Biolargo, Inc. – ‘10KSB’ for 12/31/02

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       73    399K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      2±     9K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      1      7K 
 4: EX-3.5      Articles of Incorporation/Organization or By-Laws      9     49K 
 9: EX-10.10    Material Contract                                     18     52K 
10: EX-10.11    Material Contract                                     14     56K 
11: EX-10.12    Material Contract                                     16     47K 
12: EX-10.13    Material Contract                                     14     47K 
13: EX-10.14    Material Contract                                     20     46K 
 5: EX-10.3     Material Contract                                     12     56K 
 6: EX-10.4     Material Contract                                     11     56K 
 7: EX-10.5     Material Contract                                     27    111K 
 8: EX-10.6     Material Contract                                      6     21K 
14: EX-21.1     Subsidiaries of the Registrant                         1      7K 
15: EX-99.1     Miscellaneous Exhibit                                  1      8K 

10KSB   —   Annual Report — Small Business
Document Table of Contents

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

 FORM 10-KSB
(Mark One)                                                                      

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002                             

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________TO __________               

COMMISSION FILE NUMBER: 33-43423

NUWAY MEDICAL, INC. F/K/A NUWAY ENERGY, INC.
(Exact name of Registrant as specified in its charter)

       DELAWARE                                 65-0159115
       --------                                 ----------
 (State or jurisdiction of incorporation or    (IRS Employer Identification No.)
organization)                                     

 23461 SOUTH POINTE DRIVE, SUITE 200, LAGUNA HILLS, CA 92653
 -----------------------------------------------------------
 (Address of principal executive offices, Zip Code

Registrant's telephone number, including area code: (949) 454-9011

Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.00067 Par Value

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) been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].       

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

Issuer's revenue for its most recent fiscal year: $   -0-                       
                           -------

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 June 30,
2002 was $1,187,312.                                                            

The number of shares  outstanding  of the issuer's  class of common equity as of
May 22, 2003 was 31,040,911.                                                    

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]      

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TABLE OF CONTENTS                                                                                       

PART I                                                                                                  

ITEM 1. DESCRIPTION OF BUSINESS                                                                  Page 3 
-------------------------------                                                                         
ITEM 2. DESCRIPTION OF PROPERTY                                                                 Page 16 
-------------------------------                                                                         
ITEM 3. LEGAL PROCEEDINGS                                                                       Page 17 
-------------------------                                                                               
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                     Page 17 
-----------------------------------------------------------                                             
PART II                                                                                                 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS                               Page 18 
-----------------------------------------------------------------                                       
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION    Page 20 
--------------------------------------------------------------------------------------------            

ITEM 7. FINANCIAL STATEMENTS                                                                    Page 31 
----------------------------                                                                            
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE            
--------------------------------------------------------------------------------------------            
                                                                                                Page 31 
PART III                                                                                                

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION   Page 31 
----------------------------------------------------------------------------------------------          
16(A) OF THE EXCHANGE ACT                                                                       Page 34 
-------------------------                                                                               
ITEM 10. EXECUTIVE COMPENSATION                                                                 Page 35 
-------------------------------                                                                         
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                         Page 38 
-----------------------------------------------------------------------                                 
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                         Page 40 
-------------------------------------------------------                                                 
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                       Page 43 
-----------------------------------------                                                               
ITEM 14. CONTROLS AND PROCEDURES                                                                Page 43 
--------------------------------                                                                        
SIGNATURES                                                                                      Page 44 
----------                                                                                              
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,           
---------------------------------------------------------------------------------------------           
RULE 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002     Page 45 
-------------------------------------------------------------------------------------------             

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001                Page F-1
--------------------------------------------------------------------------------                        
EXHIBITS FILED WITH THIS REPORT                                                                         
-------------------------------                                                                         

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PART I                                                                          

ITEM 1.  DESCRIPTION OF BUSINESS                                                

OVERVIEW                                                      

NuWay Medical, Inc. (the "Company" or "NuWay") offers medical and health related
technology  products  and  services  with an  initial  focus on the  health  and
information software technology needs of the sports industry.                   

The Company's  primary product is its Player Record Library System  ("PRLS"),  a
highly  specialized  electronic  medical  record and workflow  process  software
application  designed to address the information  technology needs of the sports
industry  relating to player health  including the immediate need to comply with
the Health Insurance Portability and Accountability Act ("HIPAA").              

We market PRLS through our subsidiary NuWay Sports, LLC, a joint venture with ex
NFL football  players formed in December 2002.  NuWay Sports has recently signed
business  agreements  with several  National  Football League (NFL) teams and is
promoting  its  service  to  other  NFL  teams,  the NFL  League,  NFL  Trainers
Association,  NFL Players  Association and the NFL Player Safety  Council.  PRLS
will also be marketed to teams, leagues, and player associations in the National
Basketball Association (NBA), Major League Baseball (MLB), and other sports such
as hockey,  soccer,  boxing, motor sports, and entertainment  sports. PRLS would
benefit not only professional  sports, but also collegiate  programs and in some
cases, high school athletics.                                                   

With PRLS, player medical data and images (x-rays,  CT scans,  MRIs,  sonograms,
etc.) can be  electronically  acquired  and  archived  in a digital  format with
enough  resolution  to allow for medical  diagnostics.  The  database of scanned
images and associated  data is encoded,  encrypted and password  protected.  The
records  are  accessible  over a private  network  or the  Internet,  and can be
displayed,  analyzed,  and  interpreted  by team  doctors  and other  authorized
officials.  The system  provides  a complete  audit  trail of  keystrokes  and a
detailed workflow process for all users.                                        

Competitive athletes require health management and training on a continual basis
throughout  their  career and  NuWay's  PRLS helps  owners,  players,  trainers,
coaches,  physicians,   insurance  companies,  agents,  attorneys  and  business
managers  manage the  athlete's  health for maximum  performance.  Our marketing
slogan is "Maximum Technology for Maximum Performance."                         

BUSINESS DEVELOPMENT                                                            

NuWay was initially  organized as Repossession  Auction,  Inc. under the laws of
the State of  Florida  in 1989.  In 1991,  the  Company  merged  into a Delaware
corporation  bearing the same name. In 1994,  the Company's  name was changed to
Latin  American  Casinos,  Inc.  to  reflect  its focus on the gaming and casino
business in South and Central America,  and in 2001 the Company changed its name
to NuWay Energy, Inc. to reflect its new emphasis on the oil and gas development
industry.  During  October 2002 the Company's name was changed to NuWay Medical,
Inc. coincident with the divestiture of its non-medical assets and the retention
of new management with a new direction for the Company.                         

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PLAN TO CHANGE BUSINESS FOCUS AND TURN AROUND THE COMPANY                       

Dennis Calvert was appointed president and CEO by the board of directors on June
28, 2002 to develop and execute an overall plan to redirect  the  business  away
from its historically  unprofitable focus on slot machine rentals,  deep gas and
oil well exploration and cigar  distribution  towards its current business plan.
The board of directors  and certain  affiliates of the Company were aware of and
in  support  of that  plan.  That  plan  included  the  acquisition  of  certain
healthcare assets,  the infusion of operating  capital,  the sale or disposal of
certain non-medical assets, and execution of the business plan. Camden Holdings,
Inc invested $250,000 during 2002 and was the only source of investment  capital
during the year.  While Mr. Calvert was successful in redirecting  the Company's
business  focus,   $250,000  was  not  sufficient  to  accomplish  the  complete
turnaround  of the  business  and the  sale and  disposal  of  former  operating
divisions   generated  no  cash  to  the  Company   because  of  their   limited
marketability  and  increasing  liabilities.  These  factors  and the  increased
operational  activity of the Company led to a  significantly  increased level of
reliance  upon the  Company's  2002  Consultant  Equity  Plan and its 2003 Stock
Compensation Plan as more fully described in this filing document.              

During the first  quarter  ending March 31, 2003,  the Company made  substantial
progress in its new  business  plan,  creating a market ready  product,  landing
contracts  with  highly  valued  customers,  and,  according  to  customers  and
prospects  (and  in the  opinion  of  Management),  distinguishing  itself  as a
marketplace  leader in its area of expertise.  However,  the relative success or
failure of the new plan is not yet proven and  Management  believes it will only
be able to confirm that success when the Company achieves profitability.        

NAME CHANGE                                                   

On July 19, 2002, the board of directors  approved an amendment to the Company's
Certificate  of  Incorporation  to change the name of the  Company  from  "NuWay
Energy, Inc." to "NuWay Medical,  Inc." (the "Name Change"). On August 12, 2002,
consenting  stockholders  representing  3,930,183  shares  of a total  7,761,353
shares  outstanding  issued a  consent  approving  the Name  Change.  It was the
opinion of the Board and the  consenting  shareholders  that the Name Change was
desirable  to more  accurately  reflect the nature of the ongoing  business  and
operations of the Company.  The  effectiveness of the Name Change was subject to
our compliance  with  Regulation 14C of the Securities and Exchange Act of 1934,
as amended, and NASDAQ regulations,  including all requisite filings,  which was
accomplished.  The filing was made on  September  23,  2002 and the Name  Change
became effective October 30, 2002 upon the filing of the Amended  Certificate of
Incorporation with the Secretary of State of Delaware.                          

INCREASE IN AUTHORIZED SHARES                                 

On July 19, 2002, the board of directors  approved an amendment to the Company's
Certificate  of  Incorporation  increasing  the  authorized  common  stock  from
15,000,000  to  100,000,000  shares,  and  authorizing  the  issuance  of  up to
25,000,000  shares of preferred  stock,  with terms to be defined at the time of
issuance. As detailed in the Form 14C filed on September 23, 2002,  stockholders
owning  3,930,183  shares of the  7,761,353  total  shares of common  stock then
outstanding,  consented  to the  increase  in  authorized  common  stock and the
creation  of a  preferred  class of  25,000,000  shares.  The  amendment  to the
Certificate of Incorporation  was filed with the Delaware  Secretary of State on
December 27, 2002.                                                              

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PURCHASES NOT IN THE ORDINARY COURSE OF BUSINESS                                

GENESIS HEALTH TECH TRANSACTION                               

On June 28, 2002, the Company purchased certain assets from Genesis Health Tech,
Inc.  ("Genesis"),  a wholly owned subsidiary of Camden  Holdings.  These assets
included a database to be used for  marketing  NuWay's  products  and  services.
Genesis  compiled  this  database  over a  24-month  period  and it  includes  a
comprehensive listing of healthcare providers in the United States, representing
a valuable  marketing tool for phone,  mail and direct marketing  purposes.  The
total  purchase  price was satisfied by the issuance of 666,667  shares of NuWay
restricted  common stock. The transaction  received the consent of a majority of
the  stockholders.  As detailed  in the Form 14C filed on  September  23,  2002,
stockholders  owning  3,930,183  shares of the 7,761,353  total shares of common
stock then outstanding, consented to the transaction.                           

MED WIRELESS TRANSACTION                                      

By way of an agreement,  dated July 16, 2002,  and amended  August 21, 2002, the
Company acquired a 15-year,  fully paid license to certain technology (described
below) from Med  Wireless,  Inc.,  a Nevada  corporation  ("Med  Wireless").  As
detailed in the Company's prior filings,  pursuant to this license agreement (i)
the Company  would  license  from Med Wireless all of its rights and interest in
certain  software  applications  relating to the movement of medical  images and
data over the  Internet and via  handheld  wireless  devices as well as customer
lists; (ii) Med Wireless would assign its customers and distribution  agreements
related to the  licensed  intellectual  property to the  Company;  and (iii) the
Company would assume  $1,120,000  of  outstanding  debt. In return,  NuWay would
issue to the Med Wireless  shareholders  6,600,000 shares of NuWay's  restricted
common  stock.  When  effectuated,  the Med Wireless  Agreement  resulted in Med
Wireless   shareholders  owning   approximately  44  percent  of  the  Company's
outstanding  shares.  Two affiliated  parties (Camden Holdings,  Inc. and Summit
Healthcare,  Inc.),  each  with  minority  interests  in the  Company,  also own
minority  interests in Med Wireless either directly or indirectly.  Shareholders
owning 3,930,183  shares of the 7,761,353  shares then outstanding  consented to
the transaction  with Med Wireless.  As a result of Mr.  Calvert's  agreement to
become  the  president  of Med  Wireless,  Inc.  on or about June 15,  2002,  he
received in the name of New Millennium Capital Partners, LLC a right to, but not
the  actual  certificates  for,  a total  of  1,327,700  shares  of stock in Med
Wireless, Inc., representing 9.9% of the total number of shares of Med Wireless,
Inc., and received those shares by virtue of a corresponding reduction of shares
then currently held by Camden Holdings,  Inc.,  which,  upon its effective date,
resulted in New Millennium  Capital  Partners,  LLC receiving  600,000 shares of
NuWay from the Med Wireless transaction with NuWay. Mr. Calvert was asked by the
board of directors to become president of NuWay Medical, (formerly NuWay Energy,
Inc.)  for the  purpose  of  executing  the Plan to  Change  Business  Focus and
Turn-Around the Company as referenced above.                                    

Med Wireless  develops  applications  for the medical  industry that  integrates
software,  hardware,  wireless  technology  and  broadband  delivery  systems to
improve  communications,  increase  diagnostic  accuracy,  and provide efficient
storage and retrieval of clinical information via the Internet.  Over the course
of four years of research and development,  Med Wireless represented that it had
spent nearly  $5,000,000  to create a broad range of  technology  solutions  for
hospitals,   physicians,  physician  practice  groups,  nurses,  administrators,
laboratories, pharmacies, and other provider organizations.                     

One  portion of this  technology  known as  "MedCast"  was key to NuWay  Sports'
ability to quickly  implement its PRLS system while  realizing  significant  R&D
savings. MedCast technology allows for the acquisition,  delivery and storage of
ultrasound,  MRI, X-RAY and CAT Scan images over a secure  wireless or broadband
connection,  assuring  the highest  quality and  broadest  availability  of this
medical information.  Med Wireless' proprietary compression algorithms allow for
real-time  transmission of "diagnostic quality" medical images over the Internet
to be viewed online in real time.                                               

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With a few  modifications,  Med  Wireless's  unique  MedCast  communication  and
compression technologies and high-availability server clusters formed the robust
backbone of PRLS. With these key technology  elements in place, NuWay Sports was
able to focus its  resources on developing  the front-end and user  interface of
the PRLS product.                                                               

FORMATION OF NUWAY SPORTS, LLC                                

In December 2002, NuWay entered into a joint venture  agreement with Rasheed and
Associates  (founded  by former  NFL  player and  Academic  All-American  Kenyon
Rasheed) to form a California  limited  liability  company  called "NuWay Sports
Medicine  Ventures,  LLC." The LLC was formally  registered  with the California
Secretary of State during  January 2003 and the name was later changed to "NuWay
Sports LLC" ("NuWay Sports"). NuWay Sports is owned 51 percent by NuWay Medical,
Inc. and 49 percent by Rasheed and Associates.                                  

SALES OF ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS        

In order to focus on our primary business opportunity,  we divested our non-core
businesses during the year 2002. These businesses included a slot machine rental
and  remanufacturing  subsidiary in South and Central America,  the distribution
and sale of premium brand cigars,  and an oil and gas development  subsidiary in
Canada. The stock of both the slot machine rental  subsidiaries  (Latin American
Casinos Del Peru S.A.,  a Peruvian  corporation  and Latin  American  Casinos of
Colombia LTDA, a Colombian corporation),  and the oil and gas subsidiary,  NuWay
Resources,  Ltd.,  were sold  effective  October 1, 2002. The cigar business was
shut down and discontinued effective November 30, 2002.                         

A description of the discontinued operations is as follows:                     

          LATIN AMERICAN CASINOS SUBSIDIARIES - HISTORY AND SALE

The  Company  entered  the  gaming and casino  industry  in Peru in 1994.  Since
January  1995,  the Company had been engaged in the renting of slot machines and
other  gaming  equipment to licensed  gaming  establishments  in various  cities
through its wholly owned  subsidiaries  Latin American  Casinos Del Peru S.A., a
Peruvian  corporation  and Latin American  Casinos of Colombia LTDA, a Colombian
corporation.  In 1994, the Company formed its Peruvian  subsidiary,  and in late
1995 the Company formed its Colombian subsidiary.                               

The  Company had  concentrated  its efforts on the rental of used five reel slot
machines.  These  machines  were  purchased  at a  fraction  of the  cost of new
machines  and were  refurbished  for use in South  and  Central  America.  As of
September  30, 2002,  the Company had  approximately  300 machines  under rental
contracts in Peru and Colombia.                                                 

On December 15, 2002, the Company  entered into an agreement to sell 100 percent
of the stock of the Latin American Casinos subsidiaries,  with an effective date
of  October  1,  2002.  The  Company  realized  no cash  from  the sale of those
operating units, but was able to contractually insure that NuWay would retain no
liabilities  related to this business  after October 1, 2002. As a result of the
sale,  the Company  recorded a loss of $1,376,733  during the fourth  quarter of
2002.                                                                           

       WORLD'S BEST RATED CIGAR COMPANY - HISTORY AND SALE

In September 1997, the Company incorporated World's Best Rated Cigar Company, as
a wholly owned subsidiary to distribute premium cigars within the United States.
During  November 2002, the Company  discontinued  operations and disposed of the
remaining  inventory  and other  assets.  A loss of $179,750 was recorded in the
fourth quarter of 2002 as a result of this disposal.                            

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NUWAY RESOURCES, LTD. - HISTORY AND SALE    

Since  July  2001,  the  Company  directed  part of its  efforts  to oil and gas
exploration  and  development in Canada.  The Company  (through its wholly owned
subsidiary NuWay Resources,  Ltd., a Nevada corporation)  purchased a 30 percent
working  interest  in the Superb area of  Saskatchewan,  Canada and a 20 percent
working interest in the Altares Gas project in Northeast British  Columbia.  The
subsidiary's  ownership  interests  in the  oil  fields  were  characterized  as
"minority"  ownership working interests.  This classification  meant that future
development  and  capital  expenditures  and  losses  would be  directed  by the
controlling  owners,  (who were parties  unaffiliated  with the Company) and not
NuWay.  Despite  that lack of control,  NuWay would  continue to be obligated to
share in the costs on a pro-rata basis.                                         

While  these  properties  had  proven  reserves  of oil  and  natural  gas,  the
controlling owners ultimately found the extraction and processing of the natural
reserves had become too  difficult and too costly to continue.  Neither  project
had  generated  positive  cash  flow to  NuWay  after  considering  the  cost of
development and administrative and management expenses. Further, neither project
had any  expectation  of  generating  positive  cash flow to the Company for the
foreseeable  future,  and as a working interest owner, the NuWay would be liable
for the cost of continued development,  maintenance and re-drilling efforts. The
managing owners of the properties have significant  ownership interests in other
oil and gas projects and they had  communicated  to  management  their intent to
invest their resources in other projects, rather than focus on these properties.

On September 3, 2002, the Company  indicated in a press release that it intended
to spin off the oil and gas  subsidiary  NuWay  Resources,  Ltd. into a separate
public  company.  At that time, the Company began  negotiations  with the senior
ownership  party in Canada to determine the value and explore the feasibility of
such a plan.  At the same time,  the  Company  began a process to  determine  if
additional energy related assets could be acquired by the subsidiary as part and
parcel to the spin-off.  Management was notified during these  negotiations  (in
the fourth  quarter)  that the senior  management  partner  intended to redirect
their business focus away from these assets and into more lucrative  properties.
The  uncertainty  as to  the  future  disposition  of the  assets,  as  well  as
uncertainty  of the potential for  additional  capital call  provisions and thus
unknown future liabilities made the spin-off unworkable.                        

NuWay  entered  into an  agreement on December 15, 2002 with Summit Oil and Gas,
Inc. to sell the stock of NuWay  Resources,  Ltd. for $100,000 less  outstanding
liabilities.  The  Company  realized  no cash  from the sale of these  operating
units,  but was able to  contractually  insure  that it  would  not  retain  any
liabilities  beyond  October  1,  2002.  In  conjunction  with the sale of these
operations,  NuWay  recorded a loss of $1,290,948  during the fourth  quarter of
2002.                                                                           

BUSINESS OF THE COMPANY                                                         

COMPANY OVERVIEW                                                                

NuWay offers medical and health related technology products and services with an
initial focus on the health and  information  software  technology  needs of the
sports industry.                                                                

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The Company,  through its joint-venture  subsidiary,  NuWay Sports, LLC, markets
the "Player Record Library System",  or "PRLS". PRLS (described in detail below)
is an  electronic  medical  record and  workflow  process  software  application
designed to address the specialized  information  technology needs of the sports
industry  relating to player health  including the immediate need to comply with
the Health Insurance Portability and Accountability Act ("HIPAA").              

The Company also is involved in sports event management services as demonstrated
in its work with the Texas Sports Combine  described below. It has invested time
and development in an ultrasound  rental business subject to financing which has
yet to be obtained.                                                             

While the Company's  competition is robust and highly  competitive,  the Company
distinguishes  itself by its uniquely designed and sports oriented focus for its
niche  market.  The Company  acquired  its core  technology  through its 15 year
license agreement with Med Wireless and has invested considerable time and money
with a  technology  development  team that  continues  to enhance and update the
products.  At the current  time,  the  Company is reliant on a narrowly  defined
sports  industry  customer base for its primary  source of revenue.  The Company
expects  to apply its  technology  to  additional  vertical  markets as they are
identified. The core technology is unique, proprietary and custom designed.     

MANAGEMENT                                                                      

Our  management  has been active in the  healthcare  industry since 1986 and has
experience and demonstrated  competency in the creation,  transfer,  management,
compression, communication, storage and organization of medical information in a
digital  format.  Our  information  technology  team  was  instrumental  in  the
development  of the  technology  developed by Med Wireless and licensed by NuWay
Medical prior to the formation of NuWay Sports. Furthermore,  members of NuWay's
business team, including Mr. Calvert and several  consultants,  were competitive
athletes in collegiate  Division I basketball,  collegiate  Division I baseball,
collegiate Division I football,  professional soccer,  professional baseball and
motocross. Having dedicated a significant portion of their lives to sports, they
are familiar with player and team healthcare needs.                             

PRODUCTS AND SERVICES                                                           

The  Company's  products and services  consist at the present time of its Player
Record Library System, its event management services,  and its Ultrasound rental
program. Each of these is described below.                                      

PLAYER RECORD LIBRARY SYSTEM ("PRLS")                         

The  proprietary  Player Record Library  System,  ("PRLS") PRLS is an electronic
medical record and work flow process  software  application  designed to address
the highly  specialized  information  technology  needs of the  sports  industry
relating to player health. PRLS gathers images  electronically,  organizes them,
hosts them,  and  distributes  them to authorized  end users.  It is designed to
deliver vital player  medical  information  at the point of need. It helps teams
comply  with  the   requirements  of  the  Health   Insurance   Portability  and
Accountability  Act  ("HIPAA").  The name Player  Record  Library  System is the
creation  of  Rasheed  and  Associates  and was  marketed  under  that  name for
approximately  18 months prior to the formation of NuWay Sports,  LLC. This name
and its use was  contributed  to NuWay Sports by Rasheed and  Associates  at the
inception of NuWay Sports LLC.                                                  

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Competitive athletes require health management and training on a continual basis
throughout  their  career and  NuWay's  PRLS helps  owners,  players,  trainers,
coaches,  physicians,   insurance  companies,  agents,  attorneys  and  business
managers monitor and manage the player's health for maximum performance.        

With PRLS, player medical data and images (x-rays,  CT scans,  MRIs,  sonograms,
etc.) can be  electronically  acquired,  and  archived in a digital  format with
enough  resolution  to allow for medical  diagnostics.  The  database of scanned
images and associated  data is encoded,  encrypted and password  protected.  The
records  are  accessible  over a private  network  or the  Internet,  and can be
displayed,  analyzed,  and  interpreted  by team  doctors  and other  authorized
officials.  The system  provides  a complete  audit  trail of  keystrokes  and a
detailed workflow process for all users.                                        

The PRLS system  incorporates  "MedCast"  technology licensed from Med Wireless,
Inc. MedCast enables the acquisition,  delivery and storage of ultrasound,  MRI,
X-RAY  and CAT Scan  images  over a secure  wireless  or  broadband  connection,
assuring  the  highest  quality  and  broadest   availability  of  this  medical
information.  Med  Wireless'  proprietary  compression  algorithms  allowed  for
real-time  transmission of "diagnostic quality" medical images over the Internet
to be viewed online in real time.                                               

At the core of the MedCast  solution is a cluster of powerful  database  servers
running the Sybase relational database. These "DICOM-compliant" PACs servers are
designed to maintain data  integrity and ensure secure  communication  utilizing
industry-standard 128-bit encryption.  100 percent fault tolerant servers are an
integral part of the MedCast  solution.  High availability is achieved by use of
"fail over" clusters,  in which resources can automatically move between several
nodes in the event of a failure.  Scalability  is achieved by balancing the load
of an application across several servers.                                       

The  MedCast  software  solution   consists  of  3  key  modules:   Acquisition,
Communication and Access.  The Acquisition Module is responsible for interfacing
with  industry  standard  DICOM-compatible  medical  devices  for the purpose of
acquiring medical image data and passing it on to a Communications  Module.  The
latter module is responsible for Compression,  Encryption and Secure Transfer of
acquired  medical data to our secure data storage  facility.  The Access  module
allows authorized  healthcare personnel to seamlessly access stored medical data
over the Internet.  The ccess module  utilizes  Secure Socket Layers and 128-bit
encryption to ensure security of the sensitive medical data transmitted over the
Internet.                                                                       

With  a  few  modifications,  MedCast's  unique  communication  and  compression
technologies,  and high-availability  server clusters formed the robust backbone
of PRLS. With these key technology  elements in place,  NuWay Sports was able to
focus its resources on developing the front-end and user interface for PRLS.    

