  period  since
inception  on November 9, 2001 to December 31,  2001,  purchases  of  technology
consulting  services  from EWS amounted to  approximately  $191,000 and $70,000,
respectively.  We have included these amounts in the Summary  Compensation Table
in Item 10.

         On December 20, 2002, we borrowed $1,500,000 from John S. Woodward.  At
the time of the  loan,  Mr.  Woodward  was not an  officer  or  director  of our
company. He became a director in February 2003. The note accrues interest at the
annual rate of 7-1/8% but may  increase  in order to maintain a 4% margin  above
Mr.  Woodward's  borrowing rate. We are currently paying interest at the rate of
13.5% per annum.  Interest is payable on the first day of each month,  beginning
January 1, 2003. The note was originally due June 30, 2003 and is secured by all
of the assets and our ownership interest in Lazer-Tek Designs, Ltd. Mr. Woodward
has agreed to extend his note to January  20, 2004 in  exchange  for  guaranteed
interest.


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

(a)      Exhibits to this Form 10-KSB:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
    REGULATION                                                   EXHIBIT
    S-B NUMBER
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>
       2.1          Stock Purchase Agreement, dated October 4, 2002, between Americabilia.com, Inc. and Crystalix
                    USA Group, Inc. (1)
---------------------------------------------------------------------------------------------------------------------
       2.2          Plan and Agreement of Merger dated November 12, 2002 between Crystalix Group International,
                    Inc., a Florida corporation, and Crystalix Group International, Inc., a Nevada corporation (2)
---------------------------------------------------------------------------------------------------------------------
       2.3          Common Stock Purchase Agreement, dated December 23, 2002, among Crystalix Group International,
                    Inc., Lazer-Tek Designs, Inc., Lazer-Tek Designs, Ltd. and Lena Walther (3)
---------------------------------------------------------------------------------------------------------------------
       3.1          Articles of Incorporation of Crystalix Group International, Inc.
---------------------------------------------------------------------------------------------------------------------
       3.2          Bylaws of Americabilia.com, Inc. (4)
---------------------------------------------------------------------------------------------------------------------
       10.1         Form of Master Equipment Lease and Software License Agreement
---------------------------------------------------------------------------------------------------------------------
       10.2         Patent Sub-License Agreement, dated January 1, 2002, between Laser Design International, LLC and
                    Crystalix USA Group
---------------------------------------------------------------------------------------------------------------------
       10.3         Patent Sub-License Agreement, dated February 17, 1999, between Janesville Group Limited and
                    Lazer-Tek Designs, Ltd.


                                       20

<PAGE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
    REGULATION                                                   EXHIBIT
    S-B NUMBER
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>
       10.4         Sub-Lease Agreement, dated December 13, 2001, among Arville & Russell, LLC, Western Window &
                    Door Company and Crystalix USA Group, and amendment thereto
---------------------------------------------------------------------------------------------------------------------
       10.5         Lease Agreement, dated April 5, 2001 between South Tech Hacienda, LLC and Lazer-Tek Designs, Ltd.
---------------------------------------------------------------------------------------------------------------------
       10.6         Promissory note to John S. Woodward dated December 20, 2002
---------------------------------------------------------------------------------------------------------------------
       10.7         Promissory note to Kevin Ryan dated December 23, 2002
---------------------------------------------------------------------------------------------------------------------
       21.1         Subsidiaries of Crystalix Group International, Inc.
---------------------------------------------------------------------------------------------------------------------
       99.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002 of Chief Executive Officer
---------------------------------------------------------------------------------------------------------------------
       99.2         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002 of Chief Financial Officer
---------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------
(1)  Incorporated by reference to the exhibits to the registrant's current
     report on Form 8-K, filed October 9, 2002.
(2)  Incorporated by reference to the exhibits to the registrant's current
     report on Form 8-K, filed December 4, 2002.
(3)  Incorporated by reference to the exhibits to the registrant's current
     report on Form 8-K, filed December 30, 2002.
(4)  Incorporated by reference to the exhibits to the  registrant's registration
     statement on Form 10-SB, filed March 3, 2000.

(b)      Reports on Form 8-K:  The  following  reports  on  Form  8-K were filed
         during the last quarter of the period covered by this report:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
   Date of
   Report      Date Filed                         Items Reported                               Financial Statements Filed
-------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>                                                                 <C>
09/12/02       09/13/02    Changes in registrant's certifying accountant                       no
-------------------------------------------------------------------------------------------------------------------------

10/04/02       10/09/02    Changes in control of registrant;  Acquisition or disposition       no
                           of assets; Other events; Change in fiscal year
-------------------------------------------------------------------------------------------------------------------------

10/04/02       11/06/02    Changes in control of registrant,  Acquisition or disposition       Financial statements of
                           of assets, Other events, Change in fiscal year                      Crystalix USA Group, Inc.
-------------------------------------------------------------------------------------------------------------------------

11/14/02       11/18/02    Other events                                                        no
-------------------------------------------------------------------------------------------------------------------------

11/14/02       11/18/02    Other events                                                        no
-------------------------------------------------------------------------------------------------------------------------

11/25/02       12/04/02    Other events                                                        no
-------------------------------------------------------------------------------------------------------------------------

12/10/02       12/13/02    Other events                                                        no
-------------------------------------------------------------------------------------------------------------------------

12/15/02       12/18/02    Other events                                                        no
-------------------------------------------------------------------------------------------------------------------------

12/23/02       12/27/02    Acquisition or disposition  of assets;  Financial  statements       no
                           and exhibits
-------------------------------------------------------------------------------------------------------------------------


                                       21
<PAGE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
   Date of
   Report      Date Filed                         Items Reported                               Financial Statements Filed
-------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>                                                                 <C>
12/23/02       12/30/02    Acquisition or disposition  of assets;  Financial  statements       no
                           and exhibits
-------------------------------------------------------------------------------------------------------------------------

10/04/02       01/16/03    Change in fiscal year                                               no
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

ITEM 14. CONTROLS AND PROCEDURES

         Under the  supervision  and with the  participation  of our management,
including our Chief Executive  Officer and Interim Chief Financial  Officer,  we
conducted an  evaluation of the  effectiveness  of our  disclosure  controls and
procedures  as  defined  in Rule  13a-14(c)  promulgated  under  the  Securities
Exchange Act of 1934 within 90 days of the filing date of this report.  Based on
their  evaluation,  our Chief  Executive  Officer  and Interim  Chief  Financial
Officer  concluded that the design and operation of our disclosure  controls and
procedures were effective as of the date of the evaluation.

         There have been no significant  changes  (including  corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced in the preceding paragraph.










                                       22

<PAGE>


                                   SIGNATURES

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

                                       CRYSTALIX GROUP INTERNATIONAL, INC.



Date:   APRIL 4, 2003                  By:  /s/ MARC JANSSENS
       -----------------------------      -----------------------------------
                                          Marc Janssens, Chief Executive Officer


         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.

<TABLE>
<CAPTION>
                   SIGNATURE                                      TITLE                              DATE

<S>                                               <C>                                            <C>

                                                  President and Director (Principal                APRIL 4, 2003
/s/ MARC JANSSENS                                 Executive Officer)                             -----------------
--------------------------------------------
Marc Janssens


/s/ RAINER EISSING                                Chairman  of the  Board of  Directors            APRIL 4, 2003
--------------------------------------------      and Chief Technology Officer                   -------------------
Rainer Eissing


/s/ OSWALDUS VAN DAM                              Secretary, Interim Chief Financial               APRIL 4, 2003
--------------------------------------------      Officer                                        -------------------
Oswaldus Van Dam                                  (Principal Financial and Accounting
                                                  Officer)


/s/ JOHN S. WOODWARD                                                                               APRIL 4, 2003
--------------------------------------------      Director                                       -------------------
John S. Woodward

</TABLE>

                                       23
<PAGE>



                                 CERTIFICATIONS


I, Marc Janssens, certify that:


1.      I have reviewed this annual report on Form  10-KSB  of  Crystalix  Group
        International, 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 there were  significant  changes in internal
        controls or in other factors that could  significantly  affect  internal
        controls subsequent to the date of our most recent evaluation, including
        any  corrective  actions  with regard to  significant  deficiencies  and
        material weaknesses.


Date: April 4, 2003
                                       /s/ MARC JANSSENS
                                     ---------------------------------------
                                     Chief Executive Officer





                                       24
<PAGE>



                                 CERTIFICATIONS


I, Oswaldus Van Dam, certify that:


1.      I  have  reviewed  this  annual report on Form 10-KSB of Crystalix Group
        International, 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 there were  significant  changes in internal
        controls or in other factors that could  significantly  affect  internal
        controls subsequent to the date of our most recent evaluation, including
        any  corrective  actions  with regard to  significant  deficiencies  and
        material weaknesses.


