NET-FORCE

NET FORCE SYSTEMS 6K, FINANCIALS, NET FORCE

NET-FORCE SYSTEMS INC. AND SUBSIDARY

CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2003 and 2002

Independent Auditors' Report............................................... F-3

Consolidated Balance Sheets................................................ F-4

Consolidated Statements of Operations.......................................F-6

Consolidated Statements of Stockholders' Equity (Deficit).................. F-7

Consolidated Statements of Cash Flows...................................... F-8

Notes to the Consolidated Financial Statements............................ F-10

INDEPENDENT AUDITORS' REPORT

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To the Board of Directors

Net-Force Systems Inc. and Subsidiary

Antigua, West Indies

We have audited the accompanying consolidated balance sheets of Net-Force

Systems Inc. and Subsidiary as of April 30, 2003 and 2002 and the related

consolidated statements of operations, stockholders' equity (deficit), and cash

flows for the years ended April 30, 2003, 2002, and 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 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

Net-Force Systems Inc. and Subsidiary as of April 30, 2003 and 2002, and the

consolidated results of their operations and their cash flows for the years

ended April 30, 2003, 2002, and 2001 in conformity with accounting principles

generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming

that the Company will continue as a going concern. As discussed in Note 4 to the

consolidated financial statements, the Company's recurring losses from

operations as well as the subsequent disposal of all operations and a working

capital deficit raise substantial doubt about its ability to continue as a going

concern. Management's plans concerning these matters are also described in Note

4. The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

HJ & Associates, LLC

Salt Lake City, Utah

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

NET-FORCE SYSTEMS INC. AND SUBSIDARY

Notes to the Consolidated Financial Statements

April 30, 2003, 2002 and 2001

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated on March 1, 1999 under the International

Business Corporations Act No. 28 of 1982 of the laws of Antigua and

Barbuda as Net-Force Systems Inc.

The Company will be engaged in all business activities permitted under

the International Business Corporations Act of 1982 except

International Banking, Trust and Insurance. It will generally carry on

the business of an investment and holding company.

On August 5, 1999, a wholly-owned subsidiary, Net Force Entertainment

Inc. (Entertainment), was incorporated under the International

Business Corporations Act No. 28 of 1982 of the laws of Antigua and

Barbuda. This subsidiary company will be engaged in all aspect of

International betting, gaming, sports betting and bookmaking but with

a major emphasis on internet gaming.

The Company reentered the development stage in the first fiscal

quarter of 2004 due to the sale of Entertainment to a company

controlled by the Company's president (See Note 11).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's financial statements are prepared using the accrual

method of accounting. The Company has elected an April 30 year-end.

b. Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average

number of shares of common stock outstanding during the period.

NET-FORCE SYSTEMS INC. AND SUBSIDARY

Notes to the Consolidated Financial Statements

April 30, 2003, 2002 and 2001

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Provision for Taxes

The Company's operations are within the Jurisdiction of St. John's,

Antigua, where there is no corporate income tax.

d. Cash and Cash Equivalents

The Company considers all highly liquid investment with a maturity of

three months or less when purchased to be cash equivalent.

e. Principles of Consolidation

The April 30, 2003 financial statements are consolidated with the

Company and Entertainment. All significant intercompany accounts and

transaction have been eliminated.

f. Property and Equipment

Office equipment and leasehold improvements are recorded at cost.

Minor additions and renewals are expensed in the year incurred. Major

additions and renewals are capitalized and depreciated over their