The  basic  PRLS  software  application  will be sold on a license  basis.  Each
license sold will also have an annual  maintenance  fee at an amount equal to 20
percent to 30 percent of the initial cost of the application.                   

THE OPPORTUNITY                             

The PRLS system helps reduce liability cost at both the team and league level by
providing athletic trainers and their medical staff detailed  information at the
point of treatment. In the last year, for example, teams, leagues and university
athletic  departments  have  faced  litigation  brought  by  athletes  (or their
families)  totaling  more than $600  million  (notable  examples  include  suits
brought by the families of Rashidi Wheeler of Northwestern  University and Korey
Stringer of the NFL Minnesota Vikings).                                         

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TARGET MARKET FOR PRLS                      

We intend to sell a menu of sports  related  products and  services  through our
subsidiary,  NuWay Sports with an emphasis on our Player Record Library  System,
("PRLS").                                                                       

NuWay Sports is actively  marketing the PRLS system  throughout the professional
and collegiate sports industry.  The initial response has been encouraging.  The
flexibility of the core  technology was  demonstrated by the Company's rapid and
successful  implementation  of a scaled down version of the PRLS product for the
2003 NFL Combine, which took place in Indianapolis, Indiana the week of February
17,  2003.  The Company is  promoting  its full scale PRLS  product to other NFL
teams, the NFL League, and NFL Players  Association.  PRLS will also be marketed
to other teams, leagues, and player associations such as the National Basketball
Association  (NBA),  Major League  Baseball  (MLB),  and other sports  including
hockey, soccer, boxing, motor sports, and entertainment sports. PRLS can benefit
not only men's and women's professional sports, but also collegiate programs and
in some cases, high school athletics.                                           

Professional sports in the United States includes 32 NFL Teams, 30 NBA Teams, 30
NHL Teams,  30 MLB Teams,  12 MLS Teams,  8 WUSA  Teams,  19 AFL Teams,  16 WNBA
Teams,  115 Division 1A Athletic  Departments,  50 CONCACAF  International  Club
Soccer  Teams,  250  collegiate  Division  1AA  Athletic   Departments,   40,000
high-schools,  and players' unions for each of the professional  sports leagues.
PRLS is also suited to boxing,  extreme sports,  entertainment  sports and motor
sports.                                                                         

SALES AND IMPLEMENTATION                    

Rasheed and  Associates,  managed by Kenyon  Rasheed,  leads the sales effort on
behalf of NuWay Sports.  Rasheed and Associates'  sales force is comprised of an
extensive  network of former  professional and collegiate  athletes who have the
contacts  and  relationships  to  reach  out  to  most  of  the  major  sporting
organizations  in the United  States and to expand that reach  worldwide.  NuWay
Medical is funding the  development  of NuWay Sports'  products and is providing
additional management support.                                                  

2003 NFL COMBINE                            

NuWay Sports was invited to participate in the 2003 NFL Combine held the week of
February 17, 2003, in Indianapolis Indiana. The "NFL Combine" is an annual event
held by the NFL to evaluate the top collegiate prospects available for selection
in the  upcoming  NFL  draft.  These NFL  prospects  are put  through  intensive
physical,  mental,  athletic and medical  evaluations  by coaches,  trainers and
doctors for the benefit of NFL owners,  trainers and team physicians.  The teams
use this  information in evaluating  which athletes to draft with their valuable
and limited draft choices.                                                      

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NuWay Sports  contracted with the NFL Combine to implement a scaled down version
of its PRLS system to digitally  store the medical  records  created at the 2003
NFL Combine.  After the Combine was  completed,  the Company was given access to
the  approximately  60,000  medical  images taken of the draft  prospects and we
converted those images to a digital format and implemented a proprietary  system
for use by the NFL teams.  The Company  sold access to these  images to 18 of 32
NFL  teams  and  acted  on  this  business  opportunity  in less  than 30  days.
Additionally,  NuWay  Sports  trained  each team on the  system  and was able to
provide a real time demonstration for each NFL team under contract.             

SPORTS EVENT MANAGEMENT SERVICES            

In addition to PRLS,  NuWay Sports offers its clients  sports  industry  related
events and  promotion  services,  product and services  marketing  and sales and
distribution  services. A recent example of the Company's  involvement in sports
event management is the Texas Sports Combine.                                   

TEXAS SPORTS COMBINE                        

The Texas  Sports  Combine was held on May 17,  2003 on the campus of  Houston's
Reliant Park.  Approximately 6,000 high school athletes from the greater Houston
Metropolitan  area were  registered  to attend.  The  Combine is an event  where
physicians  from the  Baylor  Sports  Medicine  Institute  in  partnership  with
physical therapists from The Institute of Rehabilitation Research (TIRR) provide
thorough physical exams for the high school athletes attending,  as required for
their  participation in athletics.  The player participants also enjoy a variety
of  entertaining  activities  and  interesting  exhibitions.  NuWay was asked to
assist in the event as a co-event  coordinator to help bring current and retired
professional  athletes  to  interact  with the high  school  students  and their
parents  as  well as  facilitate  informal  discussions  on  recruiting,  sports
specific training,  life as a student athlete or professional  athlete,  etc. We
assisted in securing corporate participation to help underwrite the costs of the
event for this year and future events.  We will work with Baylor Sports Medicine
Institute  to create a PRLS  library of the reports  generated  for each athlete
attending the event.                                                            

ULTRASOUND AND MED WIRELESS RELATED ASSETS                    
Included in the license from Med Wireless,  Inc. were relationships developed by
Med Wireless for the  distribution  of  ultrasound  machines  used  primarily by
obstetricians.  The Company  developed a sale and  leaseback  program and made a
public  announcement  by press release on January 7, 2003, that it received over
$7  million  in orders  that were  contingent  on  obtaining  financing  for the
equipment.  The sale and  leaseback  program was  designed to provide  inventory
financing for the Company.  Under this plan,  the Company would sell  ultrasound
machines to third parties who would then in turn lease back the equipment to the
Company.  The Company  then would rent the  machines to medical  providers  at a
premium to its cost.  The $7 million in orders  were  comprised  of 33  separate
orders by third parties for machines at a cost of $224,178 per machine. However,
as  disclosed  in the press  release,  financing  was  necessary to complete the
sales. The Company also indicated that with financing in place it expected to be
able to  generate  more than $20  million in sales  during the first  quarter of
2003.  This  expectation  was based on the speed in which we obtained the orders
and  management's  discussions  with finance  brokers  regarding  the  Company's
ability  to obtain  financing  for these  orders.  Since that  announcement  the
Company  spent  considerable  effort  to  obtain  financing  for  these  orders,
including the retention of multiple finance brokers. However, despite these best
efforts,  the  Company  has yet to  obtain  financing  for this  equipment.  The
principal  reason  these  orders  have not  been  financed  successfully  is the
Company's lack of credit worthiness.  However,  the business opportunity related
to the  ultrasound  lease  program  remains  viable  and  management  intends to
continue to review financing options and business  opportunities  related to the
ultrasound  business when the Company has sufficient credit resources to qualify
as a borrower as well as evaluate its practical  execution in light of all other
business developments in the Company at the time it is financially feasible.    

THE MARKET                                                                      

The  Company's   intellectual   property  and  core   technology  has  practical
applications and business opportunities in multiple industries.  The Company has
demonstrated  its  ability  to rapidly  take  advantage  of these  opportunities
through its  successful  execution of NuWay  Sports'  PRLS  product  offering to
service the 2003 NFL Combine.                                                   

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NuWay Sports is actively  marketing the PRLS system  throughout the professional
and collegiate sports industry.  The initial response has been  encouraging.  In
addition to its success at the NFL Combine (discussed above) it is promoting its
service to other NFL teams, the NFL League,  and NFL Players  Association.  PRLS
will also be marketed to teams, leagues, and player associations in the National
Basketball Association (NBA), Major League Baseball (MLB), and other sports such
as hockey,  soccer,  boxing,  motor sports, and entertainment  sports.  PRLS can
benefit not only professional  sports, but also collegiate  programs and in some
cases, high school athletics.                                                   

Professional sports in the United States includes 32 NFL Teams, 30 NBA Teams, 30
NHL Teams,  30 MLB Teams,  12 MLS Teams,  8 WUSA  Teams,  19 AFL Teams,  16 WNBA
Teams,  115 Division 1A Athletic  Departments,  50 CONCACAF  International  Club
Soccer Teams, 250 Division 1AA Athletic  Departments,  40,000 high-schools,  and
Player's Unions for each the Professional Sports Leagues. PRLS is also suited to
boxing, extreme sports, and entertainment and motor sports.                     

OTHER OPPORTUNITIES                                                             

The core technology, which comprises database management, communications systems
integration,  user interface design and integration,  web design, and e-commerce
solution   capabilities,   has  practical   applications  that  create  business
opportunities in multiple industries. For example, the same advanced compression
technology that enables MedCast transmissions also enables us to offer hospitals
an  inexpensive  storage  solution  to meet  federal  mandates  for  maintaining
archival copies of diagnostic images. In addition to handling diagnostic imagery
recorded  through  MedCast,  our data  storage  service is  designed  to provide
secure, off-site back up of a myriad of other medical records.                  

The Company  intends to offer these  applications  and service  capabilities  to
other  companies on a contract basis. In addition to sports medicine and broader
medical  applications,  there are numerous other potential  vertical markets for
the core technology. Some examples include:                                     

1.       Department of Defense                                                  
2.       Human Resources                                                        
3.       Employers with High Physical Wellness Requirements (examples)          
a.       Law Enforcement                                                    
b.       Emergency Personnel                                                
c.       Public Transportation Services                                     
4.       Health/Life Insurance Underwriting                                     

NuWay Sports has an extensive  network of  relationships in the sports industry.
The Company is able to tap a worldwide network of former  professional  athletes
and related  professionals to assist in the deployment of products and services.
In addition to PRLS, NuWay Sports offers its clients sports event management and
promotion  services,  product and  services  marketing,  sales and  distribution
services.                                                                       

The Company  intends to pursue  these  opportunities  as they  materialize.  The
Company  also  intends to acquire  companies  to take  advantage of economies of
scale and  vertical  market  opportunities  as well as pursue  similar  business
opportunities like NuWay Sports.                                                

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COMPETITION                                                                     

There are several  companies  offering HIPAA compliance  software  solutions and
medical image transfer/management systems. Many are considerably larger and have
greater  financial  resources than NuWay  Medical.  There are few that integrate
systems to a unique  customer  workflow and even fewer  marketed in the way that
NuWay markets its products. NuWay Sports is unique in its exclusive focus on the
sports industry.                                                                

The field is highly  competitive  and we compete with  companies that are better
established  and better  capitalized.  The Company  distinguishes  itself by its
product  design,  user  interface  and  proprietary  distribution  and marketing
capabilities.                                                                   

Compared to competitive  products or the closest  products  available  today the
Company's  products are uniquely designed and geared towards the sports industry
and they can  support  its  site-specific  design  and build  capabilities.  The
ability  to adapt  systems  to the  needs  of a  specific  location  is a unique
capability.                                                                     

Significant competitors of whom the Company is aware are as follows:            

GE MEDICAL SYSTEMS                                            

         GE  Medical  Systems  Information  Technologies  is  a  leading  global
         provider of integrated  clinical workflow  solutions for the healthcare
         industry.  They  are  well  capitalized  and  established.   They  help
         healthcare  providers  streamline  their  workflow  and move  patients,
         resources,  and  information  across the continuum of care with maximum
         efficiency.  They combine advanced medical technologies and algorithms,
         with  years  of  clinical  workflow  experience  and   industry-leading
         healthcare  IT expertise.  They back it all with support.  GE generates
         more than $11 billion in annual  revenues and of that, the  information
technology division represents more than $2 billion.          

Data Acquisition and Analysis Systems offered by GE include:  

          -    Monitoring  systems and cardiac  devices  that  acquire  clinical
data.                                             

          -    Communication  Networks:  GE's Unity Network(R) offers the option
  of real-time, wireless and broadband communications.

          -    Information Systems: GE's Centricity Information Systems provides
               a comprehensive central,  source of patient and clinical data, to
enable faster diagnosis and better treatment.     

          -    Services:  GE offers a portfolio of IT Professional  Services for
               network design, application development, and systems integration,
as well as Technical Support Services.            

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SIEMENS                                                       

         Siemens  offers a wide  array  of  technologically  advanced  solutions
         including  the new  Online  Medical  Record  module,  which runs on the
         proven Siemens Enterprise  Document  Management  Platform.  The Siemens
         Online Medical Record with a browser-based user interface acts as an ex
         tension of patient  management and clinical  applications  as well as a
bridge to a web-based, paperless environment.                 

ERGO PARTNERS (EMERITUS)                                      

         Ergo  Partners  has a  sophisticated  Electronic  Medical  Record (EMR)
         software system,  called "EMERITUS," for physician and nursing clinical
         documentation.    It   is   a   patient-centric   electronic   clinical
         documentation  system. It combines Ergo's Health  Observation  Language
         with industry  standard  languages into a vast collection of dialogs to
         support  clinical  documentation.  Emeritus  utilizes  a  comprehensive
         selection  of  researched   clinical   languages  to  provide  clinical
         documentation  of the  patient  encounter  involving  all  health  care
         disciplines  and in all health care  settings.  Physicians,  Physicians
         Assistants,  Nurse Practitioners,  Nurses, Therapists and Aides can all
         use EMERITUS to facilitate a complete patient medical record.  Complete
clinical  detail can be recorded at the point of care.        

MAGNA  INFOTECH                                               

         Magna EMR is a comprehensive,  customizable,  Electronic Medical Record
         system for doctors and hospitals.  Magna EMR is secure, and the patient
         registration data is saved in the encrypted format, for extra security.

COMMEDICA LTD.                                                
         ComMedica offers three technology solutions. PIRILIS includes a central
         database combining  workflow  capability,  compression,  encryption and
         DICOM in a single  solution for managing  patient  information  for the
         delivery   of   patient   care   across   radiology,   cardiology   and
         ophthalmology.  ComMedica  claims to bring  immediate  competencies  in
         clinical  data  and  image  handling  through  their  three  technology
         offerings:  ComMedica Image Viewer, ComMedica PACS Broker and ComMedica
         Image Server.  The ComMedica  Image Viewer claims to be one of the most
         complete and  powerful  DICOM  Viewers on the market  today  capable of
         handling DICOM files of any modality (X-Ray angiogram,  ultrasound, CT,
         MRI, Nuclear Medicine), compression, depth or color. The ComMedica PACS
         Broker connects Imaging  departments such as radiology,  cardiology and
         ophthalmology  to the  various  information  systems  in  the  hospital
         including diverse imaging modalities,  physiological recording devices,
information and administrative software.                      
         According  to  ConMedica's  website,   "ComMedica's  flagship  product,
         PIRILIS,  is the world's most  sophisticated  web-based clinical record
         system.  At the  heart  of  PIRILIS  is a  central  database  combining
         workflow   capability,    exceptional    compression   and   encryption
         technologies  for medical data and images,  and ComMedica's  unique and
         complete DICOM library. The result is a powerful universal solution for
managing patient information.                                 

         PIRILIS allows all forms of health record, including textual, graphical
         and complex imaging data to be shared securely at the point of clinical
         decision-making  -  anywhere  and  any  time  using  any  browser  on a
         web-connected   computer.   PIRILIS  is  a  scalable  solution,   which
         integrates  seamlessly into existing systems,  thereby  capitalizing on
previous investments in hardware and software."               

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         Rasheed and Associates  worked with ComMedica for  approximately  seven
         months  during  2002 to develop a product  specifically  for the sports
         markets,  prior to forming the  relationship  with  NuWay.  Rasheed and
         Associates  consulted with the staff at ComMedica about its experiences
         in  the  sports  market  and  his  research  about  how to  serve  that
         clientele. Prior to Rasheed and Associates' involvement,  ComMedica had
         no  sports  specific  product.  That  relationship  ended  prior to the
         formation  of NuWay  Sports,  LLC when the  parties  could not agree on
economic terms.                                               

SDMS LTD.                                                     
         SDMS  Ltd is a  leading  UK  provider  of Staff  Development,  Training
         Administration,  Personnel,  and Human Resource  Management Systems and
         has  developed  a  Sports  related  product  serving  the  UK  Football
industry.                                                     

         Its current product range includes:  Software for Personnel  Management
         and  Administration,  Staff  Development  Management,  Recruitment  and
         Selection Management, Training Evaluation, Skills and Experience Audit,
         NVQ / SVQ and Learning Skills Management,  Training Needs Analysis, IIP
         and Training  Planning,  Academy and Professional  Players and Football
         Management.  Software for employee appraisals and staff reviews as well
         as specialist software for Head Teacher Appraisal and Teacher appraisal
         also is available.  Products are  available in  Specialist  Editions to
         suit the unique requirements of particular organizations such as social
service organizations, businesses or football clubs).         

ETRAUMA                                                       

         On August 13, 1999  eTrauma  acquired  substantially  all the assets of
         RemoteImage,   LLC,  a  company  headquartered  in  Glendale,  Arizona.
         eTrauma,  LLC merged into  eTrauma.com  Corp on May 17,  2000.  eTrauma
         Corporation is a private,  closely held Delaware  corporation formed in
         June 1999 for the purpose of developing  Internet based  technology for
         use by the  medical  community.  The Company was the first to market an
         Internet,  web-centric,  emergency  medical imaging  solution  enabling
         healthcare  providers to make more informed  medical  decisions using a
web browser.                                                  

NuWay has differentiated  itself from the competition with an integrated product
offering designed for the specific needs of the sports industry.                

STRATEGIC PARTNERS                                                              

THINK TANK SYSTEMS                                            
In February  2003,  the  Company  formed a  strategic  alliance  with Think Tank
Systems LLC, an IBM(R) Premier  Business  Partner.  Think Tank Systems  designs,
builds, and supports technology and e-business  infrastructures  that are wholly
aligned with their customers'  short and long-term  business goals. As an IBM(R)
Hardware and Software  Premier Business Partner their solutions are aligned with
IBM strategic technology offerings,  including eServer xSeries and pSeries, AIX,
Linux, Lotus messaging and collaboration, and Tivoli storage. Think Tank is also
a Cisco Premier Business Partner.                                               

The alliance  with Think Tank will allow us to value-add  our PRLS system with a
range of IBM products.                                                          

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RADLINK, INC.                                                 

In February  2003,  the Company  formed a strategic  alliance  with  Radlink,  a
digital medial image management specialist. Radlink provides a complete range of
medical-film-to-digital-image  conversion,  storage  and  delivery  services  to
healthcare  providers  worldwide.  Its  mission is to combine  high  performance
equipment  technologies and Internet capabilities to provide customers with high
quality image  acquisition and Internet Image Management  services at a level of
economic ease that is unprecedented in the healthcare industry.                 
With,  Radlink,  NuWay can offer a sports team a complete  digital medical image
management  program  that helps the team manage its  medical  images and medical
records as well as allowing its trainer to further manage his workflow process. 

REGULATORY ENVIRONMENT                                                          

Federal  regulations  regarding the privacy and reporting  standards for medical
records   have  been  enacted  with  the  Health   Insurance   Portability   and
Accountability Act, ("HIPAA") taking affect in April of 2003. HIPAA. Relative to
the Sports  Industry,  HIPAA  requires that  organizations  that have access and
control over health  information  maintain the privacy of that  information  and
that upon request,  a patient/player  must be provided with a legible,  complete
and understandable copy of their medical record.                                

PRLS helps its user comply with HIPAA and helps provides  better and more timely
information related to the health of a player.                                  

EMPLOYEES                                                                       

At December 31, 2002,  NuWay employed 3 full time  employees,  while at December
31, 2001 NuWay had 32 full-time employees. Also, at May 22, 2003, NuWay employed
3 full time  employees.  The principal  reason for the decline in headcount from
year to year is the change in business focus and the  divestiture of non-medical
operations  during 2002.  NuWay has had numerous  project  oriented  consultants
since June of 2002.  It currently  has an  expectation  of  maintaining  ongoing
consulting  agreements with another 12 individuals who perform work on behalf of
the Company as independent  contractors on an as-required basis. All independent
contractor  agreements  are  short-term or on a  project-by-project  basis.  The
Company  intends  to add some of these  consultants  to its full  time  staff as
employees and add additional  staff members on an as needed basis.  Based on its
anticipated growth in revenues, the company expects to add possibly 20 full time
employees before the end of the year.                                           

ITEM 2.  DESCRIPTION OF PROPERTY                                                

The Company  maintains  its  principal  place of business at 23461 South  Pointe
Drive, Suite 200, Laguna Hills, CA 92653 Phone: 949-454-9011 Fax: 949-454-9066  

The lease for the office is currently on a month-to-month  basis,  cancelable by
either party with sixty days' written notice.  Monthly rent is $7,850 payable in
NuWay restricted stock valued at the current market price.                      

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ITEM 3.  LEGAL PROCEEDINGS                                                      

The Company is party to various claims,  legal actions and complaints arising in
the ordinary course of business.  In the opinion of management,  no such matters
will have a material  adverse  effect on the  Company's  financial  position  or
results of operations.                                                          

During 2002, Ms. Geraldine Lyons, the Company's former Chief Financial  Officer,
sued the Company for breach of her employment contract. The lawsuit is venued in
the Circuit Court of the 11th Judicial Circuit in Miami-Dade County in the state
of Florida and was initiated by the filing of the  complaint in  June-2002.  The
principal  parties in the case are Ms.  Lyons,  the Company,  and the  Company's
former president Todd Sanders.  The amount at issue in her affirmative  claim is
the sum of  approximately  $25,000 due under the  contract,  and the issuance of
100,000 shares of common stock, with a guarantee that the stock could be sold by
Ms. Lyons for $300,000.  Ms. Lyons alleges that  additional  funds are due under
her employment  contract;  that the contract requires the Company guarantee that
she can sell for $300,000 the 100,000 shares of stock the Company is required to
issue her; and, that Mr. Sanders promised to purchase from her 100,000 shares of
Company  common  stock held by her at the price of $4.00 per share.  The Company
has  counter-sued  Ms. Lyons for breach of fiduciary duty,  fraud,  violation of
section 12(a)(2) of the 1933 Securities Act, violation of section 517.301 of the
Florida Statutes, negligent misrepresentation, conversion, and unjust enrichment
resulting from the required  restatement of the Company's  financial  statements
for the years ended  December 31, 2000 and December 31, 1999.  The  restatements
corrected the previous  omission of certain material  expenses related primarily
to compensation expense arising from warrants issued and repriced stock options,
as well as other errors.  The case is ongoing at this time. The Company  intends
to  vigorously  defend its  actions  and pursue  its  affirmative  claims to the
fullest extent  possible.  Management does not expect that this case will have a
material adverse effect on the Company's financial position.                    

In December 2002, the Company settled an outstanding lawsuit filed by Devenshire
Management Corp., a company owned by NuWay's former president Todd Sanders.  The
settlement  involved no payment of cash by the Company,  and resolved all issues
relating to the Company's  obligation to remove  restrictive  legends from stock
owned by  Devenshire.  As part of this  settlement the Company agreed to defend,
but not indemnify, Mr. Sanders in the Lyons lawsuit described immediately above.

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

None.                                                                           

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PART II                                                                         

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS               

MARKET INFORMATION                                                              

From June 20, 1994 until  October  30,  1998,  the  Company's  Common  Stock and
Warrants  were listed on the NASDAQ  Stock  Market  under the symbol  "LACI" and
"LACIW", respectively. Beginning in October 31, 1998, the Company's Common Stock
and  Warrants  were listed on the NASDAQ Small Cap Market.  In August 2001,  the
Company  changed  the  symbol of its  Common  Stock and  Warrants  to "NWAY" and
"NWAYW"  respectively.  On November  22, 2002 the Company  changed its symbol to
"NMED" and "NMEDW".                                                             

The  table  below  represents  the  quarterly  high and low bid  prices  for the
Company's Common Stock and Warrants for the last two fiscal years as reported by
NASDAQ.                                                                         

Common Stock High/Low Bid Prices:                                               

---------- -------------- ----------------- -----------------                   
     High Bid Price    Low Bid Price
---------- -------------- ----------------- -----------------                   
2002       4th Quarter         $0.60             $0.13                          
---------- -------------- ----------------- -----------------                   
3rd Quarter         $1.00             $0.15               
---------- -------------- ----------------- -----------------                   
2nd Quarter         $1.66             $0.23               
---------- -------------- ----------------- -----------------                   
1st Quarter         $2.12             $1.25               
---------- -------------- ----------------- -----------------                   
2001       4th Quarter         $2.99             $1.67                          
---------- -------------- ----------------- -----------------                   
3rd Quarter         $3.28             $2.10               
---------- -------------- ----------------- -----------------                   
2nd Quarter         $3.15             $2.00               
---------- -------------- ----------------- -----------------                   
1st Quarter         $4.25             $2.00               
---------- -------------- ----------------- -----------------                   

Warrants High/ Low Sales Prices:                                                

---------- -------------- ----------------- -----------------                   
     High Sales Price  Low Sales Price
---------- -------------- ----------------- -----------------                   
2002       4th Quarter          $.12              $.01                          
---------- -------------- ----------------- -----------------                   
3rd Quarter          $.14              $.07               
---------- -------------- ----------------- -----------------                   
2nd Quarter          $.26              $.14               
---------- -------------- ----------------- -----------------                   
1st Quarter          $.40              $.25               
---------- -------------- ----------------- -----------------                   
2001       4th Quarter         $0.58             $0.25                          
---------- -------------- ----------------- -----------------                   
3rd Quarter         $0.85             $0.50               
---------- -------------- ----------------- -----------------                   
2nd Quarter         $1.03             $0.50               
---------- -------------- ----------------- -----------------                   
1st Quarter         $1.87             $0.56               
---------- -------------- ----------------- -----------------                   

The closing price for the Company's  common stock on May 22, 2003 was $0.181 per
share.                                                                          

The NASDAQ Stock Market  suspended  trading of the  Company's  securities  as of
March 11, 2002 pending  discussion  with the Company  concerning  the  Company's
restatement of its financial  statements for the years ending  December 31, 1999
and 2000.  There is  pending  litigation  against  the  Company's  former  Chief
Financial Officer  (Geraldine Lyons) regarding this restatement.  (See Item III,
Legal Proceedings). Trading was reinstated on April 18, 2002.                   