Date: April 4, 2003

                                       /s/ OSWALDUS VAN DAM
                                     -----------------------------------------
                                     Interim Chief Financial Officer




                                       25
<PAGE>











              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002







                                    CONTENTS

                                                                    PAGE


INDEPENDENT AUDITORS' REPORT                                         F-2

CONSOLIDATED FINANCIAL STATEMENTS:
  Consolidated Balance Sheet                                         F-3
  Consolidated Statements of Operations                              F-4
  Consolidated Statement of Stockholders' Equity                     F-5
  Consolidated Statements of Cash Flows                           F-6 - F-7
  Notes to Consolidated Financial Statements                      F-8 - F-30











                                      F-1

<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Crystalix Group International, Inc. and Subsidiaries
Las Vegas, Nevada


We have audited the accompanying  consolidated  balance sheet of Crystalix Group
International,  Inc. (a Nevada  Corporation) and Subsidiaries as of December 31,
2002,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the year ended  December  31,  2002 and for the period
since  inception on November 9, 2001 to December 31,  2001.  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  States of  America.  Those  standards  require  that we plan and
perform the audit 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  consolidated  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  consolidated  financial  position  of
Crystalix Group  International,  Inc. and  Subsidiaries as of December 31, 2002,
and the results of its operations and its cash flows for the year ended December
31, 2002 and for the period since  inception on November 9, 2001 to December 31,
2001, in conformity with accounting  principles generally accepted in the United
States of America.




/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
February 7, 2003

                                      F-2
<PAGE>


               CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARY

                 CONSOLIDATED BALANCE SHEET - DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                             <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                    $      641,325
   Accounts receivable, net of allowance for doubtful accounts of $103,181           2,517,814
   Inventory                                                                           878,540
   Stock subscriptions receivable, collected in January 2003                           488,000
   Other current assets                                                                190,736
                                                                                ---------------

          Total current assets                                                       4,716,415
                                                                                ---------------

PROPERTY AND EQUIPMENT, net including equipment acquired
  from a related party, at cost of approximately $2,300,000                          2,908,596
                                                                                ---------------

INTANGIBLE ASSETS:
   Licenses and related costs, net of accumulated amortization of $7,300             1,771,501
   Capitalized software costs                                                          326,490
   Website development costs                                                           150,333
   Customer lists and relationships                                                    306,525
   Artwork library                                                                     895,995
   Tradename and trademark                                                              15,719
                                                                                ---------------
                                                                                     3,466,563
                                                                                ---------------
DEFERRED TAX ASSET                                                                     550,000
                                                                                ---------------
OTHER ASSETS:
   Deferred offering costs                                                              76,000
   Advances to Vitro Laser, GmbH                                                       200,000
                                                                                ---------------
                                                                                       276,000
                                                                                ---------------
          Total assets                                                          $   11,917,574
                                                                                ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITITIES
   Accounts payable and accrued expenses                                        $    1,014,231
   Customer deposits                                                                   370,964
   Income taxes payable                                                                550,000
   Current portion of loans payable                                                  1,252,680
   Current portion of notes payable                                                     36,965
   Current portion of deferred revenue                                                 980,000
                                                                                ---------------
          Total current liabilities                                                  4,204,840
                                                                                ---------------
NOTES PAYABLE, less current portion                                                    170,663
                                                                                ---------------
LOANS PAYABLE, less current portion                                                  1,500,000
                                                                                ---------------
DEFERRED REVENUE, less current portion                                               3,634,509
                                                                                ---------------
          Total liabilities                                                          9,510,012
                                                                                ---------------

COMMITMENTS AND CONTINGENCIES (NOTE 14)                                                      -

STOCKHOLDERS' EQUITY:
   Preferred stock - Class A, $0.001 par value, 10 million shares authorized,
     7,000,000 Class A shares issued and outstanding                                     7,000
   Common stock, $0.001 par value, 300 million shares authorized
     39,995,192 shares issued and outstanding                                           39,995
   Additional paid-in capital                                                        2,671,105
   Other comprehensive loss - foreign currency translation                                (895)
   Accumulated deficit                                                                (309,643)
                                                                                ---------------
          Total stockholders' equity                                                 2,407,562
                                                                                ---------------

          Total liabilities and stockholders' equity                            $   11,917,574
                                                                                ===============
</TABLE>


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


                                      F-3


<PAGE>

               CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              For the period since
                                                                                  inception on
                                                           Year ended           November 9, 2001
                                                          December 31,           to December 31,
                                                              2002                     2001
                                                       ------------------     --------------------
<S>                                                    <C>                    <C>
NET REVENUE:
  Product sales                                        $      3,428,835       $          191,588
  Lease revenue                                                 714,492                      -
  Royalty revenue                                               521,528                      -
                                                       -----------------      -------------------
                                                              4,664,855                  191,588
                                                       -----------------      -------------------

COST OF REVENUE:
  Product                                                     1,837,598                  109,775
  Lease                                                         409,166                      -
  Royalty                                                       111,248                    3,657
                                                       -----------------      -------------------
                                                              2,358,012                  113,432
                                                       -----------------      -------------------

GROSS PROFIT                                                  2,306,843                   78,156
                                                       -----------------      -------------------

OPERATING EXPENSES:
  Research and development                                      416,684                   71,324
  Payroll and related benefits                                1,161,673                    7,560
  General and administrative expenses                         1,011,142                   14,594
                                                       -----------------      -------------------
                                                              2,589,499                   93,478
                                                       -----------------      -------------------

LOSS FROM OPERATIONS                                           (282,656)                 (15,322)
                                                       -----------------      -------------------

OTHER (EXPENSE) INCOME:
  Interest income                                                (2,790)                     -
  Interest expense                                               14,455                      -
                                                       -----------------      -------------------
                                                                 11,665                      -
                                                       -----------------      -------------------
LOSS FROM OPERATIONS BEFORE
  PROVISION FOR INCOME TAXES                                   (294,321)                 (15,322)
                                                       -----------------      -------------------

PROVISION FOR INCOME TAXES:
  Current                                                      (550,000)                  (5,200)
  Deferred                                                      550,000                    5,200
                                                       -----------------      -------------------
                                                                    -                        -
                                                       -----------------      -------------------

NET LOSS                                               $       (294,321)      $          (15,322)
                                                       =================      ===================

NET LOSS PER SHARE, basic and diluted                  $          (0.01)      $            (0.00)
                                                       =================      ===================
WEIGHTED AVERAGE COMMON EQUIVALENT
  SHARES OUTSTANDING, BASIC AND DILUTED                      26,255,422                23,300,000
                                                       =================      ====================
</TABLE>


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

                                      F-4
<PAGE>
               CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARY

   FOR THE PERIOD SINCE INCEPTION ON NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                Preferred stock - Class A         Common stock          Additional       Other
                                                -------------------------         ------------           paid-in     comprehensive
                                                  Shares         Amount        Shares      Amount        capital         loss
                                                  ------         ------        ------      ------        -------         ----
<S>                                            <C>              <C>         <C>           <C>         <C>            <C>
Founder shares issued at inception on
November 9, 2001                                7,000,000       $  7,000     23,300,000   $ 23,300    $   (30,200)   $      -

Net loss for the period since
November 9, 2001 to December 31, 2001
                                               -----------      ---------   ------------  ---------   ------------   -----------

Balance at December 31, 2001                    7,000,000       $  7,000     23,300,000   $ 23,300    $   (30,200)   $       -
                                               -----------      ---------   ------------  ---------   ------------   -----------

Shares issued for public shell merger
transaction                                                                   6,669,192      6,669         (1,669)           -

Sale of shares through private placement
offering                                                                      8,776,000      8,776      1,579,224

Shares issued for acquisition of Lazer
Tek Designs                                                                   1,250,000      1,250      1,123,750

Foreign currency translation adjustment                                                                                   (895)

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

Balance at December 31, 2002                    7,000,000       $  7,000     39,995,192   $ 39,995    $ 2,671,105    $     (895)
                                               ===========      =========   ============  =========   ============   ===========


<CAPTION>
                                                                         Total
                                                    Accumulated      stockholders'
                                                      deficit           equity
                                                      -------           ------
<S>                                                <C>             <C>
Founder shares issued at inception on
November 9, 2001                                   $       -       $        100

Net loss for the period since
November 9, 2001 to December 31, 2001                  (15,322)         (15,322)
                                                   ------------    -------------

Balance at December 31, 2001                       $   (15,322)    $    (15,222)
                                                   ------------    -------------

Shares issued for public shell merger
transaction                                                -              5,000

Sale of shares through private placement
offering                                                              1,588,000

Shares issued for acquisition of Lazer
Tek Designs                                                           1,125,000

Foreign currency translation adjustment                                    (895)

Net loss for the year ended December 31,
2002                                                  (294,321)        (294,321)
                                                   ------------    -------------

Balance at December 31, 2002                       $  (309,643)    $  2,407,562
                                                   ============    =============

