INTERNATIONAL CARD ESTABLISHMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                       July 26, 2002
                                                                      (inception) to
                                                                        December 31,
                                                               2003             2002
                                                         __________    _____________

Cash Flows From
Operating Activities
    Net loss                                             $ (432,896)      $ (17,416)
    Depreciation and amortization                             1,213               0
    Provision for income taxes                             (114,000)              0
    Adjustments to reconcile net loss to cash
         used in operating activities:
    Changes in assets and liabilities
    Increase in accounts receivable                         (57,251)       (103,663)
    Increase in inventories                                 (12,832)              0
    Increase in other receivables                          (168,016)              0
    (Increase) decrease in prepaid expenses                     196          (8,543)
    Increase in bank overdraft                              112,013          20,583
    Increase in accounts payable                            189,037          67,187
    Increase in accrued expenses                            475,370          21,852
                                                         __________       _________

         Net cash (used in) operating activities         $   (7,166)      $ (20,000)
                                                         __________       _________

Cash Flows From Investing Activities
Acquisitions, net of cash acquired                       $ (298,217)      $       0
Purchase of property and equipment                           (5,309)              0
                                                         __________       _________

         Net cash (used in) investing activities         $ (303,526)      $       0
                                                         __________       _________

Cash Flows From Financing Activities
Proceeds from
Issuance of common stock                                 $        0       $  20,000
Proceeds from additional paid-in capital                     60,000
Proceeds from common stock subscribed                       263,100               0
                                                         __________       _________

         Net cash provided by financing activities       $  323,100       $  20,000
                                                         __________       _________

         Net increase in cash                            $   12,408       $       0

Cash, beginning of period                                $        0       $       0
                                                         __________       _________

Cash, end of period                                      $   12,408       $       0
                                                         ==========       =========


Supplemental disclosure of cashflow information
Cash paid for interest                                   $       66       $      35
                                                         ==========       =========


          See Accompanying Notes to Consolidated Financial Statements.