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HOLDERS OF COMMON EQUITY                                                        

There were 292 registered  owners and  approximately  1,285 beneficial owners of
the Common Stock of the Company as of December 31, 2002.                        

At December  31, 2002,  the Company had  outstanding  300,000  private five year
warrants  to  purchase  common  stock.  These  warrants  allow for the holder to
purchase  shares of common stock at an exercise price of $1.75 per share through
December 11, 2005. Also at December 31, 2002, the Company has outstanding 65,000
incentive  stock options issued under its 1994 Incentive  Stock Option Plan. The
Company  also has 100,000  warrants  outstanding  that were granted in 2002 to a
former executive in connection with his resignation.                            

As of December 31, 2002, the Company had outstanding  1,725,000  publicly traded
Warrants  to purchase  one share of the  Company's  Common  Stock at an exercise
price of $3.00  through  December 11, 2002,  which were extended to December 11,
2003 by the board of directors on October 13, 2002.                             

DIVIDENDS                                                                       

During the years 2001 and 2002,  the  Company  has not  declared  or paid a cash
dividend to stockholders. The board of directors presently intends to retain any
earnings to finance  Company  operations  and does not expect to authorize  cash
dividends in the foreseeable future. Any payment of cash dividends in the future
will depend upon the Company's earnings, capital requirements and other factors.

EQUITY SECURITIES SOLD WITHOUT REGISTRATION                                     

The Company  made the  following  sales of  unregistered  securities  during the
fiscal year ended December 31, 2002:                                            

During the first and second  quarters  of 2002,  the  Company  issued a total of
350,000 shares for consulting services to two individuals.                      

During the third  quarter of 2002,  the  Company  sold  1,000,000  shares of its
common stock to one accredited  investor for a total  consideration  of $250,000
($0.25 per share).                                                              

During the third quarter of 2002, the Company  entered into a license  agreement
with Med  Wireless,  Inc.  where in exchange for a license,  the Company  issued
6,600,000 shares of its common stock.                                           

During the third  quarter of 2002,  the  Company  issued  666,667  shares of its
common stock in exchange for a marketing database from Genesis Health Tech, Inc.

During the fourth  quarter the Company  issued 43,682 shares of its common stock
in exchange for lease space valued at $14,360.23.                               

The above  offerings  were made pursuant to Rule 506 of Regulation D by the fact
that:                                                                           

         a.       The sales were made to sophisticated or accredited  investors,
as defined in Rule 502;                     

         b.       The  Company  gave  each  purchaser  the  opportunity  to  ask
                  questions  and  receive  answers   concerning  the  terms  and
                  conditions  of the  offering  and  to  obtain  any  additional
                  information  which  the  company  possessed  or could  acquire
                  without  unreasonable  effort or expense  that is necessary to
 verify the accuracy of information furnished;

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         c.       At a  reasonable  time  prior to the sale of  securities,  the
                  Company advised the purchasers of the limitations on resale in
                  the  manner  contained  in  paragraph  Rule  502(d)2  of  this
section;                                    

         d.       Neither the  Company nor any person  acting on its behalf sold
                  the securities by any form of general  solicitation or general
advertising; and                            

         e.       The  Company  exercised  reasonable  care to  assure  that the
                  purchasers of the securities are not  underwriters  within the
                  meaning of Section  2(11) of the Act in  compliance  with Rule
502(d).                                     

On December 14, 2000, the Company issued and sold $3,500,000 Principal amount of
Convertible   Debentures  to  certain  accredited  investors.   The  Convertible
Debentures are  convertible  into shares of Common Stock at a price of $1.75 per
share and matured June 13, 2001. The Convertible Debentures were issued pursuant
to the exemption from  registration  requirements  of the Securities Act of 1933
provided by Section 4(2) of such Act and Rule 506  promulgated by the Securities
and Exchange Commission under that Section. At December 31, 2002 $150,000 of the
original $3,500,000 principal amount of debentures had not yet been converted or
paid.  The Company  received a notice  requesting  conversion  of the  remaining
$150,000 of debentures plus accrued  interest in December 2002 and issued 96,006
shares of common stock in the first quarter of 2003. However, as of May 22, 2003
the  individuals  requesting  the  conversion  have not taken  possession of the
shares and have indicated to the Company they now do not want to convert.       

In  December  2000 the Company  issued  private  warrants to purchase  3,300,000
shares of common stock at an exercise price of $1.75 per share through  December
11, 2005.  These  warrants were issued in connection  with services  rendered by
several   individuals   (including  the  CFO  and  COO  pursuant  to  employment
agreements)  and  entities.  In February  2002,  the holders of 3,000,000 of the
Company's private warrants (including Todd Sanders (CEO at the time) and William
Bossung (CFO at the time))  agreed to terminate  and cancel these  warrants.  At
December 31, 2002, 300,000 of these warrants remained outstanding.              

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.                                                                  

INTRODUCTION AND FORWARD LOOKING STATEMENTS.                                    

The following  discussion and analyses  should be read in  conjunction  with our
audited  consolidated   financial  statements  and  the  related  notes  to  the
consolidated financial statements included elsewhere in this report.            

The following  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations  contains "forward looking  statements" within the meaning
of Rule 175 under the  Securities  Act of 1933, as amended,  and Rule 3b-6 under
the Securities Act of 1934, as amended,  including statements  regarding,  among
other  items,  the  Company's  business  strategies,  continued  growth  in  the
Company's markets, projections, and anticipated trends in the Company's business

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and  the  industry  in  which  it  operates.   The  words  "believe,"  "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking  statements.  These forward-looking statements are based largely
on the  Company's  expectations  and  are  subject  to a  number  of  risks  and
uncertainties,  certain of which are beyond the Company's  control.  The Company
cautions that these statements are further  qualified by important  factors that
could  cause  actual  results to differ  materially  from  those in the  forward
looking statements,  including, among others, the following:  reduced or lack of
increase in demand for the Company's  products,  competitive  pricing pressures,
changes in the market price of  ingredients  used in the Company's  products and
the level of expenses  incurred in the Company's  operations.  In light of these
risks and  uncertainties,  there can be no  assurance  that the  forward-looking
information contained herein will in fact transpire or prove to be accurate. The
Company   disclaims  any  intent  or  obligation  to  update  "forward   looking
statements."                                                                    

OVERVIEW                                                                        

This  discussion  compares the years  ending  December 31, 2002 and December 31,
2001. Due to the material change in NuWay's business focus, this discussion will
not address the discontinued operations in the areas of oil and gas exploration,
cigar distribution,  and gaming equipment rentals which constituted the majority
of the Company's  operations during the year 2001 and the first half of the year
2002.                                                                           

PLAN OF OPERATION                                                               

The Company had  approximately  $40,000 of cash on hand as of May 1, 2003, which
is  insufficient  to meet  operating  expenses for any extended  period,  and is
inadequate to satisfy the  Company's  cash  requirements  for more than 60 days.
Management  believes  that the  Company  will be  required  to raise  additional
capital  to  sustain  operations  for the next  twelve  months  and is  actively
reviewing proposals made by private investors and investment bankers. Management
anticipates securing investor funds within the next 30 days. It is unlikely that
the Company will be able to qualify for bank debt until such time as the Company
is able to demonstrate sufficient financial strength to provide confidence for a
lender.                                                                         

Management plans on continually  upgrading its PRLS software application through
additional research and development,  including tailoring its application to the
specific  needs of its  clients  as those  needs are  brought  to the  Company's
attention.  However,  the  primary  development  of the  PRLS  system  has  been
completed.                                                                      

Management  believes  it  will  be  successful  in  selling  its  PRLS  software
application.  The  Company  expects to secure  agreements  during the second and
third quarters 2003. The Company's PRLS has only recently been introduced to the
marketplace and generated  approximately $40,000 in revenues during the first 60
days of it becoming market ready during the first quarter of 2003. PRLS is being
used by very high profile NFL franchises and it is already being referred by its
customers and prospects as the best of brand for its sports industry focus.  The
Company is marketing the PRLS to multiple sports leagues and is actively seeking
additional vertical market opportunities.                                       

Management  anticipates  that the Company will need to add additional staff over
the next 12 months.  While it has three full time  employees as of May 22, 2003,
the  Company  also relies on at least 12  consultants  who work on behalf of the
Company.  The Company intends to add some of these  consultants to its full time
staff as employees and add additional staff members on an as needed basis. Based
on its  anticipated  growth in revenues,  the company expects to add possibly 20
full time employees before the end of the year.                                 

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ANALYSIS OF FINANCIAL CONDITION                                                 

NuWay's  balance sheet  changed  significantly  during 2002,  largely due to the
Company's  shift in business focus to medical  technology and the  corresponding
disposal of all non-medical  assets and  operations.  Since NuWay was focused on
the  implementation of its new business model during the latter half of 2002, it
earned no revenues and thus received no cash from operations. Consequently, Cash
and Cash  Equivalents  declined  from $440,827 last year to $521 at December 31,
2002.                                                                           

The reduction in Accounts Receivable,  Net ($234,054),  Inventory ($475,291) and
Prepaid  Expenses  and Other  Current  Assets  ($156,958)  from 2001 to 2002 all
relate  to  discontinued   operations   arising  from  the  divestiture  of  all
non-medical assets and operations in October 2002 and the Company's new focus on
medical technology.                                                             

Accounts Receivable Long Term ($450,000), Deposits ($26,693), Notes Receivable -
Officers and Affiliates ($440,000) and Other Assets ($6,374) on the December 31,
2001  balance  sheet were all  reduced to zero at  December  31, 2002 due to the
Company's divestiture of all non-medical assets and operations in October 2002. 

Current Liabilities  declined from $3,385,780 at December 31, 2001 to $2,401,579
at December 31, 2002.  This was a decrease of $984,201,  or 29%. The decrease is
due to (i) a decline  in  Debentures  Payable  of  $2,250,004  arising  from the
conversion by debenture holders of their debentures into equity;  offset by (ii)
an increase in Notes  Payable of  $1,120,000  which  reflects the  assumption by
NuWay of a note payable to Summit  Healthcare Inc. as part of the acquisition of
a technology  license from Med Wireless,  Inc.;  and, (iii) further offset by an
increase in Accounts Payable and Accrued Expenses of $145,803,  from $985,776 in
2001 to $1,131,579 at the end of 2002.                                          

Total Stockholders'  Equity grew by 64% to $1,972,786 at December 31, 2002. This
increase is due to the issuance of shares of our common stock in the acquisition
of the license agreement from Med Wireless, Inc., the acquisition of a marketing
database  from  Genesis  Health  Tech,  Inc.,  and the use of  common  stock  to
compensate consultants to our company, net of the effect of our 2002 net loss of
$4,937,097.                                                                     

RESULTS OF OPERATIONS - COMPARISON OF THE YEARS ENDED DECEMBER 31, 2002 AND 2001

Revenues                                                                        

During 2001,  total  revenues  (from  continuing  operations  only) were $3,600,
representing  rental income  earned by the Company.  The Company had no revenues
during from  continuing  operations 2002 as it was engaged in the development of
new  medical  technology  products.  During the last half of 2002,  the  Company
shifted its focus toward the information technology needs of the sports industry
relating to player health.  This change in focus led to the rapid development of
the PRLS system,  which began to generate revenues in the first quarter of 2003.
Consequently,  the  results  of our prior  business  line  operations  in gaming
machine  rental,  oil  and gas  development  and  distribution  of  cigars  were
reclassified  in our  consolidated  statements of  operations  as  "discontinued
operations."                                                                    

Selling, General and Administration Expense ("SG&A")                            

SG&A declined in 2002 by 17 percent to $2,157,289  from  $2,600,371 in 2001. The
largest components of these expenses were:                                      

a.       Salaries and Payroll-related  Expenses: These expenses were $329,622 in
         2002 versus  $576,041  in the prior year,  a decrease of $246,419 or 43
         percent.   This  is   consistent   with  the  reduction  in  employment
         experienced  by NuWay  after  its  change  in  business  focus  and the

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         divestiture  of all  operations  other than the new medical  technology
         business.  At the end of 2002,  NuWay  employed 3 full time  employees,
         while at December 31, 2001 NuWay employed 32 full-time  employees.  The
         principal  reason for the decline in headcount from year to year is the
         change in business focus and the divestiture of non-medical  operations
during 2002.                                                  

b.       Consulting  Expense  grew  significantly  in  2002,  to  $950,532  from
         $250,628 in 2001, an increase of 280 percent. This increase is directly
         related  to  new  management's  strategy  of  maintaining  a  very  low
         permanent  staffing level and supplementing  that with consultants on a
         project-by-project  basis. Further, the development of new products and
         technology   related  to  NuWay's  shift  in  business  focus  required
         additional  staff in the  areas  of  applications  development,  sales,
         marketing and administration. These positions were primarily staffed by
         independent contractors who were compensated with Company common stock.

c.       Rent expense  decreased by 50 percent from  $192,543 in 2001 to $96,560
         in 2002. This decrease is consistent  with the reduced  staffing levels
as well as limited requirement for warehouse space.           

d.       Legal  Expenses  grew from  $108,474 in 2001 to  $302,088  in 2002,  an
         increase of 178 percent.  This growth is due to the high level of legal
         assistance   required  in  2002  for  transactions   such  as  (i)  the
         acquisitions  of the Genesis  Healthcare  database and the Med Wireless
         technology  license,  (ii) financing  completed  with Camden  Holdings,
         (iii) a major shift in the  Company's  core business  strategy,  (iv) a
         thorough change in management and (v) the need for stock issuances used
in lieu of cash to acquire services.                          

e.       Travel and  Entertainment  Expense  declined by 82 percent in 2002 from
         $500,045  in  2001  to  $90,293  in  2002.  This  decrease  is due to a
         conscious  effort  on the  part of new  management  to  minimize  these
         expenses as well as a reduced need for travel due to the divestiture of
         operations  that were  remotely  located in places like Latin and South
America and Canada.                                           

Expenses Associated With Stock Issued for Services                              

Expenses  associated  with stock issued for  services  grew by 144% in 2002 over
2001,  from $405,650 to $987,944.  The primary reason for this increase was that
NuWay's  limited cash position in 2002 caused  management to seek other means of
compensating  employees and  contractors  for services  performed.  The expenses
recorded in 2002 related to payment for legal,  consulting  and other  services.
The fact that NuWay was focused on making the transition to a medical technology
business  meant  that no cash  was  being  received  while  the  transition  was
occurring.  Of the  approximately  $988,000 in  expenses in 2002,  approximately
$500,000  was for  legal  services,  $474,000  was for  consultants  in  several
different fields, and $14,000 related to payment of office rent.                

Discontinued Operations                                                         

As discussed above and in the notes to our consolidated financial statements, we
disposed of several  operations  through  the sale of two foreign  subsidiaries,
Latin American  Casinos and NuWay Resources  effective  October 1, 2002, and the
cessation of the  operations of our World's Best Rated Cigar Company  subsidiary
in  November  2002.  Due to the  discontinuance  of  these  operations,  we have
reclassified the historical  operating  results from these ventures for 2001 and
the nine months ended  September 30, 2002 and  disclosed  such below the results
from our  continuing  operations in our  consolidated  statements of operations.
These  businesses  generated  losses from  operations of $3,910,193 for the year
ended December 31, 2001 and $600,986 through the nine months ended September 30,
2002.  We also  recorded a loss on sale and  disposal of the net assets of these
businesses of $2,847,431  in the fourth  quarter of the year ended  December 31,
2002.                                                                           

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Net Loss                                                                        

Net Loss for the year ended December 31, 2002 was $4,937,097 or $0.50 per share 
compared to a $6,652,433 loss or $1.56 per share for the year 2001.             

Recent Accounting Pronouncements                                                

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."  Statement No. 145 rescinds  Statement  No. 4, which  required all
gains and losses from  extinguishment of debt to be aggregated and, if material,
classified  as an  extraordinary  item,  net of related  income tax  effect.  In
addition,  Statement No. 145 amends  Statement No. 13 on leasing to require that
certain lease modifications that have economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
Provisions of Statement No. 145 related to the rescission of Statement No. 4 are
effective for financial  statements issued by the Company after January 1, 2003.
The  provisions of the statement  related to  sale-leaseback  transactions  were
effective  for  any  transactions  occurring  after  May  15,  2002.  All  other
provisions of the statement  were  effective as of the end of the second quarter
of 2002.  The changes  required by Statement  No. 145 are not expected to have a
material impact on the results of operations, financial position or liquidity of
the Company.                                                                    

In July  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for  Costs
Associated  with  Exit or  Disposal  Activities."  Statement  No.  146  requires
companies to recognize costs  associated with the exit or disposal of activities
as they are incurred rather than at the date a plan of disposal or commitment to
exit is  initiated.  Types of costs  covered by Statement  No. 146 include lease
termination costs and certain employee  severance costs that are associated with
a restructuring,  discontinued  operation,  facility  closing,  or other exit or
disposal  activity.  Statement  No.  146  will  apply  to all  exit or  disposal
activities initiated after December 31, 2002. At this time, the Company does not
expect the adoption of the  provisions  of Statement  No. 146 to have a material
impact on the Company's financial results.                                      

In  November  2002,  the FASB issued  Interpretation  No.  (Interpretation)  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others."  Interpretation  45 requires
certain  guarantees to be recorded at fair value. In general,  Interpretation 45
applies to contracts or indemnification agreements that contingently require the
guarantor  to make  payments  to the  guaranteed  party  based on  changes in an
underlying that is related to an asset,  liability, or an equity security of the
guaranteed  party.  The  initial  recognition  and  measurement   provisions  of
Interpretation  45 are applicable on a prospective basis to guarantees issued or
modified  after  December  31,  2002.   Interpretation   45  also  requires  new
disclosures, even when the likelihood of making any payments under the guarantee
is remote. These disclosure  requirements are effective for financial statements
of interim or annual  periods  ending  after  December  15,  2002.  The  changes
required by  Interpretation 45 are not expected to have a material impact on the
results of operations, financial position or liquidity of the Company.          

In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51." Interpretation 46 addresses
consolidation by business  enterprises of variable  interest entities which have
one or both of the following characteristics:  (1) the equity investment at risk
is not  sufficient  to permit  the  entity to  finance  its  activities  without
additional support from other parties, which is provided through other interests
that will  absorb  some or all of the  expected  losses of the  entity;  (2) the
equity investors lack one or more of the following essential  characteristics of
a controlling  financial  interest:  (a) the direct or indirect  ability to make
decisions about the entity's activities through voting rights or similar rights,

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(b) the  obligation  to absorb the expected  losses of the entity if they occur,
which makes it possible  for the entity to finance  its  activities,  or (c) the
right to receive  the  expected  residual  returns of the entity if they  occur,
which  is  the  compensation   for  the  risk  of  absorbing   expected  losses.
Interpretation  46 does not require  consolidation  by transferors to qualifying
special  purpose  entities.  Interpretation  46 applies  immediately to variable
interest  entities  created  after  January 31, 2003,  and to variable  interest
entities in which an enterprise  obtains an interest after that date. It applies
in the first fiscal year or interim  period  beginning  after June 15, 2003,  to
variable interest entities in which an enterprise holds a variable interest that
it acquired  before  February 1, 2003.  The Company is currently  assessing  the
impact of Interpretation 46.                                                    

In June  2001,  the  FASB  issued  Statement  No.  143,  "Accounting  for  Asset
Retirement  Obligations," which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset retirement  costs.  The standard applies to legal  obligations
associated  with the  retirement  of  long-lived  assets  that  result  from the
acquisition, construction, development and/or normal use of the asset. Statement
No. 143  requires  that the fair value of a  liability  for an asset  retirement
obligation  be  recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made.  The fair value of the liability is added to
the carrying value of the associated asset, and this additional  carrying amount
is depreciated  over the life of the asset. The liability is accreted at the end
of each period  through  charges to  operating  expense.  If the  obligation  is
settled for other than the carrying  amount of the  liability,  the Company will
recognize a gain or loss on  settlement.  As required,  the Company  adopted the
provisions of Statement No. 143 for the quarter ended March 31, 2003. Management
does not believe  adoption of this standard will have a material  adverse effect
on the Company's  consolidated  financial  position,  results of operations,  or
liquidity.                                                                      

LIQUIDITY AND CAPITAL RESOURCES                                                 

Cash and cash  equivalents  decreased  by $440,302 to $521 at December 31, 2002,
reflecting  the fact that the  Company  disposed  of its  operating  entities on
October 1, 2002 and had earlier begun a major change in strategy towards medical
technology. As a result, NuWay had no revenues in 2002 and was forced to consume
cash on hand to fund its new  operations.  Due to our limited liquid  resources,
among other things, our auditors have included an explanatory  paragraph in this
report  which  expresses  substantial  doubt  about our ability to continue as a
going concern.                                                                  

At December 31, 2002,  management  believes the Company had no debt  obligations
requiring future cash commitments  other than as follows:  Significant  debts at
December 31, 2002 included $150,000 of convertible debentures,  and a $1,120,000
note  payable  which was  purchased in March of 2003 by New  Millennium  Capital
Partners, LLC, an entity controlled by NuWay's president. On March 26, 2003, the
Board voted to convert  the note into equity of the Company at a 37.5%  discount
to the current market rate.  Prior to issuing the shares,  and after receiving a
NASDAQ staff  determination  letter  indicating  that issuing the shares without
shareholder  approval  violated  certain  Nasdaq  Marketplace  Rules,  the Board
modified its  resolution to condition the  conversion of the note into equity on
shareholder approval at the next shareholder meeting (scheduled to take place in
the third quarter of 2003).  As we have had, and continue to have,  limited cash
resources, we have engaged consultants to assist our company who are compensated
in shares of Company common stock.  These agreements can generally be terminated
with fifteen-day notice.                                                        

Included in our aggregate  accounts  payable and accrued expenses of $1,131,579,
is  approximately  $210,000  of disputed  invoices  that we have  received  from
various law firms and other  parties.  Management  expects to reach  settlements

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with these vendors for less than the recorded  amounts based on  dissatisfaction
with services  provided and/or services  provided that were outside the scope of
services  contracted.  There can be no assurance  that we will be  successful in
reaching any settlements in this regard.                                        

The Company  raised  capital of $259,661  from January 1, 2003 to April 21, 2003
from the sale of an aggregate of 519,322 shares of convertible  preferred  stock
and warrants.  The Company had a cash balance of approximately $40,000 as of May
1, 2003,  which is  insufficient  to meet  operating  expenses  for any extended
period.  Management  believes  that  the  Company  will  be  required  to  raise
additional  capital  to sustain  operations  for the next  twelve  months and is
actively  reviewing a number of  proposals  being made to the Company by private
investors and investment  bankers.  It is unlikely that the Company will be able
to qualify for bank debt until such time as the  Company is able to  demonstrate
the financial strength to provide confidence for a lender.                      

From  January  1, 2003  through  May 12,  2003,  the  Company  issued a total of
14,273,419  shares of common  stock to officers  and  consultants  for  services
performed.  Of  this  total  12,464,913  have  been  registered  under  a  stock
compensation plan as filed on Form S-8, while the balance, 1,808,506 shares were
unregistered and are restricted in trading. Of the total issued in 2003 to date,
2,743,590  relate to services  performed in 2002 and 11,529,829  relate to 2003.
The  effect of the  majority  of shares  issued  for 2002  services  in 2003 was
accrued in the Company's  financial  statements for the year ending December 31,
2002. Not included in the number of shares issued are 3,000,000 shares issued to
the Company's president,  Dennis Calvert which have been returned to the Company
pending shareholder  approval at the annual meeting of shareholders  expected to
be held in the third quarter of 2003.                                           

EFFECTS OF TRANSACTIONS WITH RELATED PARTIES                                    

The Company has entered  into a number of  transactions  that could be viewed as
related party  transactions  per SEC release  33-8056,  34-45321 and FR-61.  The
following  discusses the effects of these  transactions to the extent  necessary
for  an  understanding  of  the  Company's  current  and  prospective  financial
condition and operating results. These transactions are:                        

FINANCING AGREEMENT WITH CAMDEN HOLDINGS                      

         During June 2002, the Company  entered into a financing  agreement with
         Camden Holdings,  Inc., a diversified holding company with interests in
         many industries including the healthcare industry. The Company received
         $250,000 in exchange  for  1,000,000  shares of its  restricted  common
         stock ($0.25 per share).  Stockholder  consent was not required for the
         agreement.  The share price was  determined by the trading price of the
         stock  during  the  few  days  leading  up to the  consummation  of the
         transaction  (June 27,  2002),  which was a range of $0.24 to $0.30 per
         share. At the time of the transaction,  Camden Holdings,  Inc. owned no
         shares in the Company.  After the effect of the Med Wireless,  Inc. and
         Genesis Health Tech, Inc. transactions described below, Camden Holdings
         owned  approximately  1,017,548  shares in  addition  to the  1,000,000
shares received from the $250,000 investment.                 

         This  transaction  was  instrumental  in meeting  the cash needs of the
         Company  during 2002, but has no ongoing effect on liquidity or capital
         resources.  There are no ongoing  contractual or other commitments as a
result of this transaction.                                   

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GENESIS HEALTH TECH, INC.                                     