</TABLE>



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

                                      F-5
<PAGE>
               CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                           For the period
                                                                                         since inception on
                                                                     Year ended           November 9, 2001
                                                                    December 31,           to December 31,
                                                                        2002                    2001
                                                                 ------------------      ------------------
<S>                                                                <C>                     <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
  Net loss                                                         $    (294,321)          $      (15,322)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
  Depreciation and amortization                                          180,640                        -

CHANGES IN OPERATING ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ASSETS:
  Accounts receivable                                                   (700,403)                 (40,170)
  Inventory                                                             (597,724)                  (7,884)
  Other current assets                                                  (173,243)                  (2,207)
  Deposits                                                                 1,540                        -

INCREASE (DECREASE) IN LIABILITIES:
  Accounts payable and accrued expenses                                 (633,170)                 256,261
  Customer deposits                                                      335,989                        -
  Deferred revenue                                                     2,992,333                        -
                                                                   --------------          --------------
       Total adjustments                                               1,405,962                  206,000
                                                                   --------------          ---------------

       Net cash provided by operating activities                       1,111,641                  190,678
                                                                   --------------          ---------------

CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:
  Advances to acquire Vitro Laser, GmbH                                 (200,000)                       -
  Payments to acquire property and equipment                          (2,416,104)                (197,434)
  Net cash acquired from business combination                             18,418                        -
  Payments to acquire intangible assets                                 (339,845)                       -
                                                                   --------------          ---------------
       Net cash used for investing activities                         (2,937,531)                (197,434)
                                                                   --------------          ---------------

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
  Proceeds from (payments on) loan payable, related party                (34,850)                  34,850
  Payments on notes payable, unrelated party                             (55,129)                       -
  Proceeds from loan payable, unrelated party                          1,500,000                        -
  Payments for deferred offering costs                                   (76,000)                       -
  Proceeds from sale of common stock                                   1,105,100                        -
                                                                   --------------          ---------------
       Net cash provided by financing activities                       2,439,121                   34,850
                                                                   --------------          ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                613,231                   28,094

CASH AND CASH EQUIVALENTS, beginning                                      28,094                        -
                                                                   --------------          ---------------
CASH AND CASH EQUIVALENTS, ending                                  $     641,325           $       28,094
                                                                   ==============          ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS ITEMS:
  Interest expense paid                                            $       5,195           $          -
                                                                   ==============          ===============
  Income taxes paid                                                $         -             $          -
                                                                   ==============          ===============

</TABLE>


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

                                      F-6


<PAGE>

               CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


<TABLE>
<CAPTION>
                                                                                                For the period
                                                                                              since inception on
                                                                          Year ended           November 9, 2001
                                                                         December 31,           to December 31,
                                                                             2002                    2001
                                                                     ------------------      ------------------
<S>                                                                     <C>                     <C>

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
  Issuance of notes payable to acquire automobiles                      $     222,757           $          -
                                                                        ==============          ================
  Stock subscriptions receivable for shares sold in private placement   $     488,000           $          -
                                                                        ==============          ================


A SUMMARY OF NET CASH AND CASH EQUIVALENTS ARISING FROM THE ACQUISITION OF LAZER TEK IS AS FOLLOWS:

ACQUISITION COST:
  Acquisition debt                                                      $     400,000
  Issuance of 1,250,000 common shares                                       1,125,000
                                                                        --------------
  Total consideration given up                                              1,525,000
                                                                        --------------

AS OF DECEMBER 31, 2002:
FAIR VALUES OF ASSETS ACQUIRED:

  Accounts receivables                                                       (155,065)
  Inventory                                                                  (272,932)
  Prepaid expenses and other current assets                                   (17,721)
  Property, plant and equipment                                              (170,095)
  Licenses                                                                 (1,645,801)
  Capitalized software costs                                                 (196,490)
  Website development costs                                                   (73,487)
  Customer lists and relationships                                           (306,525)
  Artwork                                                                    (895,995)
  Tradename and trademark                                                     (15,719)
                                                                        --------------
                                                                           (3,749,830)
                                                                        --------------

FAIR VALUES OF LIABILITIES ASSUMED:
  Accounts payable and accrued expenses                                        390,568
  Loan payable                                                                 852,680
  Loan payable, due to Parent                                                1,000,000
                                                                        ---------------
                                                                             2,243,248
                                                                        ---------------

 Net cash and cash equivalents acquired                                 $       18,418
                                                                        ===============

</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-7

<PAGE>

<PAGE>

              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002




(1)   ORGANIZATION:

      THE COMPANY:

           Crystalix Group International, Inc. (formerly Americabilia.com, Inc.)
           was  incorporated  under  the  laws  of the  State  of  Florida  as a
           C-Corporation.  Pursuant to a Stock Purchase  Agreement dated October
           4,  2002   between   Crystalix   USA   Group,   Inc.   ("CUSA")   and
           Americabilia.com,  Inc. ("ABIL"),  and a Technology License Agreement
           between  Crystalix  USA Group,  Inc. and Crystalix  Technology,  Inc.
           ("CTI"),  also dated October 4, 2002, the former shareholders of CUSA
           and CTI acquired  23,300,000  newly issued  shares of common stock of
           ABIL and 7,000,000  shares of ABIL's Class A preferred  stock with 10
           to 1  limited  voting  and  conversion  rights  only.  At the date of
           consummation of these  transactions,  these shareholders  effectively
           controlled  approximately  77.6% of the issued and outstanding common
           stock of ABIL and 93.7% of the voting  control and  ownership of ABIL
           assuming  conversion  of the  Class A  preferred  shares.  Since  the
           shareholders  of CUSA  obtained  control of ABIL,  according  to FASB
           Statement No. 141 - "BUSINESS  COMBINATIONS,"  this  acquisition  has
           been treated as a  recapitalization  for  accounting  purposes,  in a
           manner similar to reverse acquisition  accounting.  In accounting for
           this transaction:

           i)   CUSA  is  deemed to  be  the purchaser and surviving company for
                accounting  purposes.  Accordingly,  its net assets are included
                in the balance sheet at their  historical  book  values  and the
                results  of  operations  of CUSA  have  been  presented  for the
                comparative prior period;
           ii)  Control  of  the  net assets and  business of  ABIL was acquired
                effective  October 4, 2002. This  transaction has been accounted
                for as a purchase of the assets and liabilities of ABIL by CUSA.
                The historical cost of the net assets acquired was $0.

           Effective  November 22, 2002,  the ABIL changed its name to Crystalix
           Group  International,  Inc. On November  26,  2002,  ABIL merged with
           Crystalix  Group  International,  Inc.,  a Nevada  corporation,  in a
           merger solely for the purpose of redomicile.

           In relation to this Stock  Purchase  Agreement,  CUSA  entered into a
           consulting  agreement  with IB 2000,  Inc.  to  provide  professional
           consulting  services in exchange for cash  consideration of $250,000,
           all of which has been expensed as of December 31, 2002.

      ACQUISITION OF LAZER TEK DESIGNS, INC. AND LAZER TEK DESIGNS, LTD:

           On December 23, 2002,  Crystalix Group  International,  Inc. acquired
           100% of the outstanding common stock of Lazer-Tek  Designs,  Inc. and
           Lazer-Tek Designs, Ltd. (collectively  "Lazer-Tek"),  in exchange for
           One Million  Two Hundred  Fifty  Thousand  (1,250,000)  shares of its
           common stock valued at $1,125,000 and an  acquisition  consulting fee
           obligation  of  Four  Hundred  Thousand  Dollars  ($400,000),  for an
           aggregate purchase price of $1,525,000. In addition,  Crystalix Group
           International,  Inc.  loaned  One  Million  Dollars  ($1,000,000)  to
           Lazer-Tek to repay existing debt.

                                      F-8
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(1)   ORGANIZATION, CONTINUED:

      ACQUISITION OF LAZER TEK DESIGNS, INC. AND LAZER TEK DESIGNS, LTD,
      CONTINUED:

           This  acquisition  was  accounted  for using the  purchase  method of
           accounting under FASB 141 - "BUSINESS COMBINATIONS," and accordingly,
           the  purchase  price  was  allocated  to  the  assets  purchased  and
           liabilities  assumed  based  upon  their  estimated  fair  values  as
           determined by management,  upon reliance on an independent  valuation
           report, on the date of acquisition,  which approximated a net of $3.2
           million.  The excess of fair value of  acquired  net assets  over the
           cost of $1.7 million has been  allocated  as a pro rata  reduction of
           all the acquired assets  (excluding  financial  assets,  assets to be
           disposed  off  by  sale,   deferred  tax  asset,   pension  or  other
           post-retirement   benefit  plans  and  any  other  current   assets).
           Management   believes  that  the  Company  will  be  better  able  to
           capitalize  on  the  existing  customer   relationships  and  various
           licenses  held by Lazer  Tek.  Pro forma  results of  operations  are
           presented  in Note 18, as if the  acquisition  had occurred as of the
           earliest period presented.


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      PRINCIPLES OF CONSOLIDATION:

           The  accompanying   consolidated  financial  statements  include  the
           accounts of Crystalix Group International,  Inc. and its wholly owned
           legal  subsidiaries,  Crystalix USA Group,  Inc.,  Crystalix  Imaging
           Limited (incorporated on October 24, 2002 in Ireland d.b.a. Crystalix
           Europe),   Lazer  Tek  Designs,   Inc.  and  Lazer  Tek  Designs  Ltd
           (collectively the "Company"). The accompanying consolidated financial
           statements   have  been  prepared  in  accordance   with   accounting
           principles  generally  accepted in the United States of America.  All
           material inter-company accounts and transactions have been eliminated
           in consolidation.

      BUSINESS ACTIVITY:

           The Company assembles and leases its LaserMark II equipment, together
           with its licensed laser  inscription  technology,  to individuals and
           privately held businesses  throughout the United States. In addition,
           the Company  also  operates  several  retail  locations in Las Vegas,
           Nevada, primarily to market and sell its products to consumers.

           Lazer Tek  designs,  manufactures  and  sells  laser  inscribed  gift
           crystals  to  privately  held  businesses  and  corporate   customers
           throughout the United States.


                                      F-9
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      REVENUE RECOGNITION:

          LEASE REVENUE
          -------------

           Lease revenue is recognized  over the  contractual  lives,  typically
           five years,  of the various leases pursuant to Statement of Financial
           Accounting  Standards No. 13 - "ACCOUNTING FOR LEASES." The Company's
           revenue  recognition  policies are in compliance  with all applicable
           accounting regulations,  issued by the Financial Accounting Standards
           Board Statement 13 - "ACCOUNTING FOR LEASES",  American  Institute of
           Certified  Public  Accountants and including  Securities and Exchange
           Commission Staff Accounting  Bulletin No. 101 - "REVENUE  RECOGNITION
           IN FINANCIAL STATEMENTS." Any revenue from arrangements with multiple
           elements are  allocated to each element of the  arrangement  based on
           the relative fair values using  specific  objective  evidence.  If no
           such objective evidence exists, revenue from the arrangements are not
           recognized until the entire  arrangement is completed and accepted by
           the  customer  (lessee).  Once the  amount  of the  revenue  for each
           element is determined, the Company recognizes revenue as each element
           is  completed,  delivered  and accepted by the customer  (lessee) and
           only  when  no  further   contingencies   or   material   performance
           obligations are warranted, and thereby would have earned the right to
           receive and retain  payments  for  equipment  delivered  and services
           performed.

           PRODUCT SALES
           -------------

           Revenue from the sale of laser inscribed products are recognized when
           title to the products are  transferred to the customer (point of sale
           at retail  locations  or  customer  acceptance  for  custom  designed
           crystals)  and  only  when  no  further   contingencies  or  material
           performance  obligations  are warranted,  and thereby have earned the
           right to receive and retain reasonably  assured payments for products
           sold and delivered.

           Revenue from the sale of glass cube products is recognized when title
           to  the  products  are  transferred  to  the  customer-lessee   (upon
           shipment)  and  only  when  no  further   contingencies  or  material
           performance  obligations  are warranted,  and thereby have earned the
           right to receive and retain reasonably  assured payments for products
           sold and delivered.


           ROYALTY REVENUE
           ---------------

           The Company  also  recognizes  royalty  revenue  from  licensing  its
           technology,  only  when  earned  with  no  further  contingencies  or
           material  performance  obligations  are  warranted,  and thereby have
           earned the right to receive and retain reasonably assured payments.

                                      F-10
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      REVENUE RECOGNITION, CONTINUED:

           DEFERRED REVENUE
           ----------------

           Deferred  revenue   represent   amounts  received  as  non-refundable
           payments  upon  the  signing  of the  contract  and  delivery  of the
           LaserMark II equipment,  for which, revenue will be recognizable over
           the term of the  license/lease  period (See Lease Revenue).  Deposits
           received  from  potential  customer-lessee,  who  have  not yet  been
           delivered  the  LaserMark II  equipment,  are accounted as refundable
           customer-lessee  deposits on the  accompanying  consolidated  balance
           sheet.

      COST OF REVENUE:

           Cost of revenue consists primarily of the following:

             o   Amortization of property, plant and equipment (including direct
                 personnel  costs and direct product costs  associated  with the
                 assembly of its leased Lasermark II equipment).
             o   Direct cost of crystal glass cubes sold
             o   Royalty expense

      USE OF ESTIMATES:

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

      FAIR VALUE:

           Unless  otherwise  indicated,  the fair values of all reported assets
           and liabilities which represent financial instruments,  none of which
           are held for trading  purposes,  approximate  carrying values of such
           amounts.


                                      F-11

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      CASH:

           EQUIVALENTS
           -----------

           For purposes of the statement of cash flows, cash equivalents include
           all highly liquid debt instruments with original  maturities of three
           months or less which are not securing any corporate obligations.

           CONCENTRATION
           -------------

           The Company  maintains its cash in bank deposit  accounts  which,  at
           times,  may exceed  federally  insured  limits.  The  Company has not
           experienced any losses in such accounts.

      INVENTORY:

           Inventory,  consisting  primarily of solid blank glass  cubes,  laser
           inscribed gift crystals and related  accessories and electronic parts
           and  accessories,   are  valued  at  the  lower  of  cost  (first-in,
           first-out) or market.

      PROPERTY AND EQUIPMENT:

           Property, plant and equipment consisting of improvements,  machinery,
           equipment,  computers,  furniture  and fixtures are recorded at cost,
           and  are  depreciated  using  the  straight-line  method  over  their
           estimated useful lives.  Expenditures for maintenance and repairs are
           charged to earnings as incurred;  additions, renewals and betterments
           are capitalized. When property and equipment are retired or otherwise
           disposed  of,  the  related  cost and  accumulated  depreciation  are
           removed  from  the  respective  accounts,  and  any  gain  or loss is
           included in operations. A summary of the estimated useful lives is as
           follows:

                          DESCRIPTION                     USEFUL LIFE

                   Machinery and equipment                  5-7 years
                   Vehicles                                   5 years
                   Furniture and fixtures                     5 years
                   Computers and software                   3-5 years



                                      F-12
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      INCOME TAXES:

           The  Company  uses an asset  and  liability  approach  for  financial
           accounting  and  reporting of income  taxes.  Deferred tax assets and
           liabilities  are determined  based on temporary  differences  between
           financial  reporting  and tax basis  assets and  liabilities  and are
           measured by applying  enacted tax rates and laws to taxable  years in
           which  differences  are  expected  to  be  recovered  or  settled.  A
           valuation  allowance was recorded to reduce deferred tax assets to an
           amount that  represents  the Company's best estimate of the amount of
           such deferred tax assets that are likely to be realized. Further, 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. The Company  operates in a tax-free state.  (see Note
           13).

      ADVERTISING COSTS:

           Advertising  costs,  consisting  primarily of shared costs for design
           and  printing  of sales  materials,  are  expensed  as  incurred  and
           amounted to $36,810 for the year ended  December  31, 2002 and $1,000
           for the period  since  inception  on November 9, 2001 to December 31,
           2001.

      SEGMENT INFORMATION:

           The Company  adopted  the  provisions  of SFAS No. 131,  "Disclosures
           about  Segments of an Enterprise and Related  Information."  SFAS 131
           requires  public   companies  to  report  financial  and  descriptive
           information about their reportable  operating  segments.  The Company
           identifies its operating segments based on how management  internally
           evaluates  separate  financial  information (if available),  business
           activities and management responsibility.  The management believes it
           operates in a single  business  segment and adoption of this standard
           did  not  have  a  material  impact  on  the  Company's  consolidated
           financial  statements.  During the period since  inception on October
           24,  2002 to December  31,  2002,  Crystalix  Europe had net sales of
           $50,200, operating loss of $32,300 and net loss of $32,500.

      OTHER COMPREHENSIVE LOSS:

           The  Statement  of  Financial  Accounting  Standards  Board  No.  130
           requires  companies to report all components of comprehensive  income
           in their financial statements,  including all non-owner  transactions
           and events  which impact a company's  equity,  even if those items do
           not directly affect net loss.  Comprehensive loss is comprised of net
           loss and foreign currency translation adjustment loss of $895.

                                      F-13
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      NET LOSS PER SHARE:

           Basic net loss per share is  determined  by dividing  the net loss by
           the weighted  average shares of Common Stock  outstanding  during the
           period.  Diluted net loss per share is determined by dividing the net
           loss by the weighted average shares of Common Stock  outstanding plus
           the  dilutive  effects  of stock  options  and  warrants.  There were
           3,000,000  common  equivalent  shares for the year ended December 31,
           2002 and none for the period  since  inception on November 9, 2001 to
           December 31, 2001, all of which were excluded from the computation of
           the  diluted  net  loss  per  share,   as  their   effect   would  be
           anti-dilutive.