         On June 28, 2002,  the Company  purchased  certain  assets from Genesis
         Health Tech,  Inc.  ("Genesis"),  a wholly owned  subsidiary  of Camden
         Holdings.  These assets  included a database  compiled  over a 24-month
         period of  healthcare  providers  in the United  States.  The  business
         purpose of the  transaction  was to provide the Company a valuable tool
         to market its Ultrasound  program as well as for marketing any products
         and services  applicable to the medical  provider  market.  The Company
         also  recognized  potential  value in is ability  to manage,  maintain,
         update and then  re-sell the database  should the business  opportunity
         become commercially attractive.  The total purchase price was satisfied
         by the issuance of 666,667 restricted shares of NuWay restricted common
         stock (at a price of $0.45 per  share).  The book value of the asset is
         $255,000,  which reflects a 15% discount  attributed as a result of the
         restrictions on the issued stock. The transaction  received the consent
         of a  majority  of  NuWay's  stockholders,  as  well  as its  board  of
         directors.  As detailed in the Form 14C filed on  September  23,  2002,
         stockholders  owning  3,930,183 shares of the 7,761,353 total shares of
         common stock then  outstanding,  consented to the  transaction.  Camden
         Holdings was the holder of 1,000,000 shares of common stock at the time
         of the  transaction  as a result of the Financing  Agreement  described
immediately above.                                            

         There are no ongoing  contractual  or other  commitments as a result of
this transaction.                                             

MED WIRELESS, INC.                                            

         By way of an agreement dated July 16, 2002 and amended August 21, 2002,
         the  Company  acquired  a  15-year,   fully  paid  license  to  certain
         technology  from Med Wireless,  Inc. As detailed in the Company's prior
         filings,  pursuant to this  license  agreement  (i) the  Company  would
         license  from Med  Wireless  all of its rights and  interest in certain
         software  applications  relating to the movement of medical  images and
         data over the  Internet and via  handheld  wireless  devices as well as
         customer  lists;  (ii) Med  Wireless  would  assign its  customers  and
         distribution  agreements related to the licensed  intellectual property
         to the  Company;  and (iii) the  Company  would  assume  $1,120,000  of
         outstanding  debt.  In return,  NuWay would  issue to the Med  Wireless
         shareholders  6,600,000 shares of NuWay's restricted common stock. When
         effectuated,  the  Med  Wireless  Agreement  resulted  in Med  Wireless
         shareholders   owning   approximately   44  percent  of  the  Company's
         outstanding  shares.  Camden  Holdings,  Inc.  owned  1,000,000  shares
         (12.9%) of the Company at the time this transaction was approved by the
         shareholders,  and also held a minority  interest in Med Wireless equal
         to 5.36%. In addition,  Summit Healthcare,  Inc., which shares a common
         president  with Camden  Holdings,  Inc.,  also owned an interest in Med
         Wireless equal to 37.96%.  Both Camden  Holdings and Summit  Healthcare
         received  stock in the  Company  as a result  of this  transaction.  In
         addition,  the Company's  president,  Dennis  Calvert,  indirectly owns
         approximately 9.9% of the shares of Med Wireless,  and received 600,000
         shares of the Company as a result of the  transaction.  Shareholders of
         the  Company  owning  3,930,183  shares of the  7,761,353  shares  then
         outstanding   consented  to  the  transaction  with  Med  Wireless.  In
addition, the board of directors approved the transaction.    

         The business  purpose of this  transaction  was to allow the Company to
         proceed in a new  direction  - the medical  technology  field - and was
         coincident with the Company's name change and change in management.  As
         a direct result of this transaction,  the Company was able to customize
         the  software  application  licensed  and  market  that  product to the
National Football League.                                     

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          The following factors were considered by the board of directors during
         its  negotiations  a.) the estimated  cost of developing the product by
         Med Wireless as represented the Med Wireless team b.) the unique nature
         of its  technology,  c.) the relative  value of business  opportunities
         that management believed could be pursued with its technology platform,
         d.) the offers, comparables and general business opportunities that had
         been  presented to Med Wireless over its brief history e.) and the need
to redirect the Company's operating efforts.                  

         There are no ongoing  contractual  or other  commitments as a result of
this transaction.                                             

SALE OF OIL OPERATIONS                                        

         Since July 2001,  the Company  directed  part of its efforts to oil and
         gas  exploration and  development in Canada.  The Company  (through its
         wholly owned subsidiary NuWay  Resources,  Ltd., a Nevada  corporation)
         purchased  a  30  percent  working  interest  in  the  Superb  area  of
         Saskatchewan,  Canada and a 20 percent working  interest in the Altares
         Gas project in Northeast British Columbia.  The subsidiary's  ownership
         interests in the oil fields were characterized as "minority"  ownership
         working   interests.   This   classification   meant  that  the  future
         development  and  capital  expenditures,  costs  and  losses  would  be
         directed by the controlling owners, (who were parties unaffiliated with
         the Company) but that all owners would share costs on a pro-rata basis.

         While these  properties  had proven  reserves  of oil and natural  gas,
         management  found the extraction and processing of the natural reserves
         had become too  difficult and too costly to continue.  Neither  project
         had generated positive cash flow to NuWay after considering the cost of
         development  and  administrative  and  management  expenses.   Further,
         neither project had any expectation of generating positive cash flow to
         the  Company  for the  foreseeable  future,  and as a working  interest
         owner,   the  Company  would  be  liable  for  the  cost  of  continued
         development,  maintenance and re-drilling  efforts. The managing owners
         of the properties have significant ownership interests in other oil and
         gas projects and they had  communicated  to management  their intent to
         invest their  resources in other  projects,  rather than focus on these
properties.                                                   

         NuWay  entered  into an  agreement on December 15, 2002 with Summit Oil
         and Gas, Inc. to sell the stock of NuWay  Resources,  Ltd. for $100,000
         less  outstanding  liabilities.  The Company  realized no cash from the
         sale of these operating  units,  but was able to  contractually  insure
         that it would not retain any  liabilities  beyond  October 1, 2002.  In
         conjunction with the sale of these operations, NuWay recorded a loss of
         $1,290,948 during the fourth quarter of 2002. The transaction price was
         determined  as a result of the  Company  receiving  no viable  suitors,
         bidders or offers for the assets.  In light of the  rapidly  increasing
         liabilities and the carrying,  management and auditing costs associated
         with  maintaining  an  unprofitable  asset,  the stock  was  sold.  The
         business  purpose  was  to  stop  the  negative  cash  flow,  stop  the
         contingent losses, and the removal of the burden to management relative
to the investment.                                            

        The  president  of Summit  Oil and Gas,  Inc.  is Mark  Anderson.  Mr.
        Anderson  is also  president  of Camden  Holdings,  Inc.,  and  Summit
        Healthcare,  Inc.,  both  shareholders  of the Company at the time.  A
        shareholder  vote  was not  held  in  relation  to  this  transaction.
        Additionally,  Mr.  Anderson served as a consultant to the Company and
        received  1,241,884  shares of stock  pursuant to the  Company's  2002
Consultant Equity Plan.                                       

         This  transaction was instrumental in stopping the drain on cash of the
         Company  during 2002, and has an ongoing effect on liquidity or capital
         resources  in the future as a result of limiting  the  liabilities  and
         therefore cash drain associated with those assets going forward.  There
         are no ongoing  contractual  or other  commitments  as a result of this
transaction.                                                  

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SALE OF CASINO OPERATIONS                                     

         Effective  October 1, 2002,  the  Company  sold the stock of its wholly
         owned casino rental subsidiaries (Latin American Casinos del Peru S.A.,
         and Latin  American  Casinos  of  Colombia,  LTDA) to  Casino  Ventures
         Partners,  a Nevada  Partnership.  The purchase price for the stock was
         $300,000 less all outstanding liabilities of the two subsidiaries.  The
         transaction  price was determined as a result of the Company  receiving
         no viable  suitors,  bidders or offers for the assets.  In light of the
         rapidly  increasing  liabilities  and  the  carrying,   management  and
         auditing costs of an unprofitable  assets, the stock was sold. Business
         purpose was to stop the negative cash flow, stop the contingent losses,
         and the  removal of the burden to  management  the  investment.  As the
         offsetting  liabilities  exceeded  the  purchase  price and the Company
         received no funds. The Company recorded a loss from operations  through
      September 30, 2002 of $147,247 and a loss of $1,376,733 on disposal.

         Mark  Anderson  signed the  agreement  between  the  Company and Casino
         Ventures  Partners,  indicating  he is a  partner  of  Casino  Ventures
         Partners. Mr. Anderson is also president of Camden Holdings,  Inc., and
         Summit   Healthcare,   Inc.,   both   shareholders   of  the   Company.
         Additionally,  Mr.  Anderson  served as a consultant to the Company and
         received  shares of stock  pursuant to the  Company's  2002  Consultant
Equity Plan.                                                  

         This  transaction was instrumental in stopping the drain on cash of the
         Company  during 2002, and has an ongoing effect on liquidity or capital
         resources  in the future as a result of limiting  the  liabilities  and
         therefore cash drain associated with those assets going forward.  There
         are no ongoing  contractual  or other  commitments  as a result of this
transaction.                                                  

        NEW MILLENNIUM  CAPITAL PARTNERS,  LLC PURCHASE OF STOCK AND NOTE FROM
        CAMDEN HOLDINGS, INC., SUMMIT HEALTHCARE,  INC., AND SUMMITT VENTURES,
INC.                                                          

         New  Millennium  Capital  Partners,  LLC,  a Nevada  limited  liability
         company  controlled by Company  president  Dennis Calvert,  purchased a
         $1,120,000 promissory note held by Summitt Ventures (see detail below),
         and also  purchased an aggregate of 4,182,107  shares of the  Company's
         common  stock from  Camden  Holdings  and Summit  Healthcare,  Inc.  in
         exchange for $900,000,  payable in the form of a promissory  note.  The
         share  certificates  representing  these  shares were  delivered to Mr.
         Calvert on April 9, 2003.  This note is secured by the shares of common
         stock of the Company sold in the  transaction and is further secured by
         common  stock  of the  Company  held  by Mr.  Calvert.  Mark  Anderson,
         president of Camden Holdings, Summit Healthcare,  and Summitt Ventures,
         conditioned  the purchase by New  Millennium on the Company  converting
         the promissory note to common stock. The conversion of the note held by
         New Millennium is a matter to be brought before the shareholders at the
next shareholder meeting scheduled for the third quarter 2003.

CONVERSION OF $1,120,000 NOTE TO STOCK                        

         On March 26, 2003, the Company's  board of directors voted to convert a
         promissory  note owed by the Company in the face  amount of  $1,120,000
         held  by  New  Millennium  Capital  Partners,  LLC,  a  Nevada  limited
         liability company controlled by the Company's president Dennis Calvert,
         into common stock of the Company at a 37.5%  discount to market  price.
New Millennium consented to the conversion.                   

         The business  purpose of this  transaction was to retire  $1,120,000 in
         debt owed by the Company with the effect increasing  shareholder equity

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         by that amount.  The board of directors  determined  that a discount to
         market price was  appropriate  given that (i) given the quantity of the
         shares  issued,  a block of shares  that size  could not be  liquidated
         without  affecting the market price of the shares,  and (ii) the shares
         would be labeled with a restrictive  legend  requiring  fulfillment  of
         Rule 144 prior to sale on the open market,  thus precluding  their sale
         prior  to one  year  from the  date of the  transaction.  The  board of
         directors at the time determined that a 37.5% discount was appropriate.

         The board of  directors  has  modified its  resolution  converting  the
         shares and made the conversion  conditional upon receiving  shareholder
         approval of the  conversion at the Company's next  shareholder  meeting
         per Nasdaq  Marketplace  rules. New Millennium has agreed to extend the
         terms of the note 90 days, from June 15, 2003 to September 15, 2003, to
         allow  sufficient  time  to  obtain  a  shareholder  vote.   Management
         anticipates that the Company will hold its annual  shareholder  meeting
in July or August 2003.                                       

CRITICAL ACCOUNTING POLICIES                                                    

The  Securities  and  Exchange  Commission  ("SEC")  recently  issued  Financial
Reporting release No. 60, "Cautionary Advice Regarding Disclosure About Critical
Accounting   Policies"  (FRR  60"),   suggesting  companies  provide  additional
disclosure and commentary on their most critical accounting policies. In FRR 60,
the SEC defined the most critical  accounting policies as the ones that are most
important to the  portrayal of a company's  financial  condition  and  operating
results,  and  require  management  to make its most  difficult  and  subjective
judgments,  often as a result of the need to make  estimates of matters that are
inherently  uncertain.  Based on this  definition,  the Company's  most critical
accounting policies include:  non-cash transactions and compensation  valuations
that affect the total  expenses  reported in the current period and/or values of
assets  received  in  exchange.  Additionally,   Management  believes  that  the
accounting policies relating to Revenue  Recognition,  although not critical for
fiscal year 2002,  will become  critical for fiscal year 2003 as revenues  grow.
The Company plans to recognize revenue from its new medical technology  business
in accordance with SEC Staff Accounting Bulletin No. 101 "Revenue Recognition in
Financial  Statements."  For hardware  sales,  revenue will be  recognized  upon
shipment to customers.  Revenue from the licensing of software  products will be
recognized on shipment to and  acceptance by customers,  and over the applicable
license period.  Revenue from software maintenance agreements will be recognized
ratably over the term of the agreement.  Annual software maintenance charges and
upgrade fees will be recognized ratably over the period covered.                

The Company has  established a policy  relative to the  methodology to determine
the value assigned to each intangible  acquired with or licensed by the Company,
with non cash consideration, shall be based on the market price of the Company's
common  stock  issued  as  consideration,  at the  date  of  agreement  of  each
transaction, as adjusted for applicable discounts.                              

The intangible  assets will first be amortized when the product is available for
general  release to customers,  which occurred during the first quarter of 2003.
The annual  amortization  for the marketing  database and the license  agreement
will be recorded using the straight-line method over the estimated economic life
of the  respective  asset,  initially  estimated at 5 years for both  intangible
assets.  Should the economic  life in the future be  determined  to be less than
initially  expected  the  estimated  life  and  resulting  amortization  will be
adjusted prospectively.                                                         

The methods,  estimates and  judgments  the Company uses in applying  these most
critical  accounting  policies  have a  significant  impact on the  results  the
Company reports in its financial statements.                                    

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ITEM 7.  FINANCIAL STATEMENTS.                                                  

Our consolidated financial statements as of and for the years ended December 31,
2002 and 2001 are presented in a separate  section of this report following Item
14 and begin with the index on page F-1.                                        

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

As  disclosed  in our Form 8-K filed on April 7, 2003 and  amended  on April 10,
2003, we dismissed  Shubitz  Rosenbloom & Co., PA  ("Shubitz")  as our principal
accounting  firm as of March 31, 2003 and we engaged Haskell & White LLP ("H&W")
as our  principal  accounting  firm.  H&W was engaged to audit our  consolidated
financial  statements  for the year ended  December  31,  2002.  The decision to
change auditors was approved by our board of directors.                         

In  connection  with the audits of the two years ended  December 31,  2001,  and
during the subsequent period through March 31, 2003, there were no disagreements
with Shubitz on any matter of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedures,  which  disagreements,  if
not  resolved to the  satisfaction  of  Shubitz,  would have caused them to make
reference  to the subject  matter of the  disagreement  in  connection  with its
opinion.                                                                        

Previously,  in November 2001, we filed a Form 8-K  indicating  that Shubitz had
resigned as our principal  accountants.  It was  anticipated  that Shubitz' role
would  change  from  being our  auditor to  assisting  with the  preparation  of
financial  statements  of certain of our  subsidiaries  to assist the  successor
auditor.   However,   in  March  2002,  having  not  engaged  another  principal
accountant, we filed another Form 8-K to announce that we had re-engaged Shubitz
as our principal accountant to audit our financial statements for the year ended
December  31, 2001.  Shubitz did not prepare any  financial  statements  for our
company during the intervening  period and maintained the required  independence
from our company.                                                               

PART III.                                                                       

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

DIRECTORS AND EXECUTIVE OFFICERS.                                               

The names,  ages,  and  respective  positions  of the  directors  and  executive
officers of the  Company are set forth  below.  The  Directors  named below will
serve until the next annual meeting of the Company's stockholders or until their
successors  are duly  elected and have  qualified.  Directors  are elected for a
one-year  term at the annual  stockholders'  meeting.  Officers  will hold their
positions  at  the  will  of the  board  of  directors,  absent  any  employment
agreement,  of which two currently exist and none  additional are  contemplated.
There are no arrangements,  agreements or understandings  between non-management
shareholders and management under which non-management shareholders may directly
or  indirectly  participate  in or influence  the  management  of the  Company's
affairs.                                                                        

     DENNIS CALVERT, President, Chief Executive Officer, Chairman of the
Board, Interim Chief Financial Officer                        

         Dennis Calvert, age 40, has an extensive entrepreneurial  background as
         an operator,  investor and consultant. From June 2002 to September 2002
         he served as president of Med Wireless,  Inc. In 1998 he was a founder,
         president and board member of Utelecom  Communications,  Inc.  where he
         led the  acquisition of four companies and secured a line of credit for
         $7.5  million  dollars.  He remains  an owner and board  member of that
         firm.  He was an investor and served as a manager of Beep for Free.com,

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         LLC  beginning  in the year 2000, a consumer  products  and  technology
         related  company.  Mr.  Calvert  was a founder  and  chairman  of ZZYZX
         Technologies,  Inc.,  a company that  designed  and produced  high tech
         equipment.  ZZYZX was sold in 2001. From 1990 to 1996 Calvert served as
         head of mergers and acquisitions for Medical Asset Management,  Inc., a
         company that acquired and managed  medical-related  businesses.  During
         his tenure he participated  in more than 50 acquisitions  and served in
         numerous  positions  with the  Company.  Prior,  he was a  founder  and
         officer of a medical  recruiting  and  consulting  firm  named  Merritt
         Hawkins  and  Associates  from  1987  to  1990.  Earlier,  he was a top
         producing sales  associate for a leading  physician  recruitment  firm,
         Jackson and Coker,  Inc.  and served as a sales  associate  for Diamond
Shamrock, Inc. from 1985 to 1986.                             

         Mr. Calvert holds a BA degree in Economics from Wake Forest University,
         where he was a  varsity  basketball  player  on full  scholarship.  Mr.
         Calvert also studied at Columbia University and Harding University.  He
         was an honor student in high school with numerous leadership awards. He
is also an Eagle Scout.                                       

         Dennis  Calvert was  appointed  to the board of  directors  on June 28,
         2002,  assumed  the role of  president  and CEO on June 28,  2002,  and
         served as interim  Corporate  Secretary  from  September 12, 2002 until
 March 1, 2003, and Interim CFO beginning March 2003 to present.

JOSEPH PROVENZANO, Director / Secretary                       

         Joseph  Provenzano,  age 34,  heads the Investor  Relations  effort and
         manages the mergers and  acquisitions  function for NuWay. He began his
         corporate career in 1988 as a Personnel Manager and Recruiter for First
         American Travel, a marketing  company in Southern  California.  He then
         entered into an entry-level  Technician  position within the Commercial
         and Residential  security  industry.  He left the industry as a General
         Manager in the mid 1990's to apply his marketing and sales  training to
         the  logistics  industry.  He was then  employed by two major  Southern
         California moving and storage companies as head of Marketing. He formed
         his own marketing  company called Pre-Move  Marketing  Services (PMSA),
         offering  advertising and direct marketing  products for the moving and
         storage  industry,  in  1996.  He  joined  Camden  Holdings,  Inc.,  an
         investment  holding  company to manage their  mergers and  acquisitions
         department,  in mid 2001,  and  participated  in more than 50 corporate
         mergers and  acquisitions.  He was employed  there until March 2003, at
         which time he became employed full time by the Company.  Mr. Provenzano
 has participated in organized rodeo and motocross competitions.

         Mr. Provenzano was appointed to the board of directors on June 28, 2002
and assumed the role of Corporate Secretary on March 26, 2003.

STEVEN V. HARRISON II, Director; Chairman, Audit Committee and
Compensation Committee                                        

         Steven V.  Harrison,  II, age 44, is the  president  of Empact,  Inc. a
         consumer  products based marketing  company.  From 1997 to 2001, he was
         the  founder,  president  and CEO of In Touch  Communications,  Inc., a
         Competitive  Local Exchange Carrier (CLEC),  providing  residential and
         business telephone services within the state of California, with annual
         revenue  of  more  than  $15  million.  During  2001and  2002 he was an
         investor  in  a  number  of  healthcare  and  consumer  products  based
         companies  including  Beep for  Free.com  LLC.  From 1991 to 1997,  Mr.
         Harrison was Chief Executive  Officer of Resource Medical Group,  Inc.,
         providing  management  consultancy  services to the healthcare industry
         assisting  hospitals,  Health Maintenance  Organizations,  clinics, and
         practice  management  firms with medical staff planning and contracting
         issues,  feasibility  studies and physician  recruitment and retention.

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         Mr.  Harrison  also  played  Division I football at  Appalachian  State
University.                                                   

GARY COX, Director Elect, member of Audit Committee           

         Mr. Gary A. Cox was elected to the board of  directors  on May 9, 2003,
         subject to the completion of a standard  background  check. He was also
         appointed to the Audit Committee. Mr. Cox has more than 10 years in the
         healthcare  field as  consultant to hospitals  and medical  groups.  He
         started his own firm in 1995 named Resource Medical  International  and
         is still active in that business. He served for more than 10 years with
         UK  firms in sales  and  marketing  positions  prior to  beginning  his
         healthcare  career.  He holds a technical  degree in  engineering  from
         Leicester  University in England. He was also a competitive athlete and
         played for a number of professional  soccer (football) clubs in England
in his early career.                                          

PRIOR OFFICERS/DIRECTORS                                                        

On June 28, 2002,  Todd Sanders  resigned as president,  and Dennis  Calvert was
appointed president.  Also on June 28, 2002, directors Jose Caballero and Dennis
R. Barry  resigned..  On September  12, 2002 Todd Sanders,  William  Bossung and
Michael Iscove  resigned from the board of directors.  Mr. Bossung also resigned
as chief operating officer and secretary of the Company.                        

On October 9, 2002,  the Company  announced that Dr. James Seay was scheduled to
join the Board on  November  1,  2002.  Because  the  Company's  Director's  and
Officer's  liability  insurance  lapsed prior to his joining the Board, Dr. Seay
did not accept his  appointment.  He did agree,  however,  to join the  advisory
board,  and has  recently  expressed  renewed  interest  in become a full  Board
member.  The  Company  has  applications  to  obtain  Director's  and  Officer's
insurance. Once that is obtained, the Board will consider appointing Dr. Seay to
the Board.                                                                      

COMMITTEES OF THE BOARD OF DIRECTORS                                            

The Company  established  a  Compensation  Committee of the board of  directors,
which reviews the  compensation for all officers and directors and affiliates of
the Company. The Committee also administers the Company's stock option plan. Mr.
Harrison  is Chairman of the  Compensation  Committee  and Mr. Cox serves on the
Compensation Committee.                                                         

The Company  established an Audit Committee of the board of directors that meets
with management and the Company's  independent  public accountants to review the
adequacy  of  internal  controls  and other  financial  reporting  matters.  Mr.
Harrison is Chairman  of the Audit  committee.  Mr. Cox also serves on the audit
committee.                                                                      

The Board has determined  that each of Messrs.  Harrison and Cox are independent
as defined under NASDAQ  Marketplace  rules.  NASDAQ staff indicated in a May 7,
2003 staff  determination  letter that it  questioned  whether Mr.  Harrison was
independent,  and  discussed  those  issues with the Company at the May 16, 2003
hearing.  Mr.  Harrison has no other  business  dealings or agreements  with the
Company or its Officers or Directors  other than in his role as Board Member and
Committee Member as described in this filing document.                          

ADVISORY BOARD MEMBERS                                                          

The board of directors of the Company has  established  a Board of Advisors (the
"Advisory Board") to assist the Company in the development and implementation of
its long-term strategy and goals. The Advisory Board holds no title or authority
over the  Company or its  management.  They each serve in an  advisory  capacity
only. Members include:                                                          

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         JAMES L. SEAY, DDS, is a licensed practicing dentist located in Memphis
         Tennessee.  He joined the Board in October  of 2002.  His  Professional
         Affiliations  include  American  Dental  Association  and the Christian
         Medical/Dental  Association.  Dr. Seay holds a  University  Appointment
         with the  University  of Tennessee  Dental  College.  Dr. Seay brings a
         wealth of knowledge and information  regarding the dental care industry
         and the health and  management of athletes in  competitive  sports.  In
         addition,  he was an  accomplished  basketball  coach with more than 20
         years  experience,  leading a number of Amateur  Athletic  Association,
         (AAU) teams to State Championships (7 times), Regional Championships (3
         times),  including  winning  the  National  Championships  at  the  AAU
         tournament in 1980 and 1984.  He coached at the  University of Southern
         Mississippi  from 1982 to 1984 prior to embarking on his  profession in
         dentistry.  He also had  extensive  post-graduate  studies in  exercise
         physiology.  Dr. Seay has agreed to join the Board of the Company  upon
         such time as the Company  secures  Directors  and  Officers  Insurance,
which is in process.                                          

         JOHN RUNYAN  joined the  Advisory  Board in October of 2002.  He had 38
         years with Fleming  Companies,  during which time the Company grew from
         $300 million to $17 billion in annual revenue.  Mr. Runyan retired as a
         Senior Executive Officer to head up JSR&R Company with primary emphasis
         in the United States and  International  Food Business.  Mr. Runyan was
         also  appointed  Senior  Advisor to the Chairman and CEO, IGA,  Inc., a
         supermarket  network with  worldwide  sales over $21 billion  annually.
         Additionally,  he serves on the board of  Madison  Park  REIT,  Nietech
         Corporation,  Blast Cat Equipment Co., and S4R Managed Services,  where
he also serves as Chairman.                                   