      INTANGIBLE ASSETS:

           Intangible assets consist of product and laser licenses,  capitalized
           software costs and website development costs, artwork and copyrights,
           trademarks,  trade names,  customer lists and relationships (see Note
           6). In accordance with SFAS No. 142,  "Goodwill and Other  Intangible
           Assets," the Company evaluates intangible assets and other long-lived
           assets  for  impairment,  at least on an annual  basis  and  whenever
           events or changes in  circumstances  indicate that the carrying value
           may  not  be  recoverable  from  its  estimated  future  cash  flows.
           Recoverability  of intangible  assets and other long-lived  assets is
           measured by comparing  their net book value to the related  projected
           undiscounted  cash flows from these  assets,  considering a number of
           factors   including  past  operating   results,   budgets,   economic
           projections, market trends and product development cycles. If the net
           book value of the asset exceeds the related  undiscounted cash flows,
           the asset is considered  impaired,  and a second test is performed to
           measure the amount of  impairment  loss.  As of December 31, 2002, no
           impairment appeared to exist. Amortization will be computed using the
           straight-line  method  over the  estimated  useful life of the assets
           (3-10 years).

      WEBSITE DEVELOPMENT COSTS:

           The Company accounts for the costs of computer software  developed or
           obtained  for internal  use in  accordance  with EITF 00-2 - "WEBSITE
           COSTS" and Statement of Position 98-1,  "ACCOUNTING  FOR THE COSTS OF
           COMPUTER  SOFTWARE  DEVELOPED  OR  OBTAINED  FOR  INTERNAL  USE." The
           Company capitalizes costs of materials,  consultants, and payroll and
           payroll-related   costs  for   employees   incurred   in   developing
           internal-use  computer software.  Amortization will be computed using
           the straight-line  method over the estimated useful life of the asset
           (3  years).   Costs  incurred  during  the  preliminary  project  and
           post-implementation  stages are charged to general and administrative
           expense.


                                      F-14
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      DEFERRED OFFERING COSTS:

           Deferred  Offering Costs consists of direct legal,  underwriting  and
           accounting costs incurred for the Company's anticipated  registration
           of equity securities on Form SB-2 to be filed with the Securities and
           Exchange  Commission on or around February 19, 2003. These costs will
           be capitalized  and netted against the gross proceeds of the offering
           upon closing.

      CAPITALIZED SOFTWARE COSTS:

           The Company capitalizes costs incurred for the production of computer
           software that generates the functionality  within its laser equipment
           units.  Capitalized  costs include direct labor and related  overhead
           for  software  produced  by the  Company  and the  cost  of  software
           purchased from third parties.  All costs in the software  development
           process which are classified as research and development are expensed
           as incurred  until  technological  feasibility  has been  established
           ("beta"). Once technological  feasibility has been established,  such
           costs are  capitalized  until the software has completed beta testing
           and is available for mass-marketing. Amortization, a cost of revenue,
           will  be  provided   on  a   product-by-product   basis,   using  the
           straight-line method, not to exceed three years, commencing the month
           after the date of product release. Quarterly, the Company reviews and
           expenses  the  unamortized  cost of any feature  identified  as being
           impaired.  The  Company  also  reviews  recoverability  of the  total
           unamortized cost of all features and software products in relation to
           estimated service and relevant revenues and, when necessary, makes an
           appropriate adjustment to net realizable value.  Amortization will be
           computed  using the  straight-line  method over the estimated  useful
           life of the asset (3 years).

      STOCK-BASED COMPENSATION:

           The  Company   accounts   for   stock-based   employee   compensation
           arrangements   in  accordance   with  the  provisions  of  Accounting
           Principles  Board  Opinion No. 25,  "Accounting  for Stock  Issued to
           Employees" and complies with the  disclosure  provisions of SFAS 123,
           "Accounting for Stock-Based Compensation". Under APB 25, compensation
           cost is recognized  over the vesting  period based on the excess,  if
           any, on the date of grant of the fair value of the  Company's  shares
           over the employee's  exercise  price.  When the exercise price of the
           employee  share  options  is less  than the fair  value  price of the
           underlying shares on the grant date,  deferred stock  compensation is
           recognized   and  amortized  to  expense  in  accordance   with  FASB
           Interpretation  No.  44 over the  vesting  period  of the  individual
           options. Accordingly, if the exercise price of the Company's employee
           options equals or exceeds the market price of the  underlying  shares
           on the date of grant, no compensation expense is recognized.  Options
           or shares awards issued to  non-employees  or non-employee  directors
           are valued using the fair value  method and expensed  over the period
           services are provided.

                                      F-15

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      RECENT ACCOUNTING PRONOUNCEMENTS:

           In October 2001, the FASB recently  issued SFAS No. 143,  "Accounting
           for Asset Retirement Obligations," which requires companies to record
           the fair value of a liability for asset retirement obligations in the
           period  in which  they  are  incurred.  The  statement  applies  to a
           company's  legal  obligations  associated  with the  retirement  of a
           tangible   long-lived   asset  that  results  from  the  acquisition,
           construction,  and  development or through the normal  operation of a
           long-lived asset. When a liability is initially recorded, the company
           would capitalize the cost,  thereby increasing the carrying amount of
           the  related  asset.   The  capitalized   asset  retirement  cost  is
           depreciated over the life of the respective asset while the liability
           is accreted to its present value.  Upon  settlement of the liability,
           the  obligation  is settled  at its  recorded  amount or the  company
           incurs a gain or loss.  The  statement is effective  for fiscal years
           beginning  after  June 30,  2002.  The  Company  does not  expect the
           adoption  to  have  a  material  impact  to the  Company's  financial
           position or results of operations.

           In October 2001,  the FASB issued SFAS No. 144,  "Accounting  for the
           Impairment or Disposal of Long-Lived Assets". Statement 144 addresses
           the  accounting  and  reporting  for the  impairment  or  disposal of
           long-lived  assets.  The statement provides a single accounting model
           for long-lived  assets to be disposed of. New criteria must be met to
           classify the asset as an asset  held-for-sale.  This  statement  also
           focuses on  reporting  the  effects  of a disposal  of a segment of a
           business.  This  statement  is effective  for fiscal years  beginning
           after December 15, 2001. The adoption did not have a material  impact
           to the Company's financial position or results of operations.

           In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
           Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
           Technical Corrections." This Statement rescinds FASB Statement No. 4,
           "Reporting  Gains and Losses  from  Extinguishment  of Debt",  and an
           amendment of that Statement,  FASB Statement No. 64, "Extinguishments
           of Debt Made to Satisfy Sinking-Fund Requirements" and FASB Statement
           No. 44,  "Accounting for Intangible  Assets of Motor Carriers".  This
           Statement amends FASB Statement No. 13,  "Accounting for Leases",  to
           eliminate  an  inconsistency  between  the  required  accounting  for
           sale-leaseback  transactions and the required  accounting for certain
           lease  modifications  that have economic  effects that are similar to
           sale-leaseback  transactions.  The  adoption  did not have a material
           impact to the Company's financial position or results of operations.



                                      F-16
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:

           In June 2002,  the FASB issued  Statement  No. 146,  "Accounting  for
           Costs  Associated with Exit or Disposal  Activities."  This Statement
           addresses  financial  accounting  and reporting for costs  associated
           with exit or disposal  activities and nullifies  Emerging Issues Task
           Force ("EITF")  Issue No. 94-3,  "Liability  Recognition  for Certain
           Employee  Termination  Benefits  and Other  Costs to Exit an Activity
           (including   Certain  Costs  Incurred  in  a   Restructuring)."   The
           provisions  of this  Statement  are  effective  for exit or  disposal
           activities  that are initiated  after  December 31, 2002,  with early
           application  encouraged.  The Company does not expect the adoption to
           have a material impact to the Company's financial position or results
           of operations.

           In October 2002, the FASB issued Statement No. 147,  "Acquisitions of
           Certain Financial  Institutions--an  amendment of FASB Statements No.
           72 and 144 and FASB Interpretation No. 9", which removes acquisitions
           of  financial  institutions  from the scope of both  Statement 72 and
           Interpretation  9 and requires that those  transactions  be accounted
           for in accordance with Statements No. 141, Business Combinations, and
           No. 142,  Goodwill and Other  Intangible  Assets.  In addition,  this
           Statement  amends  SFAS No. 144,  Accounting  for the  Impairment  or
           Disposal  of  Long-Lived  Assets,  to include in its scope  long-term
           customer-relationship  intangible  assets of  financial  institutions
           such as depositor- and  borrower-relationship  intangible  assets and
           credit cardholder  intangible  assets.  The requirements  relating to
           acquisitions of financial  institutions is effective for acquisitions
           for which the date of acquisition is on or after October 1, 2002. The
           provisions  related to accounting  for the  impairment or disposal of
           certain   long-term   customer-relationship   intangible  assets  are
           effective on October 1, 2002.  The adoption of this Statement did not
           have a material impact to the Company's financial position or results
           of  operations  as the  Company  has not  engaged  in either of these
           activities.