         KEVIN WOELFLEIN  joined the Advisory Board in October of 2002. He is an
         experienced financial executive with more than 25 years of domestic and
         international banking experience in top-level positions.  Mr. Woelflein
         was the  founding  Vice  President  and  General  Manager  of The First
         National Bank of Chicago branch in Tokyo.  First Chicago  appointed him
         to found  the Arab  American  Bank in New  York,  where  he  served  as
         president  and  Chief  Executive  Officer.  He was  also  President  of
         American  Security  Bank in  Washington,  D.C.,  and  president  of The
         Massachusetts  Company, a Boston-based  specialty bank and a subsidiary
         of Travelers Corporation.  Mr. Woelflein has had overall responsibility
         for managing bank investment portfolios, as large as $500 million, as a
         banker,  and has been a principal  broker  helping  banks  manage large
         portfolios.  Subsequent to this position,  he served as Chairman of the
         Board of Connecticut  Bancorp. He currently holds a Series 7 securities
         license.  He is president of U.S. Capital  Investments  Company, a bank
advisory firm.                                                

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                               

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors,  certain  officers  and  persons  holding  10  percent or more of the
Company's  common stock to file reports  regarding their ownership and regarding
their  acquisitions  and  dispositions  of the  Company's  common stock with the
Securities and Exchange Commission. Such persons are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.        

To our knowledge,  based solely upon review of Forms 3, 4, and 5 (and amendments
thereto)  and  written  representations  provided  to the  Company by  executive
officers,  directors and shareholders  beneficially owning 10 percent or greater

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of the outstanding shares, the Company believes that such persons filed pursuant
to the requirements of the Securities and Exchange Commission on a timely basis,
other than: (i) one late report filed by Mr. Calvert, (ii) one late report filed
by Mr. Provenzano,  (iii) the failure of Camden Holdings, Inc. to file a report,
(iv) the  failure  of Summit  Healthcare,  Inc.  to file a report,  (v) one late
report filed by Augustine Fund LP containing three  transactions,  (vi) two late
reports  filed by Todd  Sanders  (the  Company's  president  at the time),  each
containing  one  transaction,  and (vii) one late  report  filed by  William  C.
Bossung (a member of the  Company's  board of directors at the time)  containing
one transaction.                                                                

ITEM 10.  EXECUTIVE COMPENSATION.                                               

The  following  table sets forth the cash  compensation  paid by the  Company to
executive officers that received  compensation in excess of $100,000 (the "Named
Executive Officers") during 2001 and 2002:                                      

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------------------------------------
                                                                                  Long-term compensation                         
---------------------------------------------------------------------------------------------------------------------------------
                                            Annual Compensation                     Awards              Payouts                  
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 

    Name and          Year             Salary ($)           Other annual   Restricted    Securities   LTIP payouts   All other   
   principal         (b)                 (c)               compensation  stock awards     under-         ($)       compensation  
   position                                                    ($)           ($)          lying          (h)           ($)       
   (a)                                                         (e)           (f)         options/                                
                                                                                           SARs                        (i)       
                                                                                           (#)                                   
                                                                                           (g)                                   
---------------------------------------------------------------------------------------------------------------------------------
   Dennis Calvert,   2002  (1)          14,000               -        -    4,000,000             -                            -  
   Chief Executive                                                            (5)                                                
   Officer                                                                                                                       
---------------------------------------------------------------------------------------------------------------------------------
   Todd Sanders,     2002  (2)        94,000                                                                                     
   Chief Executive   2001                                    -        -                 750,000 (3)                              
   Officer           2000                                    -        -  100,000 (3)                            -             -  

---------------------------------------------------------------------------------------------------------------------------------
   William           2002  (2)        104,000                                                                   -             -  
   Bossung,          2001                                                              750,000 (4)              -             -  
   Chief Operating   2000  (4)                               -        -   100,000 (4)                           -             -  
   Officer                                                                                                                       
---------------------------------------------------------------------------------------------------------------------------------
   Joseph            2002 (6)                                                                                                    
   Provenzano,                                                                                                                   
   Director,                                                                                                                     
   Secretary                                                                                                                     
---------------------------------------------------------------------------------------------------------------------------------

(1) Became Chief Executive  Officer in June 2002.                               
(2) Including  offset of loansfrom the Company.                                 
(3) Became Chief  Executive  Officer in October 2000.  Pursuant to an employment
arrangement  the Company issued Mr.  Sanders  100,000 shares of Common Stock and
warrants to purchase  750,000  shares of Common  Stock for $1.75 per share.  The
warrants were subsequently cancelled in February 2002.                          
(4) Became Chief  Operating  Officer in October 2000.  Pursuant to an employment
arrangement  the Company issued Mr.  Bossung  100,000 shares of Common Stock and
warrants to purchase 750,000 shares of Common Stock for $1.75 per share.        

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(5) Mr. Calvert was issued 1,000,000 shares on January 9, 2003, and subsequently
returned the shares to the Company. He was also issued 3,000,000 shares on March
18, 2003, and subsequently returned the shares to the Company.                  

(6) Mr. Provenzano was appointed to the Board on June 28, 2002.                 

EMPLOYMENT CONTRACTS                                                            

The Company entered into employment agreements with Mr. Calvert in December 2002
and Mr.  Provenzano in March 2003.  Those  agreements  provide for a base annual
salary of $168,000 for Mr.  Calvert and $130,800 for Mr.  Provenzano  with bonus
payments and certain other benefits.                                            

Mr. Calvert's Agreement calls for him to be employed for five years at an annual
salary of $168,000 that he work with the Company on a full time basis,  that the
office be located in Laguna Hills, California,  that he receive annual increases
of 10% of his base income,  that bonuses will be payable based on the greater of
a performance scale established by the Compensation  Committee,  assigned by the
board of directors, or 3% of the annual increase in market capitalization value.
The  compensation  plan includes  benefits of a car  allowance,  insurance and a
standard  vacation  package.  The  agreement  has  certain  minimum  performance
standards  and  calls  for  a  severance   package  equal  to  one  year's  base
compensation,  plus an additional one half year's  compensation for each year of
service beginning in 2003. Standard confidentiality, company ownership rights to
property and assets and arbitration clauses are included in the agreement.      

Mr.  Provenzano's  Agreement  calls for him to be employed  for five years at an
annual  salary of  $130,800  that he work with the Company on a full time basis,
that the office be located in Laguna Hills,  California,  that he receive annual
increases  of 5% of his base income,  that bonuses will be payable  based on the
greater  of a  performance  scale  established  by the  Compensation  Committee,
assigned  by the board of  directors,  or 1.5% of the annual  increase in market
capitalization  value.  The  compensation  plan includes  those  benefits of car
allowance and insurance benefits and a standard vacation package.  The agreement
has certain  minimum  performance  standards  and calls for a severance  package
equal to one  year's  base  compensation,  plus an  additional  one half  year's
compensation   for  each   year  of   service   beginning   in  2003.   Standard
confidentiality, company ownership rights to property and assets and arbitration
clauses are included in the agreement.                                          

OPTIONS GRANTED DURING LAST FISCAL YEAR                                         

In August 2002, the Company issued warrants to purchase 100,000 shares of common
stock at $0.30 per share  through  February  23, 2004 to a former  executive  in
connection  with  his  resignation  from  the  Company.   The  Company  recorded
compensation  expense of $25,000  based on the  difference  between the exercise
price and the market price at the date of issuance.                             

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                                                        [Enlarge/Download Table]


EQUITY COMPENSATION PLANS                                                                                        
                                                                                                                 
       ------------------------------ ----------------------- ------------------------- -----------------------  
                                               (A) (B) (C)                                                       
         ------------------------------ ----------------------- ------------------------- -----------------------
       Plan Category                   Number of securities     Weighted average of      Number of securities    
                                        to be issued upon        exercise price of       remaining available     
                                           exercise of          outstanding options,     for future issuance     
                                       outstanding options,     warrants and rights          under equity        
                                       warrants and rights                                compensation plans     
                                                                                        (excluding securities    
                                                                                         reflected in column     
                                                                                                 (a))            
        ------------------------------ ----------------------- ------------------------- ----------------------- 
       Equity compensation plans              65,000                   $ 1.75                    -0-             
       approved by security holders                                                                              
        ------------------------------ ----------------------- ------------------------- ----------------------- 
       Equity compensation plans           400,000 (1)                  1.39                  5,484,062          
       not approved by security                                                                                  
       holders                                                                                                   
        ------------------------------ ----------------------- ------------------------- ----------------------- 
       Total                                 465,000                                          5,484,062          
       ------------------------------ ----------------------- ------------------------- -----------------------  

(1) 100,000  warrants  were issued in 2002 at a strike  price of $0.30;  300,000
warrants were issued prior to 2002 at a strike price of $1.75.                  

1994 STOCK OPTION PLAN                                                          

In June 1994,  the board of  directors  adopted the 1994 Stock  Option Plan (the
"Plan").  The maximum number of shares  available for issuance under the Plan is
1,500,000 shares.  The Plan terminates on June 13, 2004. The Plan is designed to
provide additional incentives for directors and officers and other key employees
of the  Company,  to promote  the  success of the  business  and to enhance  the
Company's ability to attract and retain the services of qualified  persons.  The
board of  directors  administers  the  Plan.  The Plan  authorizes  the board of
directors to grant key  employees  selected by it,  incentive  stock options and
non-qualified  stock  options.  The  exercise  price of shares  of Common  Stock
subject to options  qualifying as incentive  stock options must not be less than
the fair market value of the Common Stock on the date of the grant. The exercise
price of incentive  options  granted under the Plan to any  participant who owns
stock equal to more than 10% of the total  combined  voting power of all classes
of  outstanding  stock of the Company must be at least equal to 100% of the fair
market value on the date of grant.  Fair market value has been  determined to be
the closing price for the Company's  common stock reported by NASDAQ on the date
of option grant.                                                                

The  board of  directors  may  amend  the Plan at any time but may not,  without
shareholder approval,  adopt any amendment,  which would materially increase the
benefits  accruing  to  participants,   or  materially  modify  the  eligibility
requirements.  The Company also may not, without shareholder approval, adopt any
amendment,  which  would  increase  the maximum  number of shares,  which may be
issued under the Plan, unless the increase results from a stock dividend,  stock
split or other change in the capital  stock of the Company.  In March 1999,  the
board of directors  authorized an amendment to the Plan increasing the number of
shares to be issued  thereunder from 1,000,000 to 1,500,000.  This amendment was
submitted for shareholder  approval at the 1998 Annual Meeting and was approved.
At December 31, 2002, a total of 65,000  options  remain  outstanding  and fully
vested as follows:                                                              

                                                                [Download Table]


                                           Number of Shares       Price Per Share   
                                          ------------------  ----------------------
                                                                                    

Options Outstanding at January 1, 2001              237,500           $1.00 - $1.75 
Options Outstanding at December 31, 2001            237,500           $1.00 - $1.75 
Options Expired                                   (172,500)                   $1.00 
                                          ------------------                        
Options Outstanding at December 31, 2002         65,000               $1.00 - $1.75 
                                          ==================                        

2002 CONSULTANT EQUITY PLAN                                                     

In August of 2002,  the board  approved  the  formation  of the 2002  Consultant
Equity  Plan  designed to allow  consultants  to be  compensated  with shares of

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Company common stock for services provided to the Company.  A total of 1,500,000
shares were registered  under this plan in a Form S-8 filing made by the Company
on August 8, 2002.  This plan was amended by the Board in December 2002. A total
of 3,500,000  additional  shares were  registered  under this plan in a Form S-8
filing made by the Company on December 27,  2002.  Approval of this plan was not
submitted to the vote of the  shareholders.  Persons  eligible to receive  stock
awards under this plan included  "consultants" that provide bona fide consulting
services  to the  Company,  excluding  any  services  incident to the raising of
capital or promotion or  maintenance  of a market for the Company's  securities.
The plan is set to expire 10 years from its inception.  The plan is administered
by a plan committee of two or more members of the Board.  The plan committee can
award shares or options to purchase shares at a price in its discretion, so long
as the  price  chosen  is not  less  than 85% of the  fair  market  value of the
underlying shares as of the date of the grant.                                  

From August 2002 through  February 2003, the Company issued the 5,000,000 shares
available  under  this  plan to  approximately  26  consultants,  employees  and
directors.  Part of this issuance was a grant of 1,000,000  shares to Mr. Dennis
Calvert,  president and CEO of the Company,  as consideration  for his services.
Those 1,000,000  shares were issued in January of 2003, but were returned by Mr.
Calvert to the Company that same month.                                         

2003 STOCK COMPENSATION PLAN                                                    

On February 14, 2003,  the board of directors  approved the Company's 2003 Stock
Compensation  Plan  as  a  means  of  providing  directors,  key  employees  and
consultants  additional  incentive  to  provide  services  to NuWay.  Both stock
options and stock grants may be made under this plan.  The Plan sets aside up to
15,000,000  shares of the Company's common stock for these purposes,  which were
registered on a Form S-8 filing on February 27, 2003.  Approval of this plan was
not submitted to the vote of the shareholders.  The Board administers this plan.
The plan  allows  the  Board to award  grants of common  shares  or  options  to
purchase  common  shares.  The  board  has  discretion  to set the  price of the
options,  but in no event  shall that price be less than 100% of the fair market
value of the shares at the time of the grant. The Board may at any time amend or
terminate the plan. It does not expire on its terms.                            

During the  months of  February,  March and  April,  2003,  the  Company  issued
9,515,938 shares to approximately 26 consultants, directors, and employees.     

The board of directors approved a grant of 3,000,000 shares of stock pursuant to
the Company's 2003 Stock Compensation Plan to Mr. Dennis Calvert,  president and
CEO of the Company,  as consideration  for his services.  Those 3,000,000 shares
were issued in March of 2003. The Board  subsequently  modified its directive to
condition  the  issuance of shares for officers  and  directors  on  shareholder
approval  of the plans.  Mr.  Calvert  returned  those  3,000,000  shares to the
Company.                                                                        

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

The following table sets forth information regarding the beneficial ownership of
shares of the  Company's  common  stock as of May 22,  2003  (31,041,911  common
shares issued and outstanding) by (i) all  stockholders  known to the Company to
be beneficial owners of more than 5 percent of the outstanding common stock; and
(ii) all directors and executive officers of the Company,  individually and as a
group:                                                                          

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                                                        [Enlarge/Download Table]

                                                                                                 
----------------- ---------------------------------- ------------------------- ----------------- 
 Title of Class    Name and Address of Beneficial      Amount of Beneficial    Percent of Class  
                              Owner (1)                   Ownership (2)                          
----------------- ---------------------------------- ------------------------- ----------------- 
     Common       Dennis Calvert                            4,782,000               15.4%        
                  23461 S. Pointe Drive                                                          
                  Suite 200                                                                      
                  Laguna Hills, CA 92653                                                         

----------------- ---------------------------------- ------------------------- ----------------- 
     Common       Joseph Provenzano                         1,224,936                3.9%        
                  23461 S. Pointe Drive                                                          
                  Suite 200                                                                      
                  Laguna Hills, CA 92653                                                         

 ----------------- ---------------------------------- ------------------------- -----------------
     Common       Steven Harrison                            622,043                 2.0%        
                  23461 S. Pointe Drive                                                          
                  Suite 200                                                                      
                  Laguna Hills, CA 92653                                                         

----------------- ---------------------------------- ------------------------- ----------------- 
     Common       Gary Cox                                     -0-                   -0-         
                  23461 S. Pointe Drive                                                          
                  Suite 200                                                                      
                  Laguna Hills, CA 92653                                                         

----------------- ---------------------------------- ------------------------- ----------------- 
     Common       Augustine Fund, LP                      1,736,250 (3)              5.6%        
                  141 W. Jackson, Ste. 2182                                                      
                  Chicago, IL 60604                                                              

----------------- ---------------------------------- ------------------------- ----------------- 
     Common       All directors and officers,               6,628,979               21.4%        
                  individually and as a group                                                    

----------------- ---------------------------------- ------------------------- ----------------- 

(1) Except as noted in any  footnotes  below,  each person has sole voting power
and sole dispositive  power as to all of the shares shown as beneficially  owned
by them.                                                                        

(2) Other than as footnoted below,  none of these security holders has the right
to acquire any amount of the shares  within sixty days from  options,  warrants,
rights, conversion privilege, or similar obligations.  The amount owned is based
on  issued  common  stock,  as  well  as  stock  options,  which  are  currently
exercisable.                                                                    

(3) This information is according to the latest filing with the SEC by Augustine
Fund, LP as of May 22, 2003.                                                    

CHANGES IN CONTROL                                                              

The board of directors has voted to put to the  shareholder  vote the conversion
of a  $1,120,000  note into equity of the Company.  The board of  directors  has
elected to recognize the conversion of the note to equity upon the date at which
the board of directors  approved the  conversion  to equity,  which  occurred in
March of 2003. The shareholders will vote to ratify the decision at the upcoming
meeting  scheduled to occur during the third  Quarter of 2003.  The shares to be
issued in exchange for the conversion  will not be issued until such time as the
proper  shareholder   approvals  can  be  obtained.   If,  for  any  reason  the
shareholders  do not approve the  conversion  terms,  then, the Company would be
required to  re-state  the  Company's  balance  sheet to reverse the  conversion
transaction.  Management  believes the shareholders  will approve the conversion
terms.                                                                          

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ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

Since the beginning of the last fiscal year,  other than those described  below,
there have not been any transactions  that have occurred between the Company and
its officers, directors and five percent or greater shareholders.               

CALVERT EMPLOYMENT AGREEMENT                                  

In December 2002, the Company entered into an agreement with Dennis Calvert with
respect  to his  employment  as  president  and Chief  Executive  Officer of the
Company.  Mr.  Calvert's  Agreement calls for him to be paid an annual salary of
$168,000,  be employed  for five years,  that he work with the Company on a full
time  basis,  that the office be located in Laguna  Hills,  California,  that he
receive annual increases of 10% of his base income, that bonuses will be payable
based on the greater of a  performance  scale  established  by the  Compensation
Committee,  assigned by the board of directors,  or 3% of the annual increase in
market  capitalization  value. The compensation  plan includes benefits of a car
allowance,  insurance and a standard vacation package. The agreement has certain
minimum  performance  standards  and calls for a severance  package equal to one
years base compensation, plus an additional one half years compensation for each
year of service beginning in 2003. Standard  confidentiality,  company ownership
rights to  property  and assets and  arbitration  clauses  are  included  in the
agreement.                                                                      

PROVENZANO EMPLOYMENT AGREEMENT                               

In March 2003, the Company entered into an agreement with Joseph Provenzano with
respect to his  employment  as a Director  and  Secretary  of the  Company.  Mr.
Provenzano's Agreement calls for him to be paid an annual salary of $130,800, be
employed  for five  years,  that he work with the  Company on a full time basis,
that the office be located in Laguna Hills,  California,  that he receive annual
increases  of 5% of his base income,  that bonuses will be payable  based on the
greater  of a  performance  scale  established  by the  Compensation  Committee,
assigned  by the board of  directors,  or 1.5% of the annual  increase in market
capitalization  value.  The  compensation  plan includes  those  benefits of car
allowance and insurance benefits and a standard vacation package.  The agreement
has certain  minimum  performance  standards  and calls for a severance  package
equal  to one  years  base  compensation,  plus an  additional  one  half  years
compensation   for  each   year  of   service   beginning   in  2003.   Standard
confidentiality, company ownership rights to property and assets and arbitration
clauses are included in the agreement.                                          

FINANCING AGREEMENT WITH CAMDEN HOLDINGS                      

During June 2002,  the Company  entered into a financing  agreement  with Camden
Holdings,  Inc., a diversified holding company with interests in many industries
including the healthcare industry. The Company received $250,000 in exchange for
1,000,000 shares of its restricted  common stock ($0.25 per share).  Stockholder
consent was not required for the  agreement.  The share price was  determined by
the  trading  price  of  the  stock  during  the  few  days  leading  up to  the
consummation of the transaction  (June 27, 2002),  which was a range of $0.24 to
$0.30 per share. At the time of the transaction,  Camden Holdings, Inc. owned no
shares in the Company.  After the effect of the Med  Wireless,  Inc. and Genesis
Health  Tech,  Inc.   transactions   described  below,   Camden  Holdings  owned
approximately 1,017,548 shares in addition to the 1,000,000 shares received from
the $250,000 investment.                                                        

GENESIS HEALTH TECH, INC.                                     

On June 28, 2002, the Company purchased certain assets from Genesis Health Tech,
Inc.  ("Genesis"),  a wholly owned subsidiary of Camden  Holdings.  These assets

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included a database  compiled over a 24-month period of healthcare  providers in
the United States.  The business  purpose of the  transaction was to provide the
Company a valuable tool to market its  Ultrasound  program.  The total  purchase
price of $300,000 was satisfied by the issuance of 666,667  restricted shares of
NuWay restricted common stock (at a price of $0.45 per share). The book value of
the asset is $255,000,  which reflects a 15% discount due to the restrictions on
the issued stock.  The $300,000  purchase  price was a  commercially  reasonable
price in  light  of the  value of the  asset  to the  Company.  The  transaction
received the consent of a majority of NuWay's stockholders, as well as its board
of  directors.  As  detailed  in the  Form  14C  filed on  September  23,  2002,
stockholders  owning  3,930,183  shares of the 7,761,353  total shares of common
stock then  outstanding,  consented to the transaction.  Camden Holdings was the
holder of 1,000,000  shares of common stock at the time of the  transaction as a
result of the Financing Agreement described immediately above.                  

MED WIRELESS, INC.                                            

By way of an  agreement  dated July 16, 2002 and amended  August 21,  2002,  the
Company  acquired a 15-year,  fully paid license to certain  technology from Med
Wireless,  Inc. As detailed in the  Company's  prior  filings,  pursuant to this
license  agreement  (i) the Company  would  license from Med Wireless all of its
rights and interest in certain software applications relating to the movement of
medical images and data over the Internet and via handheld  wireless  devices as
well as  customer  lists;  (ii) Med  Wireless  would  assign its  customers  and
distribution  agreements  related to the licensed  intellectual  property to the
Company;  and (iii) the Company would assume $1,120,000 of outstanding debt (see
further  discussions  below).  In return,  NuWay would issue to the Med Wireless
shareholders   6,600,000  shares  of  NuWay's   restricted  common  stock.  When
effectuated,  the Med Wireless Agreement  resulted in Med Wireless  shareholders
owning approximately 44 percent of the Company's outstanding shares.            

Camden Holdings,  Inc. owned 1,000,000 shares (12.9%) of the Company at the time
this  transaction  was  approved by the  shareholders,  and also held a minority
interest in Med Wireless. In addition,  Summit Healthcare,  Inc., which shares a
common  president  with  Camden  Holdings,  Inc.,  also owned an interest in Med
Wireless.  Both Camden  Holdings  and Summit  Healthcare  received  stock in the
Company as a result of this transaction.  In addition,  the Company's president,
Dennis  Calvert,  indirectly  owns  approximately  9.9%  of  the  shares  of Med
Wireless,  and  received  600,000  shares  of the  Company  as a  result  of the
transaction.  Shareholders  of  the  Company  owning  3,930,183  shares  of  the
7,761,353  shares  then  outstanding  consented  to  the  transaction  with  Med
Wireless. In addition, the board of directors approved the transaction.         

As a result of Mr. Calvert's  agreement to become the president of Med Wireless,
Inc.  on or about  June 15,  2002,  he  received  in the name of New  Millennium
Capital  Partners,  LLC a right to, but not actual  certificates for, a total of
1,327,700 shares of stock in Med Wireless,  Inc., representing 9.9% of the total
number of shares of Med Wireless, Inc., and received those shares by virtue of a
corresponding reduction of shares then currently held by Camden Holdings,  Inc.,
which,  upon its effective  date,  resulted in New Millennium  Capital  Partners
receiving 600,000 shares of NuWay from the Med Wireless  transaction with NuWay.
Mr.  Calvert was asked by the board of  directors  to become  president of NuWay
Medical  (known then as NuWay  Energy) for the purpose of executing  the Plan to
Change  Business  Focus and Turn Around the Company as referenced  above in this
filing document.                                                                

SALE OF OIL OPERATIONS                                        

NuWay  entered  into an  agreement on December 15, 2002 with Summit Oil and Gas,
Inc. to sell the stock of NuWay Resources, Ltd. (its oil and gas subsidiary) for

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$100,000 less  outstanding  liabilities.  The Company  realized no cash from the
sale of these  operating  units,  but was able to  contractually  insure that it
would not retain any liabilities beyond October 1, 2002. In conjunction with the
sale of these operations,  NuWay recorded a loss of $1,290,948 during the fourth
quarter of 2002. The transaction price was determined as a result of the Company
receiving no viable suitors,  bidders or offers for the assets.  In light of the
rapidly increasing  liabilities and the carrying,  management and auditing costs
of an unprofitable  assets, the stock was sold. The business purpose was to stop
the  negative  cash flow,  stop the  contingent  losses,  and the removal of the
burden to management the investment.                                            

The president of Summit Oil and Gas, Inc. is Mark Anderson. Mr. Anderson is also
president  of  Camden  Holdings,   Inc.,  and  Summit  Healthcare,   Inc.,  both
shareholders of the Company. A shareholder vote was not held in relation to this
transaction.  Mr.  Anderson  also served as a  consultant  to the  Company,  and
received shares of the Company pursuant to its 2002 Consultant Equity Plan.     

SALE OF CASINO OPERATIONS                                     

NuWay entered into an agreement on December 15, 2002, effective October 1, 2002,
to sell the stock of its wholly owned casino rental subsidiaries (Latin American
Casinos del Peru S.A., and Latin American  Casinos of Colombia,  LTDA) to Casino
Ventures Partners,  a Nevada  Partnership.  The purchase price for the stock was
$300,000  less  all  outstanding  liabilities  of  the  two  subsidiaries.   The
transaction  price was determined as a result of the Company receiving no viable
suitors,  bidders or offers for the assets.  In light of the rapidly  increasing
liabilities  and the carrying,  management  and auditing  costs of  unprofitable
assets,  the stock was sold. The business  purpose was to stop the negative cash
flow,  stop the contingent  losses,  and the removal of the burden to management
the investment.  As the offsetting  liabilities  exceeded the purchase price and
the Company  received  no funds.  The  Company  recorded a loss from  operations
through September 30, 2002 of $147,247 and a loss of $1,376,733 on disposal.    

Management was alerted by its onsite managers  employed by the Company that they
had received a notice of tax levy and seizure by the foreign  government related
to more than  $250,000  in US  Dollars  allegedly  owed by the  local  operating
subsidiaries.  Management  found  the  representations  by  its  managers  to be
inconsistent  and  unreliable.  Management  suspected that its assets were being
illegally  depleted by its local staff.  Local police  authorities  notified the
Company that a former  employee was being pursued  criminally for  embezzlement.
Management attempted to secure consultants who would travel to Peru and Columbia
to conduct a physical  inspection and restore order to its  operations,  but was
unable to accomplish  this goal due to the perceived risk to individual  safety.
In  light  of  the  increasing  liabilities,  language  and  cultural  barriers,
political  unrest,  cost of carrying the assets,  cost of audit and maintenance,
relative age of the assets,  and its lack of core value to the business  plan as
going forward, the Board entered into the decision that was consummated.        

      NEW MILLENNIUM CAPITAL PARTNERS, LLC PURCHASE OF STOCK AND NOTE FROM
CAMDEN HOLDINGS, INC., AND SUMMITT VENTURES, INC.             

New  Millennium  Capital  Partners,  LLC,  a Nevada  limited  liability  company
controlled by Company president Dennis Calvert, purchased a promissory note held
by Summitt  Ventures  (see detail  below),  and also  purchased  an aggregate of
4,182,107  shares of the Company's  common stock from Camden Holdings and Summit
Healthcare,  Inc. in exchange for $900,000,  payable in the form of a promissory

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note.  The share  certificates  representing  these shares were delivered to Mr.
Calvert on April 9, 2003.  This note is secured by the shares of common stock of
the Company sold in the  transaction  and is further  secured by common stock of
the Company held by Mr. Calvert.  Mark Anderson,  president of Camden  Holdings,
Summit  Healthcare,  and  Summitt  Ventures,  conditioned  the  purchase  by New
Millennium on the Company  converting the promissory  note to common stock.  The
conversion of the note held by New  Millennium is a matter to be brought  before
the shareholders at the next shareholder meeting scheduled for the third quarter
2003.                                                                           

CONVERSION OF $1,120,000 NOTE TO STOCK                        

On March 26,  2003,  the board of  directors  of the Company  voted to convert a
promissory note owed by the Company in the face amount of $1,120,000 held by New
Millennium Capital Partners,  LLC, a Nevada limited liability company controlled
by the Company's president Dennis Calvert, into common stock of the Company at a
37.5% discount to market price. New Millennium consented to the conversion.     

The business purpose of this  transaction was to retire  $1,120,000 in debt owed
by the Company with the effect increasing shareholder equity by that amount. The
board of directors  determined  that a discount to market price was  appropriate
given that (i) given the quantity of the shares  issued,  a block of shares that
size could not be liquidated  without  affecting the market price of the shares,
and (ii) the  shares  would  be  labeled  with a  restrictive  legend  requiring
fulfillment of Rule 144 prior to sale on the open market,  thus precluding their
sale prior to one year from the date of the transaction.  The board of directors
at the time determined that a 37.5% discount was appropriate.                   

The board of directors  has modified its  resolution  converting  the shares and
made the  conversion  conditional  upon  receiving  shareholder  approval of the
conversion  at the Company's  next  shareholder  meeting per NASDAQ  Marketplace
rules.  New Millennium has agreed to extend the terms of the note 90 days,  from
June 15,  2003 to  September  15,  2003,  to allow  sufficient  time to obtain a
shareholder vote.  Management  anticipates that the Company will hold its annual
shareholder meeting in July or August 2003.                                     

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.     

EXHIBITS.                                                                       

     Exhibits  included or  incorporated  by reference in this  document are set
forth in the Exhibit Index.                                                     

REPORTS ON FORM 8-K.                                                            

     There  were no reports  on Form 8-K filed  during  the last  quarter of the
fiscal year covered by this report.                                             

ITEM 14.  CONTROLS AND PROCEDURES.                                              

(a) Evaluation of disclosure controls and procedures.                           

Within the 90 days prior to  December  31,  2002,  the  Company  carried  out an
evaluation of the  effectiveness  of the design and operation of its  disclosure
controls  and  procedures  pursuant  to Rule  13a-14  under the  Securities  and
Exchange  Act of 1934  ("Exchange  Act").  This  evaluation  was done  under the
supervision and with the  participation of the Company's  president.  Based upon
that  evaluation,  they  concluded  that the Company's  disclosure  controls and
procedures  are effective in gathering,  analyzing  and  disclosing  information
needed to satisfy the Company's disclosure obligations under the Exchange Act.  

(b) Changes in internal controls.                                               

There were no significant  changes in the Company's  internal controls or in its
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.                                                    

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SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.                                  

Dated: May 22, 2003                            NuWay Medical, Inc.              
                                    By: /S/ Dennis Calvert
                                           -----------------------------
                                        Dennis Calvert, President,
                                         Chief Executive Officer and
                                             Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date indicated:                                       

                                                                [Download Table]


            NAME                          TITLE                          DATE     
                                                                                  

/s/   Dennis  Calvert       Chairman of the Board,                                
---------------------       Chief Executive Officer, President and                
Dennis Calvert              Interim  Chief  Financial  Officer      May  22,  2003

/s/   Joseph  Provenzano                                                          
------------------------                                                          
Joseph  Provenzano           Director                              May  22,  2003 

/s/   Steven  V.  Harrison  II                                                    
------------------------------                                                    
Steven  V.  Harrison  II     Director                              May  22,  2003 

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CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE
--------------------------------------------------------------------------------
ACT  OF  1934, RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE
--------------------------------------------------------------------------------
SARBANES-OXLEY  ACT  OF  2002                                                   
-----------------------------                                                   

In  connection  with the Annual Report of NuWay Medical, Inc. (the "Company") on
Form  10-KSB  for  the year ended December 31, 2002 as filed with the Securities
and  Exchange  Commission  on the date hereof (the "Report"), I, Dennis Calvert,
Chief  Executive  Officer  of the Company, certify, pursuant to Rules 13a-14 and
15d-14  of  the  Securities Exchange Act of 1934, as adopted pursuant to Section
302  of  the  Sarbanes-Oxley  Act  of  2002,  that:                             

1.  I  have  reviewed  this annual report on Form 10-KSB of NuWay Medical, 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
Company  as  of,  and  for,  the  periods  presented  in  this  annual  report; 

4.  The  Company'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  Company  and  have:       

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the Company, 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  Company'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  Company's  other certifying officers and I have disclosed, based on our
most  recent  evaluation,  to  the Company's auditors and the audit committee of
Company'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 Company's ability to record, process, summarize
and  report  financial  data  and have identified for the Company'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 Company's internal controls; and

6.  The  Company'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.                           

/s/  Dennis  Calvert                                                            
--------------------                                                            
Dennis  Calvert,  President,                                                    
Chief  Executive  Officer,  and                                                 
Interim  Chief  Financial  Officer                                              
May  22,  2003                                                                  

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                          INDEX TO FINANCIAL STATEMENTS                                                                       

                                                                                                                              

------------------------------------------------------------------------------------------------------ -----------------------
                                                                                                                Page          
------------------------------------------------------------------------------------------------------ -----------------------
Report of Independent Auditors - Haskell & White LLP                                                            F-2           

------------------------------------------------------------------------------------------------------ -----------------------
Report of Independent Auditors - Shubitz Rosenbloom & Co., P.A.                                                 F-3           

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Balance Sheets as of December 31, 2002 and December 31, 2001                                       F-4           

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Statements of Operations for the years ended December 31, 2002 and 2001                            F-5           

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2002 and            F-6           
2001                                                                                                                          

------------------------------------------------------------------------------------------------------ -----------------------
Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2001                            F-8           

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

------------------------------------------------------------------------------------------------------ -----------------------

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders                                      
NuWay Medical, Inc. (F/K/A NuWay Energy, Inc.)                                  

        We have audited the consolidated balance sheet of NuWay Medical,
Inc. and Subsidiaries (the "Company") as of December 31, 2002 and the related   
consolidated statements of operations, stockholders' equity and cash flows for  
the year then ended. 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 audit.          

    We conducted our audit 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 our audit provides 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 NuWay Medical, Inc. and Subsidiaries as of December 31, 2002 and the
results of their operations and their cash flows for the year then ended, in    
conformity with accounting principles generally accepted in the United States of
America.                                                                        

   As discussed in notes 1 and 3 to the consolidated financial
statements, the Company exited several business lines during 2002 through the   
sale of interests in subsidiaries and the discontinuance of operations.         

    The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in 
note 1 to the consolidated financial statements, the Company has limited liquid 
resources, recurring losses from operations and is seeking to implement its     
business plan with a new industry focus. These matters raise substantial doubt  
about its ability to continue as a going concern. Management's plans in regard  
to these matters are also discussed in note 1. The consolidated financial       
statements do not include any adjustment that might result from the outcome of  
this uncertainty.                                                               

 /s/ HASKELL & WHITE LLP

Irvine, California                                                              
May 12, 2003                                                                    

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors of                                                    
NuWay Energy, Inc. (F/K/A Latin American Casinos, Inc.) and Subsidiaries        

            We have audited the consolidated balance sheet of NuWay Energy, Inc.
and Subsidiaries as of December 31, 2001 and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the year then 
ended. 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 audit.                           

    We conducted our audit 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 our audit provides 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 NuWay Energy, Inc. and Subsidiaries as of December 31, 2001 and the 
results of their operations and their cash flows for the year then ended, in    
conformity with accounting principles generally accepted in the United States of
America.                                                                        

            As discussed in note 4 to the consolidated financial statements, the
Company reduced its asset values and has charged operations for 2001 with a     
$3,015,182 asset impairment charge.                                             

    The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in 
note 1 to the consolidated financial statements, the Company's significant      
operating losses raise doubt about its ability to continue as a going concern.  
The consolidated financial statements do not include any adjustment that might  
result from the outcome of this uncertainty.                                    

                                      /s/ SHUBITZ ROSENBLOOM & CO., P.A.

Miami, Florida                                                                  
April 10, 2002                                                                  

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                                            ASSETS                                            
                                            ------                                            
                                                                         December 31,         

                                                                      2002           2001     
                                                                 -------------- --------------
CURRENT ASSETS                                                                                
                                                                                              
  Cash and Cash Equivalents                                       $        521   $    440,827 
  Accounts Receivable, Net of  $25,000 of Allowance                                           
    For Doubtful Accounts in 2001                                            -        234,054 
  Inventory                                                                  -        475,291 
  Prepaid Expenses and Other Current Assets                                  -        156,958 
                                                                 -------------- --------------
              Total Current Assets                                         521      1,307,130 
                                                                 -------------- --------------
PROPERTY AND EQUIPMENT - NET                                            28,844      2,360,135 
                                                                 -------------- --------------

OTHER ASSETS                                                                                  
  Accounts Receivable Long-Term, Net of Allowance For                                         
    Doubtful Accounts of $150,000 in 2001                                    -        450,000 
  Deposits                                                                   -         26,693 
  Notes Receivable - Officers and Affiliates                                 -        440,000 
  Other Assets                                                               -          6,374 
  Marketing Database (Note 5)                                          255,000              - 
  Med Wireless License (Note 5)                                      4,090,000              - 
                                                                 -------------- --------------

              Total Other Assets                                     4,345,000        923,067 
                                                                 -------------- --------------
TOTAL ASSETS                                                      $  4,374,365   $  4,590,332 
                                                                 ============== ==============

               LIABILITIES AND STOCKHOLDERS' EQUITY                                           
               ------------------------------------                                           

CURRENT LIABILITIES                                                                           
  Accounts Payable and Accrued Expenses                           $  1,131,579   $    985,776 
  Note Payable (Notes 5 and 12)                                      1,120,000              - 
  Debentures Payable, net                                              150,000      2,400,004 
                                                                 -------------- --------------
              Total Current Liabilities                              2,401,579      3,385,780 
                                                                 -------------- --------------

COMMITMENTS, CONTINGENCIES AND SUBSEQUENT                                                     
 EVENTS (NOTES 9, 11 and 12)                                                                  

STOCKHOLDERS' EQUITY                                                                          
  Convertible Preferred Series A, $.00067 Par Value, 25,000,000                               

        Shares Authorized, None Outstanding                                  -              - 
  Common Stock, $.00067 Par Value, 100,000,000 Shares                                         
       Authorized, 17,137,727 and 5,078,783 Shares Issued                                     
       at 2002 and 2001, respectively                                   11,483          3,402 
  Additional Paid-In Capital                                        20,289,936     15,137,225 
  Accumulated Other Comprehensive Loss                                       -       (544,539)
  Accumulated Deficit                                              (18,201,629)   (13,264,532)
  Treasury Stock, at cost, 44,900 Shares Held in 2002 and 2001        (127,004)      (127,004)
                                                                 -------------- --------------
              Total Stockholders' Equity                             1,972,786      1,204,552 
                                                                 -------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  4,374,365   $  4,590,332 
                                                                 ============== ==============

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

F-4 

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 NUWAY MEDICAL, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION
FOR THE YEARS ENDED 
AS OF DECEMBER 31, 2002 AND 2001

                                                        [Enlarge/Download Table]


                                                         Years Ended December 31,    
                                                              2002          2001     
                                                       --------------- --------------
Revenue                                                                              
                                                                                     
  Rental Income                                           $         -   $     3,600  
                                                       --------------- --------------
              Total Revenues                                        -         3,600  
                                                       --------------- --------------

Costs and Expenses                                                                   
  Selling, General and Administration                       2,157,289     2,600,371  
  Depreciation, Depletion and Amortization                      9,938         6,109  
  Expenses Associated With Stock Issued for Services          987,944       405,650  
  Cancellation of prior year warrant compensation          (1,659,750)            -  
  Repricing of Stock Options                                        -      (230,650) 

  Impairment Charges                                                -        86,295  
                                                       --------------- --------------
              Total Costs and Expenses                      1,495,421     2,867,775  
                                                       --------------- --------------

Loss from operations                                       (1,495,421)   (2,864,175) 
                                                       --------------- --------------

Other Income and Expense                                                             
  Interest Income (Expense)                                   (45,026)      121,695  
  Other Income                                                 51,767           240  
                                                       --------------- --------------
              Net Other Income                                  6,741       121,935  
                                                       --------------- --------------

Loss Before Income Taxes                                   (1,488,680)   (2,742,240) 
Provision for Income Taxes (Benefit)                                -             -  
                                                       --------------- --------------
Net Loss from Continuing Operations                        (1,488,680)   (2,742,240) 
                                                       --------------- --------------

Loss from Discontinued Operations (Note 3)                 (3,448,417)   (3,910,193) 
                                                       --------------- --------------
Net Loss                                                  $(4,937,097)  $(6,652,433) 
                                                        ============== ==============
Loss Per Common Share - Basic and Diluted                                            
  Loss per share from Continuing Operations               $     (0.15)  $     (0.65) 
                                                          ============  ============ 
  Loss per share from Discontinued Operations             $     (0.35)  $     (0.93) 
                                                          ============  ============ 
  Net Loss per Share                                      $     (0.50)  $     (1.56) 
                                                          ============  ============ 
  Weighted Average Common Share Equivalents Outstanding     9,791,396     4,255,903  
                                                          ============  ============ 


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

F-5 

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 NUWAY MEDICAL, INC AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 FOR THE YEARS ENDED
DECEMBER 31, 2002 AND 2001

                                                        [Enlarge/Download Table]


                                      Common Stock                                     Accumulated                                  
                             --------------------------------                                                                       
                                 Number          Par         Additional         Other          Retained               Comprehensive 
                                   of           Value         Paid-In       Comprehensive      Earnings    Treasury     Income      
                                 Shares        $.00067        Capital       Income (Loss)      (Deficit)     Stock      (Loss)      
                             ---------------  ------------ --------------- -------------- --------------- ------------ -------------
                                                                                                                                    

BALANCE DECEMBER 31, 2000         4,225,000      $  2,830    $ 13,796,612   $  (560,326)    $(6,612,099)     $(5,235)     $      -  
ADJUSTMENT FOR FOREIGN                                                                                                              
     CURRENCY TRANSLATION                                                                                                           
                                                                                  15,787                                     15,787 

STOCK ISSUED FOR SERVICES           187,500           126         405,524                                                           
REPRICING ON VARIABLE                                                                                                               
     OPTION PLAN                                                                                                                    
                                                                (230,460)                                                           
TREASURY STOCK                                                                                              (121,769)               
CONVERSION OF DEBENTURES            666,283           446       1,165,549                                                           
NET LOSS FOR THE YEAR                                                                                                               
    ENDED DECEMBER 31, 2001                                                                                                         
                                                                                             (6,652,433)                (6,652,433) 
                             ---------------  ------------ --------------- -------------- --------------- ------------ ------------ 
BALANCE DECEMBER 31, 2001         5,078,783      $  3,402    $ 15,137,225   $  (544,539)   $(13,264,532)   $(127,004)               

COMPREHENSIVE  LOSS FOR                                                                                                             
    THE YEAR ENDED                                                                                                                  
    DECEMBER 31, 2001                                                                                                $  (6,636,646) 
                                                                                                                   ================ 

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

                                      F-6                                                                                           

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                                                        [Enlarge/Download Table]


                       NUWAY MEDICAL, INC AND SUBSIDIARIES                                                                         
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                   
                               FOR THE YEARS ENDED                                                                                 
                           DECEMBER 31, 2002 AND 2001                                                                              
                                   (CONTINUED)                                                                                     

                                       Common Stock                                                                                
                                 -----------------------------              Accumulated                                            
                                  Number         Par         Additional        Other        Retained                 Comprehensive 
                                    of          Value         Paid-In      Comprehensive    Earnings      Treasury     Income      
                                  Shares       $.00067        Capital      Income (Loss)   (Deficit)        Stock       (Loss)     
                                 ------------ ------------ --------------- ------------  --------------- ------------ ------------ 
                                                                                                                                   
STOCK ISSUED FOR SERVICES          2,459,707        1,649         986,295                                                          
CONVERSION OF DEBENTURES           1,332,570          893       2,331,705                                                          

        CANCELLATION OF WARRANTS                              (1,659,750)                                                          

STOCK ISSUED FOR                                                                                                                   
    INTANGIBLES                      666,667          447         254,553                                                          
STOCK ISSUED FOR LICENSE OF                                                                                                        
    MED WIRELESS SOFTWARE                                                                                                          
                                   6,600,000        4,422       2,965,578                                                          
REALIZED LOSS OF FOREIGN                                                                                                           
CURRENCY TRANSACTIONS                                                                                                              
                                                                               544,539                                    544,539  
WARRANTS ISSUED UNDER                                                                                                              
    EMPLOYMENT AGREEMENT                                                                                                           
                                                                   25,000                                                          
STOCK ISSUED UNDER                                                                                                                 
    COMMON STOCK                                                                                                                   
    PURCHASE AGREEMENT                                                                                                             
                                   1,000,000          670         249,330                                                          
NET LOSS FOR THE YEAR                                                                                                              
    ENDED DECEMBER 31, 2002                                                                                                        
                                                                                            (4,937,097)                 (4,937,097)
                                  ------------ ------------ --------------- ------------  --------------   ------------ -----------
BALANCE DECEMBER 31, 2002         17,137,727    $  11,483     $20,289,936    $       -   $ (18,201,629)     $ (127,004)            
                                 ============ ============ =============== ============  ===============    ============           

COMPREHENSIVE (LOSS) FOR                                                                                                           
    THE  YEAR ENDED                                                                                                                
    DECEMBER 31, 2002                                                                                                 -------------
                                                                                                                      $ (4,392,558)
                                                                                                                      =============
The accompanying notes are an integral part of these financial statements.                                                         

                                      F-7                                                                                          


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 NUWAY MEDICAL, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS         
 FOR THE YEARS ENDED
DECEMBER 31, 2002 AND 2001
 (CONTINUED)

                                                        [Enlarge/Download Table]


                                                                                Years Ended December 31,   
                                                                                   2002          2001      
CASH FLOWS FROM OPERATING ACTIVITIES                                                                       
-------------------------------------                                                                      
                                                                                                           

  Net Loss                                                                     $(4,937,097)  $(6,652,433)  
  Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:                              
      Depreciation, Depletion and Amortization                                       9,938         6,109   
      Issuance of Stock for Services                                               987,944       471,650   
      Cancellation of prior year warrant compensation                           (1,659,750)            -   
      Asset Impairment Charges From Discontinued Operations                              -     3,015,182   
      Loss on disposal of Discontinued Operations                                3,448,417             -   
      Cash Used in Discontinued Operations                                               -     1,183,677   
      Realized Loss of Foreign Currency Translation                                544,539             -   
      Issuance of Warrants as Compensation                                          25,000             -   
      Issuance of Warrants and Options                                                                     
            accounted for as compensation and repricing of options                       -      (230,462)  
      Amortization of Deferred Debt Issuance Costs                                       -        64,500   
      Increase (Decrease) in Prepaid Expenses and Other Current Assets             163,332       (18,484)  
      Increase in Accounts Payable and Accrued Expenses                            287,371       542,225   
                                                                               ------------  ------------  
    Net Cash Used In Operating Activities                                       (1,130,306)   (1,618,036)  
                                                                               ------------  ------------  

CASH FLOWS FROM INVESTING ACTIVITIES                                                                       
------------------------------------                                                                       
    Cash Used in Discontinued operations                                                 -    (1,802,655)  
    Acquisition of Treasury Stock                                                        -      (121,197)  
    Issuance of Notes Receivable to Officers and Affiliates                              -      (440,000)  
    Decrease in Notes Receivable to Officers and Affiliates from                                           
    Severance Packages                                                             440,000             -   
                                                                               ------------  ------------  
    Net Cash Provided By (Used In) Investing Activities                            440,000    (2,363,852)  
                                                                               ------------  ------------  
 CASH FLOWS FROM FINANCING ACTIVITIES                                                                      
 -------------------------------------                                                                     
    Proceeds from Sale of Securities                                               250,000             -   
                                                                               ------------  ------------  
    Net Cash Provided By Financing Activities                                      250,000             -   
                                                                               ------------  ------------  

NET DECREASE IN CASH AND CASH EQUIVALENTS                                         (440,306)   (3,981,888)  

CASH AND CASH EQUIVALENTS - BEGINNING                                              440,827     4,422,715   
                                                                               ------------  ------------  

CASH AND CASH EQUIVALENTS - ENDING                                             $       521   $   440,827   
                                                                               ============  ============  
SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:                                                    

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

                                      F-8                                                                  

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                       NUWAY MEDICAL, INC AND SUBSIDIARIES                                                 
                 CONSOLIDATED STATEMENTS OF CASH FLOWS                                                     
                               FOR THE YEARS ENDED                                                         
                           DECEMBER 31, 2002 AND 2001                                                      
                                   (CONTINUED)                                                             

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                         

Cash Paid During the Period for:                                                                           
  Interest                                                                       $         -   $         - 
                                                                                 ============  ============
  Income Taxes                                                                   $         -   $         - 
                                                                                 ============  ============

Conversion of Debentures and Accrued Interest to Capital                         $ 2,332,598   $ 1,165,995 
                                                                                 ============  ============
Issuance of Stock for Capitalized Assets:                                                                  

  Database Purchase in Exchange for Common Stock                                 $   255,000   $         - 
                                                                                 ============  ============

  License Rights from Med Wireless Inc. in Exchange for Common Stock valued                                
   at $2,970,000 and the assumption of $1,120,000 Note Payable (Notes 5 and 12)  $ 4,090,000   $         - 
                                                                                 ============  ============

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

                                      F-9                                                                  


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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

Note 1.  Business and Organization                                              

NuWay Energy,  Inc., a Delaware  Corporation,  (formerly known as Latin American
Casinos,  Inc.) changed its name to NuWay Medical Inc.  (NuWay) in October 2002.
The name change  reflects the Company's new operating focus after NuWay acquired
fifteen-year  licensing rights to certain medical  technology from Med Wireless,
Inc. in July 2002. The Med Wireless software is a HIPAA compliant  technological
solution to  electronically  organize,  store,  and retrieve medical records and
medical images.                                                                 

The Company formed NuWay Sports Medicine Ventures, LLC (subsequently renamed    
NuWay Sports LLC) in December 2002, and holds 51 percent ownership. Although    
formed in 2002, the subsidiary did not become active until 2003. NuWay Sports   
was created to market a variety of products and services to the sports industry 
with an emphasis on health and technology related products. NuWay Sports'       
flagship product is its Player Record Library System, ("PRLS"). PRLS is a secure
database for athlete/patient medical data that can be acquired, displayed,      
analyzed, interpreted, and archived in a completely digital format.             