                                      F-17
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:

           In December 2002, the FASB issued Statement No. 148,  "Accounting for
           Stock-Based  Compensation--Transition  and Disclosure",  which amends
           FASB Statement No. 123, Accounting for Stock-Based  Compensation,  to
           provide  alternative  methods of transition for a voluntary change to
           the fair value based method of accounting  for  stock-based  employee
           compensation.  In  addition,  this  Statement  amends the  disclosure
           requirements  of Statement 123 to require  prominent  disclosures  in
           both  annual and  interim  financial  statements  about the method of
           accounting for stock-based  employee  compensation  and the effect of
           the method used on reported  results.  The  transition  guidance  and
           annual  disclosure  provisions  of Statement  148 are  effective  for
           fiscal years ending after December 15, 2002, with earlier application
           permitted in certain circumstances. The interim disclosure provisions
           are effective for financial reports containing  financial  statements
           for interim  periods  beginning after December 15, 2002. The adoption
           of this  statement  did not have a material  impact on the  Company's
           financial  position or results of  operations  as the Company has not
           elected to change to the fair value based  method of  accounting  for
           stock-based employee compensation.

           In   January   2003,   the  FASB   issued   Interpretation   No.  46,
           "Consolidation  of Variable  Interest  Entities."  Interpretation  46
           changes the criteria by which one company  includes another entity in
           its consolidated financial statements.  Previously, the criteria were
           based on control through voting interest.  Interpretation 46 requires
           a variable  interest  entity to be  consolidated by a company if that
           company  is  subject  to a  majority  of the  risk of loss  from  the
           variable  interest  entity's  activities  or  entitled  to  receive a
           majority of the  entity's  residual  returns or both.  A company that
           consolidates  a  variable  interest  entity  is  called  the  primary
           beneficiary  of  that  entity.  The  consolidation   requirements  of
           Interpretation  46 apply  immediately to variable  interest  entities
           created after January 31, 2003. The consolidation  requirements apply
           to  older  entities  in the  first  fiscal  year  or  interim  period
           beginning after June 15, 2003. Certain of the disclosure requirements
           apply in all  financial  statements  issued  after  January 31, 2003,
           regardless of when the variable interest entity was established.  The
           Company does not expect the adoption to have a material impact to the
           Company's financial position or results of operations.

                                      F-18

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

      RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:

           On  January  1,  2002,  the  Company  adopted  Financial   Accounting
           Standards  Board  Emerging  Issues  Task  Force  No.  01-14,  "Income
           Statement    Characterization   of   Reimbursements    Received   for
           `Out-of-Pocket'   Expenses  Incurred,"  ("EITF  01-14").  EITF  01-14
           requires  companies  to  characterize   reimbursements  received  for
           out-of-pocket  expenses  incurred as revenue and to reclassify  prior
           period financial  statements to conform to current year  presentation
           for  comparative  purposes.  The  Company's  "Services"  revenues now
           include  reimbursable  out-of-pocket  expenses and "Cost of services"
           expenses include the costs associated with reimbursable out-of-pocket
           expenses.  Prior  to  the  adoption  of  EITF  01-14,  the  Company's
           historical  financial  statements  recorded  these  expenses  as  net
           amounts in "Cost of  services."  The  adoption  of EITF 01-14 did not
           have a significant impact on the services gross margin percentage and
           had no effect on net loss.


(3)   CONCENTRATIONS OF CREDIT RISK:

      The Company  performs  periodic  credit  evaluations  of its customers and
      maintains  allowances  for  potential  uncollectible  accounts  as  deemed
      necessary. The Company generally does not require collateral to secure its
      accounts  receivable.   The  Company  estimates  credit  losses  based  on
      management's  evaluation of  historical  experience  and current  industry
      trends.  Although  the  Company  expects to collect  amounts  due,  actual
      collections may differ from the estimated  amounts.  At December 31, 2002,
      the Company has recorded an allowance for doubtful accounts of $103,181.

      During the year ended December 31, 2002 and for the period since inception
      on November 9, 2001 to December 31, 2001,  revenues  generated  from three
      corporate owned locations  accounted for  approximately 52% and 95% of net
      revenues or 71% and 100% of product sales,  respectively.  The loss of any
      of these three  corporate  owned locations could have a material impact on
      the Company's operations.


                                      F-19

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(4)   INVENTORY:

      A summary is as follows:

         Glass blocks, premade images and related products       $       559,734
         Electronic parts and accessories                                318,806
                                                                 ---------------

                                                                 $       878,540
                                                                 ===============

(5)   PROPERTY AND EQUIPMENT:

      A summary is as follows:

         Equipment under operating leases as lessor              $     2,066,677
         Computers and equipment                                         669,309
         Vehicles                                                        265,491
         Furniture and fixtures                                           45,866
         Leasehold improvements                                           34,593
                                                                 ---------------

                                                                       3,081,936
         Less accumulated depreciation and amortization                  173,340
                                                                 ---------------

                                                                 $     2,908,596
                                                                 ===============
      Depreciation and amortization expense amounted  to  $173,340  for the year
      ended December 31, 2002 and $0 for the period  since inception on November
      9, 2001 to December 31, 2001.


(6)   INTANGIBLE ASSETS:

      A  summary  is  as  follows  (including certain assets acquired with Lazer
      Tek):

                                                   USEFUL LIFE
         Licenses and related costs, net of
           amortization of $7,300                   10 years      $    1,771,501
         Artwork library                             3 years             895,995
         Customer lists and relationships            5 years             306,525
         Capitalized software                        3 years             326,490
         Website development costs                   3 years             150,333
         Trade name and trademark                    5 years              15,719
                                                                 ---------------

                                                                 $     3,466,563
                                                                 ===============

      Amortization  expense  amounted  to $7,300 for the year ended December 31,
      2002 and $0 for the period since inception on November 9, 2001 to December
      31, 2001.

                                      F-20
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(7)   OTHER ASSETS:

      A summary is as follows:

         Advances to acquire Vitro Laser, GmbH
            (see Note 14 and 17)                                 $       200,000
         Deferred offering costs                                          76,000
                                                                 ---------------

                                                                 $       276,000
                                                                 ===============

(8)   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

      A summary is as follows:

         Accounts payable - trade                                $       599,604
         Accrued expenses                                                392,405
         Other                                                            22,222
                                                                 ---------------

                                                                 $     1,014,231
                                                                 ===============

(9)   INCOME TAXES:

      The Company uses an asset and liability approach for financial  accounting
      and reporting of income  taxes.  Deferred tax assets and  liabilities  are
      determined based on temporary  differences between financial reporting and
      tax basis assets and liabilities and are measured by applying  enacted tax
      rates and laws to taxable  years in which  differences  are expected to be
      recovered  or  settled.  A  valuation  allowance  was  recorded  to reduce
      deferred  tax  assets to an amount  that  represents  the  Company's  best
      estimate of the amount of such  deferred  tax assets that are likely to be
      realized.  Further, 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. The Company operates in a tax-free state.


                                      F-21
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(9)   INCOME TAXES, CONTINUED:

      A  reconciliation  of the provision for income taxes at statutory rates to
      the  provision  reported in the  consolidated  financial  statements is as
      follows:
                                                         2002           2001
                                                    -------------   ------------

         Federal income tax  at statutory rates              34%            34%
         State income taxes, less federal
           income tax benefit                                 -              -
                                                    -------------   ------------

         Total provision/(benefit)                           34             34
         Loss for which no tax benefit is available          (5)            (1)
         NOL utilized                                       (29)           (33)
                                                    -------------   ------------

              Total provision                                 -%             -%
                                                    =============   ============

      The income tax provision (benefit) is comprised of the following:

                                                         2002           2001
                                                    -------------   ------------

         Current - federal                          $  (550,000)    $   (5,200)
         Deferred - federal                             550,000          5,200
                                                    -------------   ------------

              Total provision                       $         -     $        -
                                                    =============   ============

      Future  tax  benefits  (deferred  tax  liabilities)  relate  to  temporary
      differences on the following:

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                                      2002
                                                                                -----------------
<S>                                                                             <C>
         Non-current assets (liabilities) -
            Deferred income                                                     $      1,235,000
            Capitalized website and software cost - amortization                         (37,000)
            Property and equipment - depreciation                                       (172,000)
                                                                                -----------------

         Net deferred tax asset - non-current before valuation allowance               1,026,000
         Less valuation allowance                                                       (476,000)
                                                                                -----------------

         Net deferred tax asset - non-current                                   $        550,000
                                                                                =================

         Current assets (liabilities):
            Accounts receivable                                                 $       (585,000)
            Capitalized website and software cost - amortization                         (18,000)
            Deferred income                                                              333,000
            Property and equipment - depreciation                                       (280,000)
                                                                                -----------------

         Net deferred tax liability - current                                   $       (550,000)
                                                                                =================
</TABLE>

                                      F-22
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(10)  CUSTOMER DEPOSITS:

      Customer  deposits of $370,964  represent  amounts  received  from several
      potential  customer-lessees and prepayments of products for which delivery
      is pending, as of December 31, 2002. These potential customer-lessees have
      shown interest in the LaserMark II equipment by paying a nominal amount as
      a refundable deposit (refundable only to the extent that the Company fails
      to manufacture and timely deliver its LaserMark II equipment).