As part of the new business strategy the Company sold, or discontinued          
operations of, its four wholly owned subsidiaries at October 1, 2002: (i.) NuWay
Resources, Ltd., which conducted oil and gas exploration activities, primarily  
in western Canada; (ii.) Latin American Casinos del Peru, S.A. and (iii.) Latin 
American Casinos of Colombia LTDA, which were both engaged in the rental of slot
machines and other gaming equipment to casino operators in Latin America; and,  
(iv.) World's Best Rated Cigars, Inc., a marketer of premium cigars at          
discounted prices in the United States. World's Best Rated Cigars was dissolved 
and the other three subsidiaries were sold in their entirety to third parties.  
The sale of these operating segments was completed without recourse as all      
liabilities and remaining assets were transferred to the purchaser in lieu of   
any cash. The Company recorded a loss on disposal of these entities of          
$3,448,417. (See Note 3)                                                        

These consolidated financial statements have been prepared assuming the Company 
will continue as a going concern, which contemplates the realization of assets  
and satisfaction of liabilities in the normal course of business. At December   
31, 2002, the Company has limited liquid resources, recurring losses from       
operations and is seeking to implement its business plan with a new industry    
focus.                                                                          

Although the Company raised capital of $259,661 from January 1, 2003 to April   
21, 2003 (note 12), the Company had a cash balance of approximately $40,000 as  
of May 1, 2003, which is insufficient to meet operating expenses for any        
extended period. Management believes that the Company will be required to raise 
additional capital to sustain operations for the next twelve months and is      
actively reviewing a number of proposals being made to the Company by private   
investors and investment bankers. It is unlikely that the Company will be able  
to qualify for bank debt until such time as the Company is able to demonstrate  
the financial strength to provide confidence for a lender.                      

Management believes it will be successful in selling its PRLS software          
applications. The Company expects to secure agreements during the next quarter. 
The Company's PRLS has recently been introduced to the marketplace and generated
approximately $40,000 in revenues during the first 60 days of it becoming market
ready in the first quarter of 2003. PRLS is being used by very high profile NFL 
franchises and it is already being referred by its customers and prospects as   
the best of brand for its sports industry focus. The Company is marketing the   
PRLS to multiple sports leagues and is actively seeking additional vertical     
market opportunities.                                                           

The Company is in negotiations with multiple parties to sell its PRLS system,   
including certain significant agreements that can generate annual fees in excess
of $2,000,000 in revenues per contract, if the Company is successful in         
concluding those negotiations. Management believes it will be successful in     
selling its PRLS product offering, however that result cannot be assured.       

F-10

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

The most recent agreement to retire the Company's only significant outstanding  
debt ($1,120,000), which is subject to a shareholder vote at the Company's      
annual shareholder meeting, which Management has scheduled to take place during 
the third quarter 2003 means that if approved, the Company's need for capital is
primarily related to expansion, marketing and new business development.         
Management believes the shareholder approvals for the conversion of the         
outstanding note to equity will be approved.                                    

The Company has relied upon its stock award plans (the 2002 Consultant Equity   
Plan and the 2003 Stock Compensation Plan) to compensate consultants and        
employees who have assisted in developing and executing the Company's business  
plan. While the Company's reliance on its these plans has been significant, it  
has allowed the Company to build its marketing, legal, technology, and          
operations staffing needs. In many ways, the Company has been successful in     
repositioning its business for success because of the availability of the plans 
and its purposeful use. Management hopes to lessen its reliance upon these plans
as it collects revenues from sales and is able to raise additional capital.     

In order to continue to upgrade its software technology the Company has an      
ongoing commitment to invest in product development and research. Its current   
budget includes a full staff of IT professionals working on a contract basis and
the staff will need additional manpower, equipment and resources. The budget for
this is currently estimated to be not less than $500,000 over the next 12 months
and will be increased as new customers enter into agreements with the Company.  

Management anticipates that the Company will have need to add additional staff  
over the next 12 months. While it has 3 full time employees as of May 12, 2003, 
the Company also relies on at least 12 consultants who work on behalf of the    
Company. The Company intends to add some of these consultants to its full time  
staff as employees and add additional staff members on an as needed basis.      

Ultimately, the Company's ability to continue as a going concern is dependent   
upon its ability to establish and grow a revenue stream, attain a reasonable    
threshold of operating efficiencies, achieve profitable operations and attract  
new sources of capital. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.          

Note 2.  Summary of Significant Accounting Policies                             

a)       Principles of Consolidation                                            

       The consolidated balance sheet at December 31, 2002 includes the accounts
       of NuWay Medical, Inc. and NuWay Sports, LLC. The Company has significant
     influence of the business operations of NuWay Sports and operations are
       consolidated. All significant inter-company balances have been eliminated
    in consolidation. Operations for NuWay Sports LLC were not significant
  for the period from inception to December 31, 2002. The consolidated
     statements of operations and cash flows for the year ended December 31,
       2002, as well as the consolidated financial statements for the year ended
 December 31, 2001 also include the results of the activities of the
    subsidiaries mentioned in Note 1 above up to the date of disposal. See
Note 3.                                                           

b)       Property and Equipment                                                 

      Property and Equipment are stated at cost. Depreciation is provided on a
  straight-line basis over the estimated useful life of the respective
      asset. Maintenance and repairs are charged to expense as incurred; major
 renewals and betterments are capitalized. When items of property or
equipment are sold or retired the related cost and accumulated    
depreciation are removed from the accounts and any gain or loss is
included in the results of operations.                            

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

c)         Impairment of Long-Lived Assets                        

  The Company periodically reviews its long-lived assets for potential
       impairment as required by Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment of Long-Lived Assets and for  
       Long-Lived Assets to be Disposed of", which supercedes previous guidance.
 As discussed in Note 3, the Company discontinued several operations
      during the year ended December 31, 2002. For the year ended December 31,
 2001, the Company had evaluated certain of the assets used in these
  operations and recorded an impairment charge of $3,015,182 (Note 4).

d)          Revenue Recognition                                   

    The Company plans to recognize revenue from its new medical technology
business in accordance with SEC Staff Accounting Bulletin No. 101 
"Revenue Recognition in Financial Statements." For hardware sales,
     revenue will be recognized upon shipment to customers. Revenue from the
  licensing of software products will be recognized on shipment to and
      acceptance by customers, and over the applicable license period. Revenue
      from software maintenance agreements will be recognized ratably over the
    term of the agreement. Annual software maintenance charges and upgrade
fees will be recognized ratably over the period covered.          

e)         Earnings (Loss) Per Share                              

       The Company reports basic and diluted earnings per share (EPS) for common
      and common share equivalents. Basic EPS is computed by dividing reported
 earnings by the weighted average shares outstanding. Diluted EPS is
      computed by adding to the weighted average shares the dilutive effect if
  stock options and warrants were exercised into common stock. For the
    years ended December 31, 2002 and 2001, the denominator in the diluted
     EPS computation is the same as the denominator for basic EPS due to the
    antidilutive effect of the warrants and stock options on the Company's
net loss.                                                         

      For the years ended December 31, 2002 and 2001, the computation of basic
EPS was as follows:                                                             

                                                                [Download Table]


                                      2002                2001      
                                                                    
                               ------------------  -----------------
Numerator - net loss from                                           
  continuing operations        $        1,488,680  $       2,742,240
Denominator - weighted shares                                       
  outstanding                           9,791,396          4,255,903
                               ------------------  -----------------
Loss per share                 $           (0.15)  $          (0.64)
                               ==================  =================

                                      2002                2001      
                               ------------------  -----------------
Numerator - net loss from                                           
  discontinued operations      $        3,448,417  $       3,910,193
Denominator - weighted shares                                       
  outstanding                           9,791,396          4,255,903
                               ------------------  -----------------
Loss per share                 $           (0.35)  $          (0.92)
                               ==================  =================

                                      2002                2001      
                               ------------------  -----------------
Numerator - net loss           $        4,937,097  $       6,652,433
Denominator - weighted shares                                       
  outstanding                           9,791,396          4,255,903
                               ------------------  -----------------
Loss per share                 $           (0.50)  $          (1.56)
                               ==================  =================

F-12

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

f)         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, the disclosure of contingent assets
       and liabilities at the date of the financial statements, and revenues and
   expenses during the period reported. Actual results could differ from
 those estimates. Estimates are used when accounting for stock-based
     transactions, uncollectible accounts receivable, asset depreciation and
amortization, and taxes, among others.                            

g)          Stock Options and Warrants issued for Services        

    As permitted under the Statement of Financial Accounting Standards No.
123 (SFAS No. 123), "Accounting for Stock-Based Compensation," the
Company accounts for its stock-based compensation to employees in 
 accordance with the provisions of Accounting Principles Board (APB)
     Opinion No. 25, "Accounting for Stock Issued to Employees," and related
   interpretations. The Company provides the pro forma net earnings, pro
    forma earnings per share, and stock based compensation plan disclosure
requirements set forth in SFAS No. 123.                           

  Had compensation cost for options issued under the 1994 Stock Option
     Plan, as described more fully in Note 7, been determined based upon the
   fair value at the grant date for options granted, consistent with the
  provision of SFAS 123, the Company's net loss and net loss per share
would have been reduced to the pro forma amounts indicated below: 

                                                                [Download Table]


                                              2002            2001     
                                              ----            ----     
                                                                       

Net Loss - as reported                      $(4,937,097)   $(6,652,433)
Deduct: stock-based employee compensation                              
expenses determined under fair value based                             
                                            ------------  -------------
method                                          (10,021)              -
                                            ------------  -------------
Net Loss - pro forma                        $(4,947,118)   $(6,652,433)
                                            ============   ============
Loss per share - as reported                                          -
                                                                    $  
Basic and Diluted                             $   (0.50)         (1.56)
                                            ============   ============
Loss per share - pro forma                                             
Basic and Diluted                             $   (0.51)      $  (1.56)
                                            ============   ============

       For stock issued to consultants and other non-employees for services, the
Company records the expense based on the fair market value of the 
securities as of the date of the agreement for such services.     

h)         Advertising                                            

     The Company expenses all advertising costs as incurred. Included in the
statement of operations is approximately $13,000 and $111,000 of  
    advertising expense charged to operations for the years ended December
     31, 2002 and 2001, respectively. Substantially all advertising expenses
incurred were paid through issuance of common stock.              

i)         Fair Value of Financial Instruments                    

F-13

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     As of December 31, 2001 and 2002, management believes the fair value of all
financial instruments approximated carrying value.                    

j) Recent Accounting Pronouncements                                   

     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."  Statement No. 145 rescinds Statement No. 4, which
     required all gains and losses from  extinguishment of debt to be aggregated
     and, if  material,  classified  as an  extraordinary  item,  net of related
     income tax effect.  In addition,  Statement No. 145 amends Statement No. 13
     on leasing to require that certain lease  modifications  that have economic
     effects similar to sale-leaseback transactions be accounted for in the same
     manner as  sale-leaseback  transactions.  Provisions  of Statement  No. 145
     related to the  rescission  of Statement  No. 4 are effective for financial
     statements  issued by the Company after January 1, 2003.  The provisions of
     the statement related to sale-leaseback transactions were effective for any
     transactions  occurring  after May 15, 2002.  All other  provisions  of the
     statement  were  effective as of the end of the second quarter of 2002. The
     changes  required by Statement  No. 145 are not expected to have a material
     impact on the results of operations, financial position or liquidity of the
Company.                                                              

     In July 2002,  the FASB issued  Statement  No. 146,  "Accounting  for Costs
     Associated  with Exit or Disposal  Activities."  Statement No. 146 requires
     companies  to  recognize  costs  associated  with the exit or  disposal  of
     activities as they are incurred  rather than at the date a plan of disposal
     or commitment to exit is initiated. Types of costs covered by Statement No.
     146 include lease  termination  costs and certain employee  severance costs
     that are associated with a restructuring,  discontinued operation, facility
     closing,  or other exit or disposal activity.  Statement No. 146 will apply
     to all exit or disposal  activities  initiated  after December 31, 2002. At
     this time,  the Company does not expect the adoption of the  provisions  of
     Statement  No. 146 to have a  material  impact on the  Company's  financial
results.                                                              

     In November 2002, the FASB issued  Interpretation No.  (Interpretation) 45,
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including Indirect Guarantees of Indebtedness of Others." Interpretation 45
     requires  certain  guarantees  to be recorded  at fair  value.  In general,
     Interpretation 45 applies to contracts or  indemnification  agreements that
     contingently require the guarantor to make payments to the guaranteed party
     based on changes in an underlying  that is related to an asset,  liability,
     or an equity security of the guaranteed party. The initial  recognition and
     measurement provisions of Interpretation 45 are applicable on a prospective
     basis  to  guarantees   issued  or  modified   after   December  31,  2002.
     Interpretation  45 also requires new disclosures,  even when the likelihood
     of making any  payments  under the  guarantee is remote.  These  disclosure
     requirements  are effective  for financial  statements of interim or annual
     periods  ending  after   December  15,  2002.   The  changes   required  by
     Interpretation 45 are not expected to have a material impact on the results
of operations, financial position or liquidity of the Company.        

     In January  2003,  the FASB issued  Interpretation  46,  "Consolidation  of
     Variable   Interest   Entities,   an   Interpretation   of  ARB  No.   51."
     Interpretation  46  addresses  consolidation  by  business  enterprises  of
     variable  interest  entities  which  have  one or  both  of  the  following

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

     characteristics:  (1) the equity  investment  at risk is not  sufficient to
     permit the entity to finance its activities without additional support from
     other parties,  which is provided  through other interests that will absorb
     some or all of the expected losses of the entity;  (2) the equity investors
     lack  one  or  more  of  the  following  essential   characteristics  of  a
     controlling financial interest:  (a) the direct or indirect ability to make
     decisions  about the entity's  activities  through voting rights or similar
     rights,  (b) the obligation to absorb the expected  losses of the entity if
     they  occur,  which  makes  it  possible  for the  entity  to  finance  its
     activities,  or (c) the right to receive the expected  residual  returns of
     the  entity  if they  occur,  which  is the  compensation  for the  risk of
     absorbing expected losses. Interpretation 46 does not require consolidation
     by transferors to qualifying  special purpose  entities.  Interpretation 46
     applies immediately to variable interest entities created after January 31,
     2003, and to variable interest  entities in which an enterprise  obtains an
     interest  after that date.  It applies in the first  fiscal year or interim
     period  beginning  after June 15, 2003,  to variable  interest  entities in
     which an  enterprise  holds a variable  interest  that it  acquired  before
     February  1,  2003.  The  Company  is  currently  assessing  the  impact of
Interpretation 46.                                                    

     In June 2001,  the FASB issued  Statement  No. 143,  "Accounting  for Asset
     Retirement Obligations," which addresses financial accounting and reporting
     for  obligations  associated  with the  retirement  of tangible  long-lived
     assets and the associated asset  retirement  costs. The standard applies to
     legal obligations  associated with the retirement of long-lived assets that
     result from the acquisition, construction, development and/or normal use of
     the asset.  Statement  No. 143 requires  that the fair value of a liability
     for an asset retirement  obligation be recognized in the period in which it
     is incurred if a  reasonable  estimate of fair value can be made.  The fair
     value of the  liability  is added to the carrying  value of the  associated
     asset, and this additional  carrying amount is depreciated over the life of
     the asset.  The  liability  is accreted  at the end of each period  through
     charges to operating  expense.  If the obligation is settled for other than
     the carrying amount of the liability,  the Company will recognize a gain or
     loss on  settlement.  As required,  the Company  adopted the  provisions of
     Statement No. 143 for the quarter ended March 31, 2003. Management does not
     believe  adoption of this standard will have a material  adverse  effect on
     the Company's  consolidated  financial  position,  results of operations or
liquidity.                                                            

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

k)             Reclassifications                                      

     Certain  amounts in the  accompanying  2001 financial  statements have been
     reclassified to conform to 2002 presentation,  primarily those items having
to do with discontinued operations. (See Note 3)                      

Note 3.   Discontinued Operations                                               

Sales of Assets Not in the Ordinary Course of Business        

In order to focus on our primary business opportunity, the Company divested our 
non-core businesses during the year 2002. These businesses included a slot      
machine rental and remanufacturing subsidiary in South and Central America, the 
distribution and sale of premium brand cigars, and an oil and gas development   
subsidiary in Canada. The stock of both the slot machine rental subsidiaries    
(Latin American Casinos Del Peru S.A., a Peruvian corporation and Latin American
Casinos of Colombia LTDA, a Colombian corporation), and the oil and gas         
subsidiary, NuWay Resources, Ltd., were sold to third parties effective October 
1, 2002. The cigar business was shut down and discontinued effective November   
30, 2002.                                                                       

A description of the discontinued operations is as follows:                     

          Latin American Casinos Subsidiaries - History and Sale

The Company entered the gaming and casino industry in Peru in 1994. Since       
January 1995, the Company had been engaged in the renting of slot machines and  
other gaming equipment to licensed gaming establishments in various cities      
through its wholly owned subsidiaries Latin American Casinos Del Peru S.A., a   
Peruvian corporation and Latin American Casinos of Colombia LTDA, a Colombian   
corporation. In 1994, the Company formed its Peruvian subsidiary, and in late   
1995 the Company formed its Colombian subsidiary.                               

The Company had concentrated its efforts on the rental of used five reel slot   
machines. These machines were purchased at a fraction of the cost of new        
machines and were refurbished for use in South and Central America. As of       
September 30, 2002, the Company had approximately 300 machines under rental     
contracts in Peru and Colombia.                                                 

On December 15, 2002, the Company entered into an agreement to sell 100 percent 
of the stock of the Latin American Casinos subsidiaries, with an effective date 
of October 1, 2002. The Company realized no cash from the sale of those         
operating units, but was able to contractually insure that NuWay would retain no
liabilities related to this business after October 1, 2002. As a result of the  
sale, the Company recorded a loss of $1,376,733 during the fourth quarter of    
2002.                                                                           

       World's Best Rated Cigar Company - History and Sale

In September 1997, the Company incorporated World's Best Rated Cigar Company, as
a wholly owned subsidiary to distribute premium cigars within the United States.
During November 2002, the Company discontinued operations and disposed of the   
remaining inventory and other assets. A loss of $179,750 was recorded in the    
fourth quarter of 2002 as a result of this disposal.                            

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

NuWay Resources, Ltd. - History and Sale    

Since July 2001, the Company directed part of its efforts to oil and gas        
exploration and development in Canada. The Company (through its wholly owned    
subsidiary NuWay Resources, Ltd., a Nevada corporation) purchased a 30 percent  
working interest in the Superb area of Saskatchewan, Canada and a 20 percent    
working interest in the Altares Gas project in Northeast British Columbia. The  
subsidiary's ownership interests in the oil fields were characterized as        
"minority" ownership working interests. This classification meant that future   
development and capital expenditures and losses would be directed by the        
controlling owners, (who were parties unaffiliated with the Company) and not    
NuWay. Despite that lack of control, NuWay would continue to be obligated to    
share in the costs on a pro-rata basis.                                         

While these properties had proven reserves of oil and natural gas, the          
controlling owners ultimately found the extraction and processing of the natural
reserves had become too difficult and too costly to continue. Neither project   
had generated positive cash flow to NuWay after considering the cost of         
development and administrative and management expenses. Further, neither project
had any expectation of generating positive cash flow to the Company for the     
foreseeable future, and as a working interest owner, the NuWay would be liable  
for the cost of continued development, maintenance and re-drilling efforts. The 
managing owners of the properties have significant ownership interests in other 
oil and gas projects and they had communicated to management their intent to    
invest their resources in other projects, rather than focus on these properties.

On September 3, 2002, the Company indicated in a press release that it intended 
to spin off the oil and gas subsidiary NuWay Resources, Inc. into a separate    
public company. At that time, the Company began negotiations with the senior    
ownership party in Canada to determine the value and explore the feasibility of 
such a plan. At the same time, the Company began a process to determine if      
additional energy related assets could be acquired by the subsidiary as part and
parcel to the spin-off. Management was notified during these negotiations (in   
the fourth quarter) that the senior management partner intended to redirect     
their business focus away from these assets and into more lucrative properties. 
The uncertainty as to the future disposition of the assets, as well as          
uncertainty of the potential for additional capital call provisions and thus    
unknown future liabilities made the spin-off unworkable.                        

NuWay entered into an agreement on December 15, 2002 with Summit Oil and Gas,   
Inc. to sell the stock of NuWay Resources, Ltd. for $100,000 less outstanding   
liabilities. The Company realized no cash from the sale of these operating      
units, but was able to contractually insure that it would not retain any        
liabilities beyond October 1, 2002. In conjunction with the sale of these       
operations, NuWay recorded a loss of $1,290,948 during the fourth quarter of    
2002.                                                                           

The results of operations of the Company's oil and gas, casino, and cigar       
distribution operations have been shown as discontinued operations. The results 
of operations for the discontinued operations for the years ended December 31,  
2002 and 2001 are as follows:                                                   

                                                                [Download Table]


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

Revenues                           $          629,415  $          746,242
Operating expenses                          1,230,401           1,641,253
Asset impairment charges                           --           3,015,182
                                   ------------------  ------------------
Loss from discontinued operations                                        
  prior to disposal                         (600,986)         (3,910,193)
Loss on disposal of discontinued                                         
  operations                              (2,847,431)               -    
                                   ------------------  ------------------
Loss from discontinued operations  $      (3,448,417)  $      (3,910,193)
                                   ==================  ==================


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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

Note 4.           Property and Equipment                                        

Property and Equipment are summarized as follows:                               

                                      December 31,
                                      2002                2001
                                       ----------------    ---------------
Furniture, Fixtures & Office Equipment            $42,753       $ 151,818       
Exploration & Development Equipment              -                   933,624    
Oil and Gas Properties at Cost                   -                   752,067    
Land and Building                                -                    35,000    
Rental Equipment                                 -                 1,039,008    
Transportation Equipment                         -                     2,862    
                                       ----------------    ---------------
Total                                              42,753          2,914,379    
Less:  Accumulated Depreciation                    13,909            554,244    
                                       ----------------    ---------------
Property and Equipment - Net                      $28,844        $ 2,360,135    
                                       ================    ===============

During 2001, the Company recorded several asset impairment charges related to   
the assets used in the now discontinued operations (Note 3). In 2001, the       
Company recorded a reduction in value for certain slot machine parts of $194,000
and recorded an asset impairment charge for all gaming equipment of $2,789,182. 
The reduction of value on the gaming equipment was the result of an appraisal,  
which was used to determine the value in light of political changes and         
government mandated review in Peru. The Company also recorded a $32,000         
impairment charge relative to the value of a cigar factory owned in Nicaragua.  
These aggregate impairment charges of $3,015,182 have been included in the      
losses from discontinued operations (Note 3) as reclassified in the statement of
operations for the year ended December 31, 2001.                                

See Note 3 for discussion of operations discontinued during 2002 at which time  
the Company's remaining assets, except for certain furniture, fixtures and      
office equipment in its corporate offices, were sold or disposed of in          
connection with the cessation of the related operations.                        

Furniture, fixtures and office equipment are carried at cost and depreciated    
using the straight-line method over the estimated useful lives of the assets,   
which is five years. This represents the only remaining property and equipment  
as of December 31, 2002.                                                        

Note 5.           Intangible Assets                                             

The Company has the following Intangible Assets at December 31, 2002: a         
marketing database purchased from Genesis Health Tech, Inc. on June 28, 2002 and
certain software technology licensed from Med Wireless, Inc. on August 21, 2002.
The database is a comprehensive listing of healthcare providers in the U.S. and 
represents a valuable tool for phone, mail and direct marketing activities      
related to NuWay's new medical technology products. The technology licensed from
Med Wireless relates to the movement of medical images and data over the        
Internet and via handheld wireless devices and is critical to the Company's new 
PRLS product as well as future products. No amortization was recorded for these 
intangible assets in 2002 as the Company did not begin to utilize the database  
nor generate sales of products derived from this technology until 2003.         

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

Management has determined the value assigned to each of these intangibles based 
on the market price of the Company's common stock at the date of agreement of   
each transaction, as adjusted for applicable discounts. Based on additional     
analyses, these valuations have been adjusted from those values originally      
disclosed in the Company's quarterly report on Form 10-QSB for the period ended 
September 30, 2002. The database acquired has been valued based on the 666,667  
shares issued and the closing market price on June 28, 2002 of $.45 per share,  
less a 15% discount for the restricted nature of the common stock issued, or    
$255,000. The license agreement has been valued based on the 6,600,000 shares of
common stock issued, approximately 44% of the outstanding stock after issuance, 
and the closing market price on August 21, 2002 of $.60 per share. This value   
was reduced by a 25% discount relative to the restricted nature of the common   
stock issued and the inherent lack of marketability associated with the issuance
of such a significant block. The value of the license agreement has been        
recorded as the sum of the stock issued for the license agreement valued at     
$2,970,000 and the note payable assumed of $1,120,000 (Note 12) or an aggregate 
$4,090,000.                                                                     

During the quarter ended September 30, 2002, we had valued the marketing        
database at the fair market value of shares issued. On the date of issuance, the
NASDAQ closing price for NuWay common stock was $.45 per share, resulting in a  
valuation of $300,000 for the 666,667 shares issued. Similarly, the license     
agreement was valued at the value of the assumed note ($1,120,000) plus         
$3,500,000, or $.53 per share, which was a discount of approximately 10% to the 
closing price of the stock on the date of issuance ($.60). The discount of 10%  
was applied to the value of the stock to reflect the restricted nature of the   
common stock issued and the inherent lack of marketability associated with the  
issuance of such a significant block. After discussions with valuation experts  
and our accountants, we decided to discount the value of the database and       
increase the discount on the license as described above.                        

The intangible assets will first be amortized when the product is available for 
general release to customers, which occurred during the first quarter of 2003.  
The annual amortization for the marketing database and the license agreement    
will be recorded using the straight-line method over the estimated economic life
of the respective asset, initially estimated at 5 years for both intangible     
assets. Should the economic life in the future be determined to be less than    
initially expected the estimated life and resulting amortization will be        
adjusted prospectively.                                                         

Note 6.           Stock, Stock Options and Warrants Issued for Services         

At December 31, 2002, there were 2,636,000 of unrestricted shares scheduled to  
be issued January 2003 for services performed in 2002. Of this amount, 1,200,000
shares were issued to executive officers and the remaining balance was issued to
various individuals for consulting, legal and accounting services. Compensation 
and consulting expense equal to the market value of the stock at the date of    
issuance totaling $645,000 was accrued in December 2002.                        