(11)  DEFERRED REVENUE:

      Deferred revenue  represents  amounts received as non-refundable  payments
      upon  the  signing  of the  contract  and  delivery  of the  LaserMark  II
      equipment,  for which,  revenue will be recognizable  over the term of the
      license/lease period.

      The  following  table  summarizes  the  annual  estimated  revenue  to  be
      recognized from deferred revenue, as of December 31, 2002:

           Year ending December 31,
            2003 - Current Portion                               $       980,000
            2004                                                         980,000
            2005                                                         980,000
            2005                                                         980,000
            2007                                                         694,509
                                                                 ---------------

                                                                 $     4,614,509
                                                                 ===============

(12)  LOANS PAYABLE:

<TABLE>
<CAPTION>
<S>                                                                             <C>
      Loan payable, unrelated party, secured by all capital stock
         of Lazer Tek, with unpaid principal due by January 20,
         2004, interest due monthly at 13.5% per annum.                         $     1,500,000

      Loans payable, former creditor of Lazer Tek, secured by
         assets of Lazer Tek, unpaid principal and interest due by
         April 30, 2003 with interest at 10% per annum                                  852,680

      Loans payable, related party, unsecured, payable in four quarterly
         payments starting on April 1, 2003 of $100,000 each with no interest.
         This note arose from the acquisition of Lazer Tek.                             400,000
                                                                                ---------------

                                                                                      2,752,680
      Less current maturities                                                         1,252,680
                                                                                ---------------

                                                                                $     1,500,000
                                                                                ===============
</TABLE>

                                      F-23
<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002


(13)  NOTES PAYABLE:

      Notes  payable  bear  interest at a rate of 11% per annum,  secured by the
      automobiles  and  payable  in  aggregate  monthly  installments  of $4,100
      (principal and interest) by September 2007.

      The  following  table  summarizes  the  aggregate  maturities of the notes
      payable as of December 31, 2002:

               Year ending December 31,
                   2003  -  current portion                      $        36,965
                   2004                                                   41,580
                   2005                                                   46,060
                   2006                                                   51,024
                   2007                                                   31,999
                                                                 ---------------

                                                                 $       207,628
                                                                 ===============

      Interest expense, under all obligations,  amounted to $14,236 for the year
      ended  December 31, 2002 and none ($0) for the period  since  inception on
      November 9, 2001 to December 31, 2001.


(14)  COMMITMENTS AND CONTINGENCIES:

      CONTRACTS
      ---------

      Employment  Agreements - The Company  entered into arms length  employment
      agreements with certain officers and managers to retain their expertise in
      the ordinary  course of business.  During January 2003, all such contracts
      were  rescinded  for no  consideration.  All  employment  is on an at-will
      basis.

      Other  Agreements  - The  Company  has  various  arms  length  sub-license
      agreements with various third parties in the ordinary course of business.

      Royalty  Agreement - The Company is obligated to pay a minimum royalty fee
      of $3.00 per glass block unit sold. The Royalty  Agreement  expires at the
      earlier  of  April  27,  2010,  material  breach  of  contract  or  mutual
      rescission by all parties.  Royalty  expense  amounted to $111,248 for the
      year ended December 31, 2002 and $3,657 during the period since  inception
      on November 9, 2001 to December 31, 2001.

      Acquisition Target - On December 15, 2002, the Company signed agreement to
      acquire  50% of the  ownership  interest  of Vitro  Laser  GmbH,  a German
      Corporation, for consideration consisting of cash and the right to acquire
      shares of the Company's  common  stock.  As of January 31, 2003, no formal
      agreements were consummated (see Note 7 and 17).

                                      F-24

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(14)  COMMITMENTS AND CONTINGENCIES, CONTINUED:

      LEASES
      ------

      The  following is a schedule by years of future  minimum  rental  payments
      required under operating  leases that have  noncancellable  lease terms in
      excess of one year as of December 31, 2002:

               Year ending December 31,
                   2003                            $         25,000
                   2004                                      25,000
                   2005                                      25,000
                                                   ----------------

                                                   $         75,000
                                                   ================

      Rent expense  amounted to $1,005,000  for the year ended December 31, 2002
      and $81,000 for the period since inception on November 9, 2001 to December
      31, 2001. Rent expense for corporate operated retail locations,  primarily
      in Las Vegas  Casinos,  are determined at rates ranging from 30% to 50% of
      monthly net revenues of that location.  Either the landlord or the Company
      can cancel its rental commitment without any further obligations with a 30
      day notice.

      LITIGATION
      ----------

      The Company maybe named as a defendant in legal  actions  arising from its
      normal  operations,  and from  time-to-time  is presented  with claims for
      damages  arising  out of  its  actions.  The  management  of  the  Company
      anticipates  that any damages or expenses it may incur in connection  with
      these actions,  individually  and  collectively,  will not have a material
      adverse effect on the Company.


(15)  STOCKHOLDERS' EQUITY:

      PREFERRED STOCK
      ---------------

      The Company has 10,000,000 shares of Class A preferred stock authorized.



                                      F-25

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(15)  STOCKHOLDERS' EQUITY, CONTINUED:

      COMMON STOCK
      ------------

      Pursuant  to a Stock  Purchase  Agreement  dated  October 4, 2002  between
      Crystalix USA Group,  Inc. and  Americabilia.com,  Inc.,  and a Technology
      License   Agreement  between  Crystalix  USA  Group,  Inc.  and  Crystalix
      Technology,  Inc., also dated October 4, 2002, the former  shareholders of
      CUSA and CTI acquired  23,300,000  newly issued  shares of common stock of
      ABIL and 7,000,000  shares of ABIL's Class A preferred  stock with 10 to 1
      limited voting and conversion  rights.  These  preferred  shares only have
      voting and conversion  rights in the event of sale or change in control of
      the Company.  At the date of  consummation  of these  transactions,  these
      shareholders  effectively controlled approximately 77.6% of the issued and
      outstanding  common  stock of ABIL and  93.7% of the  voting  control  and
      ownership of ABIL  assuming  conversion  of the Class A preferred  shares.
      Since the shareholders of CUSA obtained control of ABIL, according to FASB
      Statement No. 141 - "BUSINESS  COMBINATIONS,"  this  acquisition  has been
      treated as a recapitalization for accounting purposes, in a manner similar
      to reverse acquisition  accounting.  As such, the 23,300,000 common shares
      and 7,000,000  preferred  shares have been  presented on the  accompanying
      Consolidated  Statement  of  Stockholders'  Equity as if the  issuance had
      occurred  as of  the  beginning  of  the  earliest  period  presented.  In
      addition, the previously issued and outstanding 6,669,192 common shares of
      ABIL have been presented as an acquisition  issuance as of the date of the
      reverse acquisition.

      PRIVATE PLACEMENTS
      ------------------

      On October 9, 2002,  the Board of  Directors  of the Company  approved and
      initiated a private placement  offering (the "October Private  Placement")
      of  8,600,000  of the  Company's  Rule 144  restricted  common stock at an
      average  offering price of $0.17 per share,  on a best efforts basis.  The
      Private  Placement  was exempt  from the  registration  provisions  of the
      Securities and Exchange  Commission Act of 1933 and Rule 506 of Regulation
      D.  The  Company  sold  8,600,000   common  shares  for  net  proceeds  of
      $1,500,000, of which, $400,000 was collected in January 2003.

      On November 26, 2002,  the Board of Directors of the Company  approved and
      initiated  another  private  placement  offering  (the  "November  Private
      Placement")  of the  Company's  Rule  144  restricted  common  stock at an
      average  offering price of $0.50 per share,  on a best efforts basis.  The
      Private  Placement  was exempt  from the  registration  provisions  of the
      Securities and Exchange  Commission Act of 1933 and Rule 506 of Regulation
      D. As of December  31,  2002,  the  Company  sold  176,000  shares for net
      proceeds  of  $88,000,  all  of  which  was  collected  in  January  2003.
      Subsequent to December 31, 2002,  the Company sold an  additional  120,000
      common shares for net proceeds of $60,000.


                                      F-26


<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(15)  STOCKHOLDERS' EQUITY, CONTINUED:

      ACQUISITION OF LAZER TEK DESIGNS, INC. AND LAZER TEK DESIGNS, LTD
      -----------------------------------------------------------------

      On December 23, 2002,  the Company issued  1,250,000  common shares of the
      Company's  common  stock  to  acquire  Lazer  Tek,  valued  at a total  of
      $1,125,000  using the trading  price as of December 23, 2002.  Pursuant to
      the agreement,  these shares have  registration  rights by April 30, 2003.
      The Company has not  obligation  beyond a reasonable  effort to have these
      shares registered.

      STOCK OPTION PLAN
      -----------------

      The Company does not have a formal stock option plan,  however,  the Board
      of Directors and the  management may grant options to acquire common stock
      of  the  Company   ("Options").   Options  may  be  issued  to  directors,
      executives,  key employees and consultants  providing valuable services to
      the Company.  The Board of Directors and management  select  recipients to
      whom  options  are  granted,  and  determines  the  number of shares to be
      granted.  Options  granted are  exercisable  at a price  determined by the
      Board of Directors and  management  at the time of grant,  but in no event
      less than fair  market  value.  During  2002,  3,000,000  options had been
      granted to certain key  employees and  management at an exercise  price of
      $0.25 per share  underlying  the stock option when the trading price as of
      the date of grant was $0.16 per share.

      The number and weighted average exercise prices of options granted for the
      year ended December 31, 2002 (none granted or outstanding during 2001) are
      as follows:

                                                              2002
                                                  ------------------------------
                                                                      Average
                                                                     Exercise
                                                    Number             Price
                                                    ------             -----

      Outstanding at beginning of the year                -                  -
      Granted during the year                     3,000,000          $    0.25
      Exercised during the year                           -          $       -
      Cancelled during the year                           -          $       -
      Outstanding at the end of the year          3,000,000          $    0.25
      Exercisable at the end of the year          3,000,000          $    0.25


                                      F-27

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(15)  STOCKHOLDERS' EQUITY, CONTINUED:

      The Company has elected to follow Accounting  Principles Board Opinion No.
      25,  "Accounting  for Stock  Issued  to  Employees"  (APB 25) and  related
      interpretations  in accounting for its employee stock options  because the
      alternative  fair value  accounting  provided for under FASB Statement No.
      123, "Accounting for Stock-Based  Compensation," ("FASB 123") requires use
      of option  valuation  models  that were not  developed  for use in valuing
      employee stock options. The Company has adopted the disclosure  provisions
      of FASB  123.  Options  granted  to key  consultants  under  the  Plan are
      accounted  for  under  FASB 123 as  interpreted  by FIN 44.  Under APB 25,
      because the exercise  price of the Company's  employee stock options equal
      or exceed the fair  market  value of the  underlying  stock on the date of
      grant, no compensation expense is recognized.

      Proforma information regarding net income and earnings per share, pursuant
      to the  requirements of FASB 123, for the year ended December 31, 2002 and
      for the period  since  inception on November 9, 2002 to December 31, 2001,
      are as follows:

<TABLE>
<CAPTION>
                                                                         2002                               2001
                                                            --------------------------------   ----------------------------
                                                            HISTORICAL              PROFORMA   HISTORICAL          PROFORMA
                                                            ----------              --------   ----------          --------
<S>                                                        <C>                  <C>            <C>            <C>
         Net loss                                          $     294,321        $    534,321   $      15,322  $      15,322
                                                           -------------        ------------   -------------  -------------

         Net loss per share - basic and diluted            $        0.01        $       0.02   $        0.00  $        0.00
                                                           -------------        ------------   -------------  -------------
</TABLE>

(16)  RELATED PARTY TRANSACTIONS:

      During the year ended December 31, 2002 and the period since  inception on
      November 9, 2001 to December  31,  2001,  purchases  of  equipment  from a
      related party vendor  amounted to  approximately  $2,160,000 and $140,000,
      respectively.  Included  in  accounts  payable  and  accrued  expenses  at
      December 31, 2002,  is  approximately  $115,000 due to this related  party
      vendor.   This  related  party  vendor  is  wholly  owned  by  a  minority
      (non-controlling)  shareholder of the Company and does not have any formal
      agreement.  Management  believes that these transactions are negotiated at
      arms length.

      During the year ended December 31, 2002 and for the period since inception
      on  November  9,  2001 to  December  31,  2001,  purchases  of  technology
      consulting  services  from the  same  related  party  vendor  amounted  to
      approximately $191,000 and $70,000, respectively.


                                      F-28

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(17)  SUBSEQUENT EVENTS:

      Acquisition Target - On December 15, 2002, the Company signed agreement to
      acquire  50% of the  ownership  interest  of Vitro  Laser  GmbH,  a German
      Corporation, for consideration consisting of cash and the right to acquire
      shares of the Company's  common  stock.  As of January 31, 2003, no formal
      agreements  were  consummated,   however,   an  additional   $200,000  was
      transferred as a good faith deposit.


(18)  PRO  FORMA RESULTS OF OPERATIONS FOR THE ACQUISITION OF LAZER TEK DESIGNS,
      INC. AND LAZER TEK DESIGNS, LTD:

      The  following  pro forma  results  of  operations  and net loss per share
      assume that the  acquisitions  of Lazer Tek  Designs,  Inc.  and Lazer Tek
      Designs, Ltd occurred as of the beginning of each period presented,  after
      giving  effect  to  pro  forma  adjustments.   The  pro  forma  adjustment
      represents  amortization  of  licenses  and  related  costs,   capitalized
      software costs, website costs,  customer lists and relationships,  artwork
      library, trademarks and tradenames. The pro forma adjustment also includes
      adjustments to common stock shares issued and outstanding,  that relate to
      the acquisition of these  subsidiaries,  as if they had occurred as of the
      beginning of each period presented. The pro forma financial information is
      presented  for  informational  purposes  only and may not  necessarily  be
      indicative  of the  operating  results that would have  occurred had these
      acquisitions   been  consummated  as  of  the  beginning  of  each  period
      presented, nor is it indicative of future operating results.

<TABLE>
<CAPTION>
      2002 PROFORMA DISCLOSURE:                                                         PRO FORMA            CONSOLIDATED
                                            CRYSTALIX             LAZER TEK            ADJUSTMENTS              TOTAL
                                     =====================  ====================  ====================  ====================
                                         (HISTORICAL)           (HISTORICAL)                                 PRO FORMA
                                             2002                  2002                                        2002
                                             ----                  ----                                        ----
                                                                                      (UNAUDITED)           (UNAUDITED)
<S>                                  <C>                    <C>                   <C>                   <C>

      Net revenue                    $      4,665,000       $      1,511,000      $             -       $      6,176,000
                                     =====================  ====================  ====================  ====================

      Gross profit                   $      2,307,000       $         924,000     $             -       $      3,231,000
                                     =====================  ====================  ====================  ====================

      Operating expenses             $      2,589,000       $      1,654,000      $         800,000     $      5,043,000
                                     =====================  ====================  ====================  ====================

      Net loss from operations       $        (282,000)     $        (730,000)    $        (800,000)    $     (1,812,000)
                                     =====================  ====================  ====================  ====================

      Net loss                       $        (294,000)     $        (802,000)    $        (800,000)    $     (1,896,000)
                                     =====================  ====================  ====================  ====================

      Net loss per share
       - basic & diluted             $           (0.01)     $           (0.02)    $           (0.02)    $           (0.05)
                                     =====================  ====================  ====================  ====================
</TABLE>

                                      F-29

<PAGE>
              CRYSTALIX GROUP INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                        FOR THE PERIOD SINCE INCEPTION ON
                    NOVEMBER 9, 2001 TO DECEMBER 31, 2001 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002



(18)  PRO  FORMA RESULTS OF OPERATIONS FOR THE ACQUISITION OF LAZER TEK DESIGNS,
      INC. AND LAZER TEK DESIGNS, LTD, CONTINUED:

<TABLE>
<CAPTION>
      2001 PROFORMA DISCLOSURE:                                                         PRO FORMA            CONSOLIDATED
                                            CRYSTALIX             LAZER TEK            ADJUSTMENTS              TOTAL
                                      =====================  ====================  ====================  ====================
                                         (HISTORICAL)           (HISTORICAL)                                 PRO FORMA
                                              2001                  2001                                        2001
                                              ----                  ----                                        ----
                                                                                       (UNAUDITED)           (UNAUDITED)
<S>                                    <C>                    <C>                   <C>                   <C>
      Net revenue                      $         192,000      $      1,743,000      $        (100,000)    $      1,835,000
                                       ====================   ===================   ===================   ===================

      Gross profit                     $          78,000      $         898,000     $             -       $         976,000
                                       ====================   ===================   ===================   ===================

      Operating expenses               $          93,000      $      1,454,000      $         800,000     $      2,347,000
                                       ====================   ===================   ===================   ===================

      Net loss from operations         $         (15,000)     $        (556,000)    $        (800,000)    $     (1,371,000)
                                       ====================   ===================   ===================   ===================

      Net loss                         $         (15,000)     $        (646,000)    $        (800,000)    $     (1,461,000)
                                       ====================   ===================   ===================   ===================

      Net loss per share
        - basic & diluted              $           (0.00)     $           (0.02)    $           (0.03)    $           (0.05)
                                       ====================   ===================   ===================   ===================

</TABLE>



                                      F-30