In December 2000, the board of directors authorized the issuance of 3,300,000   
private five year stock warrants to acquire common stock at $1.75 per share.    
1,500,000 of these warrants as well as 200,000 shares of restricted stock were  
issued to the executive officers. Compensation expense was recorded equal to the
market value of the restricted stock, $350,000. The remaining warrants were     
issued to consultants and the executive officers for services and were valued at
$1,991,700 using the Black-Scholes option pricing model using a 68.3% volatility
factor and an interest-free interest factor of 5.8%. This amount was originally 
recorded as expense in December 2000. In February 2002, 3,000,000 of the        
3,300,000 warrants issued in year 2000 were cancelled and $1,659,750 of expenses
previously recorded in year 2000 was reversed in accordance with the provisions 
of Accounting Principles Board Opinion No. 25.                                  

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

In August 2002, the Company issued a warrant to purchase 100,000 shares of      
common stock at $0.30 per share through February 23, 2004 to a former executive 
in connection with his resignation from the Company. The Company recorded       
compensation expense of $25,000 based on the difference between the exercise    
price and the market price at the date of issuance.                             

Note 7.           Investment Banker Warrants                                    

Effective June 5, 1998, the Company contracted with an investment banker to     
provide on a non-exclusive basis to the Company assistance in possible mergers, 
acquisitions and capital structuring. The duration of the contract is for five  
years. In consideration for these services, the Company granted warrants to     
purchase an aggregate of 225,000 shares of common stock at the closing bid price
of $1.875 as of June 5, 1998, which can be exercised through June 5, 2003.      

Effective February 8, 2000, the board of directors reduced the exercise price to
$1.06, which was the closing price of the stock on that date. At December 31,   
2002, these warrants have fully vested and are irrevocable.                     

Note 8.           Stock Compensation Plans                                      

1994 Stock Option Plan                                                          

On June 13, 1994, the board of directors adopted the 1994 Stock Option Plan in  
which the aggregate number of shares for which options may be granted under the 
Plan shall not exceed 1,000,000 shares. The term of each option shall not exceed
ten years from the date of granting (five years for options granted to employees
owning more than 10 percent of the outstanding shares of the voting stock of the
Company). The 1994 Plan will terminate in June 2004, unless terminated earlier  
by action of the board of directors. In June 1999, the Company increased the    
shares allocated to the plan to 1,500,000.                                      

At December 31, 2002 and 2001, the Company had options outstanding and          
exercisable as follows:                                                         

                                                        [Enlarge/Download Table]

                                                                                                         

                                                      Number of Shares         Price Per Share           
                                                      ------------------    ----------------------       
Options Outstanding at January 1, 2001                          237,500             $1.00 - $1.75        
Options Outstanding at December 31, 2001                        237,500             $1.00 - $1.75        
Options Expired                                               (172,500)                     $1.00        
                                                      ------------------                                 
Options Outstanding at December 31, 2002                         65,000             $1.00 - $1.75        
                                                                 ======                                  

All outstanding stock options and warrants were fully exercisable at December                            
31, 2002. The following shows the years in which these options and warrants will                         
expire:                                                                                                  

                                                                                        Employee Stock   
                                                                Investment Banker        Options and     
                                        Private Warrants             Warrants              Warrants      
                                     ------------------------ ----------------------- -------------------
           Range of Prices                    $1.75                   $1.06            $0.30 to- $1.75   
           ---------------                                                                               

           To Expire in 2003                    -                    225,000                65,000       
           To Expire in 2004                    -                       -                100,000 (1)     
           To Expire in 2005                 300,000                    -                     -          
           ------------------------- ------------------------ ----------------------- -------------------

(1) See note 6                              

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

2002 Consultant Equity Plan                                                     

In August of 2002, the board approved the formation of the 2002 Consultant      
Equity Plan designed to allow consultants to be compensated with shares of      
Company common stock for services provided to the Company. A total of 1,500,000 
shares were registered under this plan in a Form S-8 filing made by the Company 
on August 8, 2002. This plan was amended by the Board in December 2002. A total 
of 3,500,000 additional shares were registered under this plan in a Form S-8    
filing made by the Company on December 27, 2002. Approval of this plan was not  
submitted to the vote of the shareholders. Persons eligible to receive stock    
awards under this plan included "consultants" that provide bona fide consulting 
services to the Company, excluding any services incident to the raising of      
capital or promotion or maintenance of a market for the Company's securities.   
The plan is set to expire 10 years from its inception. The plan is administered 
by a plan committee of two or more members of the Board. The plan committee can 
award shares or options to purchase shares at a price in its discretion, so long
as the price chosen is not less than 85% of the fair market value of the        
underlying shares as of the date of the grant.                                  

From August 2002 through February 2003, the Company issued the 5,000,000 shares 
available under this plan to approximately 26 consultants, employees and        
directors. Part of this issuance was a grant of 1,000,000 shares to Mr. Dennis  
Calvert, president and CEO of the Company, as consideration for his services.   
Those 1,000,000 shares were issued in January of 2003, but were returned by Mr. 
Calvert to the Company that same month.                                         

2003 Stock Compensation Plan                                                    

On February 14, 2003, the board of directors approved the Company's 2003 Stock  
Compensation Plan as a means of providing directors, key employees and          
consultants additional incentive to provide services to NuWay. Both stock       
options and stock grants may be made under this plan. The Plan sets aside up to 
15,000,000 shares of the Company's common stock for these purposes, which were  
registered on a Form S-8 filing on February 27, 2003. Approval of this plan was 
not submitted to the vote of the shareholders. The Board administers this plan. 
The plan allows the Board to award grants of common shares or options to        
purchase common shares. The board has discretion to set the price of the        
options, but in no event shall that price be less than 100% of the fair market  
value of the shares at the time of the grant. The Board may at any time amend or
terminate the plan. It does not expire on its terms.                            

During the months of February, March and April, 2003, the Company issued        
9,764,688 shares to approximately 26 consultants, directors, and employees.     

The board of directors approved a grant of 3,000,000 shares of stock pursuant to
the Company's 2003 Stock Compensation Plan to Mr. Dennis Calvert, president and 
CEO of the Company, as consideration for his services. Those 3,000,000 shares   
were issued in March of 2003. The Board subsequently modified its directive to  
condition the issuance of shares for officers and directors on shareholder      
approval of the plans. Mr. Calvert returned those 3,000,000 shares to the       
Company.                                                                        

Note 9.           Convertible Debentures                                        

In December 2000, the Company, through a private placement, issued $3,500,000   
principal amount of 6 percent Convertible Debentures. These debentures were     
originally due June 13, 2001 and were subsequently extended to December 13,     
2001. They are convertible into common stock at a price of $1.75 per share. The 
Company incurred approximately $64,500 of costs in regard to this private       

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

placement and these debt issuance costs were amortized over the life of the     
debentures. Included as part of selling general and administrative expenses in  
the Statement of Operations for year 2001 is $64,500 of amortization of deferred
debt issuance cost. The interest on the debentures is payable either in cash or 
shares of common stock, at the discretion of the Company. During 2001,          
$1,100,000 of the debentures plus accrued interest were converted into 666,283  
shares. During 2002, $2,250,000 of the remaining debentures plus accrued        
interest were converted into 1,332,570 shares of common stock. The Company      
received a notice requesting conversion of the remaining $150,000 of debentures 
plus accrued interest in December 2002 and issued 96,006 shares of common stock 
in the first quarter of 2003. However, the individuals have not taken possession
of the shares and have indicated they do not want to convert.                   

Note 10. Provision for Income Taxes                                             

No amount has been provided for income taxes in the accompanying financial      
statements. At December 31, 2002 the Company had available unused net operating 
loss carryforwards which may provide future tax benefits of approximately       
$14,000,000. These carryforwards expire on various dates through the year 2022. 
These deferred tax assets have been subjected to a 100% valuation allowance as  
management is unable to determine that it is more likely than not that such will
be realized.                                                                    

Due to changes in the Company's ownership through various issuance of common    
stock during 2002 and continuing in 2003, the utilization of such net operating 
loss carryforwards may be subjected to annual limitations under provisions of   
the Internal Revenue Code. Such limitations could result in the permanent loss  
of a portion of the net operating loss carryforwards. The Company has not yet   
evaluated the status of its net operating loss carryforwards and may not do so  
until such time as the Company expects operating profits.                       

Note 11. Commitments and Contingencies                                          

a)       Litigation                                                             

The Company is a defendant from time to time in litigation arising out of the   
normal course of its business, none of which are expected to have a material    
adverse effect on its business, operations, financial position or corporate     
liquidity.                                                                      

During 2002, Ms. Geraldine Lyons, the Company's former Chief Financial Officer, 
sued the Company for breach of her employment contract. The lawsuit is venued in
the Circuit Court of the 11th Judicial Circuit in Miami-Dade County in the state
of Florida and was initiated by the filing of the complaint in June-2002. The   
principal parties in the case are Ms. Lyons, the Company, and the Company's     
former president Todd Sanders. The amount at issue in her affirmative claim is  
the sum of approximately $25,000 due under the contract, and the issuance of    
100,000 shares of common stock, with a guarantee that the stock could be sold by
Ms. Lyons for $300,000. Ms. Lyons alleges that additional funds are due under   
her employment contract; that the contract requires the Company guarantee that  
she can sell for $300,000 the 100,000 shares of stock the Company is required to
issue her; and, that Mr. Sanders promised to purchase from her 100,000 shares of
Company common stock held by her at the price of $4.00 per share. The Company   
has counter-sued Ms. Lyons for breach of fiduciary duty, fraud, violation of    
section 12(a)(2) of the 1933 Securities Act, violation of section 517.301 of the
Florida Statutes, negligent misrepresentation, conversion, and unjust enrichment
resulting from the required restatement of the Company's financial statements   
for the years ended December 31, 2000 and December 31, 1999. The restatements   

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

corrected the previous omission of certain material expenses related primarily  
to compensation expense arising from warrants issued and repriced stock options,
as well as other errors. The case is ongoing at this time. The Company intends  
to vigorously defend its actions and pursue its affirmative claims to the       
fullest extent possible. Management does not expect that this case will have a  
material adverse effect on the Company's financial position.                    

In December 2002, the Company settled an outstanding lawsuit filed by Devenshire
Management Corp., a company owned by NuWay's former president Todd Sanders. The 
settlement involved no payment of cash by the Company, and resolved all issues  
relating to the Company's obligation to remove restrictive legends from stock   
owned by Devenshire. As part of this settlement the Company agreed to defend,   
but not indemnify, Mr. Sanders in the Lyons lawsuit described immediately above.

b)       Employment Agreements                                                  

In January 1997, the Company entered into a five year employment agreement with 
Lloyd Lyons, which provided in part that in the event of either a merger,       
consolidation, sale or conveyance of substantially all the assets of the Company
which resulted in the discharge of Mr. Lyons, he would be entitled to 200       
percent of the balance of payments remaining under the contract. The contract   
provided salary continuation for a period of two years after his death. In      
January 2000, Mr. Lyons passed away and effective August 2, 2000 the Company    
amended its employment contract with his widow and primary beneficiary of his   
estate, whereby the salary continuation clause included in his contract was     
replaced with a severance arrangement that requires the Company to pay Mrs.     
Lyons $100,000 over a one year period commencing on the first month following   
the termination of her employment with the Company. Furthermore, upon her       
termination she is to receive 100,000 shares of common stock pursuant to an     
amendment to her employment agreement. The amended employment agreement will    
obligate the Company to register these shares and reimburse her for the         
difference in the gross proceeds upon the sale of such shares and $300,000,     
regardless of the time she holds such shares. Effective October 29, 2001 Mrs.   
Lyons tendered her resignation and based upon the terms of her severance        
agreement, expenses of $350,000 had been recorded of which $308,000 is included 
in accounts payable and accrued expenses at December 31, 2002.                  

In January 2000 the Company entered into employment contracts with two          
additional individuals, both for the duration of two years and provides that The
Company be obligated for an aggregate compensation of $115,000 in year 2000 and 
$126,500 in year 2001. Effective August 2, 2000 both of these employment        
contracts were amended so that, upon the termination of employment of these     
individuals, they would receive nine months continuation of compensation and    
35,000 shares of common stock. The Company has agreed to reimburse the          
respective employees the difference between the gross proceeds they receive upon
sale of the stock and $105,000, regardless of the term the employees hold such  
shares.                                                                         

In December of 2002, The Company entered into a five-year employment agreement  
with the Company's current president, Dennis Calvert. His agreement calls for a 
base monthly income of $14,000 plus performance bonuses and employee related    
benefits. He serves as president, Chief Executive Officer, Interim CFO and      
Chairman of the Board.                                                          

In March 2003, the Company entered into a five-year employment agreement with.  
Joseph Provenzano serves the Company as Secretary, Board Member and Senior      
Executive reporting to Mr. Calvert. His agreement calls for him to receive not  
less than $10,900 per month in salary plus incentive bonuses, stock ownership   
participation and employee related benefits. At the Company's discretion, the   
Company may choose to pay up to $4,900 of this monthly salary with stock in lieu
of cash.                                                                        

c) Lease Commitment                                                             

The Company is obligated on a month-to-month office lease at its California     
facility. This lease requires monthly rentals of $7,850. All other leases are of

F-23

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

short duration or are on a month-to-month arrangement. Rent expense for each of 
the years ended December 31, 2002 and 2001 was approximately $96,560 and        
$192,500, respectively.                                                         

d)       Stock-Based Commitments                                                

The Company currently utilizes the services of a number of consultants who are  
compensated with shares of common stock. While each agreement can generally be  
terminated with a 15 day notice, the Company may be obligated to issue          
additional shares to the consultants. (Note 12).                                

Note 12. Subsequent Events                                                      

Issuance of S-8 shares: From January 1, 2003 through May 12, 2003, the Company  
issued a total of 14,273,419 shares of common stock to officers and consultants 
for services performed. Of this total 12,464,913 have been registered under a   
stock compensation plan as filed on Form S-8, while the balance, 1,808,506      
shares were unregistered and are restricted in trading. Of the total issued in  
2003 to date, 2,743,590 relate to services performed in 2002 and 11,529,829     
relate to 2003. The effect of the majority of shares issued for 2002 services in
2003 was accrued in the Company's financial statements for the year ending      
December 31, 2002. Not included in the number of shares issued are 3,000,000    
shares issued to the Company's president, Dennis Calvert which have been        
returned to the Company pending shareholder approval at the annual meeting of   
shareholders expected to be held in the third quarter of 2003.                  

Sale of Preferred Stock and Warrants: During the first quarter 2003, the Company
entered into two Convertible Preferred Stock and Warrant Purchase Agreements    
whereby the Company sold 338,022 shares of a new Convertible Preferred Series A 
Stock, par value $.00067, for a total consideration of $169,011. Each share of  
the Preferred Series A stock is convertible into one share of NuWay common      
stock. In addition, each share of preferred sold entitles the purchaser to one  
warrant to purchase one share of common stock at a price of $.20 per share. The 
Preferred may be converted by the holder at any time after six months from the  
purchase date and the warrant is exercisable for a period of three years from   
the purchase date. The Company received an additional $90,650 from the sale of  
an additional 181,300 shares in April 2003.                                     

Addition of Board Members: On March 26, 2003, the Company added Steve Harrison  
to its board of directors as an independent director as defined by the          
Sarbanes-Oxley Act. Of 2002 While NASDAQ has issued a determination that Mr.    
Harrison does not meet the definition of an "independent director" as set forth 
in Nasdaq Marketplace Rules, the Board is of the opinion that no relationship of
Mr. Harrison, either past or present, would interfere with his exercise of      
independent judgment in carrying out the responsibilities of a director. This   
issue is scheduled for discussion at the NASDAQ hearing on May 16, 2003.On May  
9, 2003 Mr. Gary Cox was elected to the board of directors subject to conclusion
of appropriate background checks.                                               

New Millennium Capital Partners, LLC purchase of 4,182,107 shares and an        
outstanding note of $1,120,000:                                                 

New Millennium Capital Partners, LLC, a Nevada limited liability company        
partially owned and controlled by Dennis Calvert and his family as an investment
vehicle was formed in 1999. No individual, entity or party (s) associated with  
NuWay or NuWay's business has ever had any ownership interest in New Millennium 
and it is an independent company. New Millennium purchased a promissory note    

F-24

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NUWAY MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001

held by Summitt Ventures, Inc. and also purchased an aggregate of 4,182,107     
shares of the Company's common stock from Camden Holdings and Summitt Healthcare
in exchange for $900,000, payable in the form of a promissory note. The share   
certificates representing these shares were delivered to Mr. Calvert on April 9,
2003. This note is secured by the shares of common stock of the Company sold in 
the transaction and is further secured by common stock of the Company held by   
Mr. Calvert. Mark Anderson, a principal of those companies, conditioned the     
purchase by New Millennium on the Company converting the promissory note to     
common stock. The conversion of the note held by New Millennium is a matter to  
be brought before the NuWay shareholders during the third quarter of 2003.      

New Millennium Capital Partners, LLC's Conversion of $1,120,000 to Stock        

On March 26, 2003, the board of directors of the Company approved the conversion
of a promissory note in the face amount of $1,120,000 held by New Millennium    
Capital Partners, LLC, a Nevada limited liability company controlled by Dennis  
Calvert, into common stock of NuWay Medical. To effect the conversion, the Board
approved the issuance of 22,400,000 shares of common stock to New Millennium,   
but did not obtain shareholder approved of this issuance. The issuance          
constituted more than 20% of the Company's then outstanding shares of           
32,370,911.                                                                     

On April 10, 2003, the Company filed a Form 8-K reporting a change in control of
the Company. The Company did not issue share certificates to New Millennium. On 
April 21, 2003, the Board determined that the Company should wait to convert the
note and issue shares to Mr. Calvert until shareholders had approved the        
transaction. New Millennium has agreed to extend the terms of the note 60 days, 
from June 15, 2003 to August 15, 2003 to allow sufficient time to obtain a      
shareholder vote. On April 30, 2003, the Company filed an amendment to its Form 
8-K to reflect these developments, except that New Millennium has extended the  
note an additional 30 days. The Company plans to hold a shareholder meeting in  
the third quarter to obtain shareholder approval of the issuance of shares.     

F-25

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EXHIBITS FILED WITH THIS REPORT                                                 

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                       

(a) Index of exhibits as required by Item 601 of Regulation S-B.      

                                                        [Enlarge/Download Table]

                                                                                                                                  

     Exhibit No.      Description of Exhibit                                                                                      
     ------------     -----------------------                                                                                     

3.1      Certificate of Amendment of Articles of Incorporation                                                                    

3.2      Certificate of Amendment of Articles of Incorporation                                                                    

3.3      Certificate of Incorporation (1)                                                                                         

3.4      Certificate of Merger merging Repossession Auction, Inc. (Florida corporation) and Repossession, Inc. (Delaware          
                  corporation) (1)                                                                                                

3.5      Bylaws,  as amended and restated                                                                                         

4.3      Form of publicly traded Warrant Agreement (1)                                                                            

4.4      Form of private warrant dated December 12, 2000 (1)                                                                      

4.5      Form of 6% Convertible Debenture dated December 14, 2000 (1)                                                             

10.1     Form of Employment Agreement between the Company and Todd Sanders dated March 2001 (1)                                   

10.2     Form of Employment Agreement between the Company and William Bossung dated March 2001 (1)                                

10.3     Form of Employment Agreement between the Company and Dennis Calvert dated December 11, 2002                              

10.4     Form of Employment Agreement between the Company and Joseph Provenzano dated March 1, 2003.                              

10.5     Joint Venture Agreement between the Company and Rasheed & Associates dated December 1, 2002.                             

10.6     Lease between the Company and BJP Properties Inc. dated September 15, 2002 for the premises located at 23461 South Pointe
                  Drive, Suite 200, Laguna Hills, California.                                                                     

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10.7     2002 Consultant Equity Plan filed under form S-8 on August 8, 2002, as amended on December 27, 2002. (2)                 

10.8     Form of Convertible Debenture Purchase Agreement dated December 14, 2001 (1)                                             

10.9     1994 Stock Option Plan (1)                                                                                               

10.10    Asset Purchase Agreement by and among the Company, Camden Holdings and Genesis Health Tech, dated June 28, 2002.         

10.11    License Agreement with Med Wireless Inc. dated August 21, 2002.                                                          

10.11a   Amendment to License Agreement with Med Wireless Inc. dated September 18, 2002                                           

10.12    Stock and Asset Purchase Agreement by and among the Company and Summit Oil & Gas, Inc. dated December 15, 2002.          

10.13    Stock and Asset Purchase Agreement by and among the Company and Casino Ventures Partners dated December 15, 2002.        

10.14    Asset Purchase Agreement by and Between New Millennium Capital Partners, LLC, Camden Holdings, Inc., Summit Healthcare,  
                  Inc., Summitt Ventures, Inc., and Mark Anderson dated December 31, 2002.                                        

10.15    Secured Promissory Note in the face amount of $1,120,000 (3)                                                             

10.16    Secured Term Promissory Note in the face amount of $900,000 (3)                                                          

20.1     Def 14c filed  September 23, 2002 regarding  shareholder  consents Def                                                   
         14c filed  September 23, 2002 regarding  shareholder  consent Def A14a                                                   
         filed February 25, 2002  regarding  proxy  solicitation  Def 14a filed                                                   
         February 5, 2002 regarding proxy solicitation                                                                            

21.1     List of Subsidiaries of the Registrant                                                                                   

99.1     Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section                                         
         906 of the Sarbanes-Oxley Act of 2002                                                                                    
--------------------------------                                                                                                  

(1)  Incorporated  herein by reference  from the 10-KSB filed by the Company for
the year ended December 31, 2001.                                     

(2)  Incorporated  herein by reference from the Form S-8 filed by the Company on
     August 8, 2002,  and  amended on Form S-8 filed by the  Company on December
27, 2002.                                                             

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(3)  Incorporated  herein by reference  from the Form 8K filed by the Company on
May 1, 2003.                                                          

(b) Reports on Form 8-K                                               

1/29/02  Changes in Registrant's Certifying Accountant        
2/22/02  Other Events                                         
3/6/02   Other Events                                         
3/8/02   Changes in Registrant's Certifying Accountant        
3/12/02  Changes in Registrant's Certifying Accountant        
5/6/02   Financial Statements and Exhibits                    
9/20/02  Other Events                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		12/11/05		19		20
		6/13/04		37
		2/23/04		36		65
		12/11/03		19
		9/15/03		30		43
		8/15/03		70
		6/15/03		25		70
		6/5/03		65
Filed on:		5/23/03
		5/22/03		1		45
		5/17/03		11
		5/16/03		33		69
		5/12/03		26		69
		5/9/03		33		69			3
		5/7/03		33
		5/1/03		21		73			8-K/A
		4/30/03		70
		4/21/03		26		70			8-K/A
		4/10/03		31		70			8-K,  8-K/A
		4/9/03		29		70			3
		4/7/03		31					8-K
		3/31/03		4		60			10QSB,  8-K,  8-K/A
		3/26/03		25		70			8-K
		3/18/03		36
		3/1/03		32		71
		2/27/03		38		66			S-8
		2/17/03		10
		2/14/03		38		66
		2/1/03		25		60
		1/31/03		25		60
		1/9/03		36
		1/7/03		11
		1/1/03		24		69
For Period End:		12/31/02		1		72			NT 10-K
		12/27/02		4		72			S-8
		12/15/02		6		72
		12/11/02		19		71
		12/1/02		71
		11/30/02		6		61
		11/22/02		18
		11/1/02		33
		10/30/02		4
		10/13/02		19
		10/9/02		33
		10/1/02		6		62
		9/30/02		6		64			10QSB,  NTN 10Q
		9/23/02		4		72			DEF 14C
		9/18/02		72
		9/15/02		71
		9/12/02		32		33			8-K
		9/3/02		7		62
		8/21/02		5		72
		8/12/02		4
		8/8/02		38		72			S-8
		7/19/02		4
		7/16/02		5		41
		6/30/02		1					10QSB,  NT 10-Q
		6/28/02		4		72
		6/27/02		26		40
		6/15/02		5		41
		5/15/02		24		59
		4/18/02		18
		4/10/02		48
		3/11/02		18					8-K
		2/25/02		72					DEFA14A
		2/5/02		72					DEF 14A
		12/31/01		2		72			10KSB,  NT 10-K
		12/14/01		72
		12/13/01		66
		10/29/01		68
		6/13/01		20		66
		12/31/00		17		67			10KSB,  10KSB/A,  4,  5
		12/14/00		20		71			8-K
		12/12/00		71
		8/2/00		68
		5/17/00		15
		2/8/00		65
		12/31/99		17		67			10KSB,  NT 10-K
		8/13/99		15
		10/31/98		18
		10/30/98		18
		6/5/98		65
		6/20/94		18
		6/13/94		65
									List all Filings

30 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/12/24  Biolargo, Inc.                    S-1                    6:2M                                     RDG Filings/FA
 4/12/24  Biolargo, Inc.                    POS AM                 5:1.8M                                   RDG Filings/FA
 4/12/24  Biolargo, Inc.                    POS AM                 5:1.8M                                   RDG Filings/FA
 4/01/24  Biolargo, Inc.                    10-K       12/31/23   79:9.5M                                   RDG Filings/FA
11/14/23  Biolargo, Inc.                    10-Q        9/30/23   68:8.8M                                   RDG Filings/FA
 8/14/23  Biolargo, Inc.                    10-Q        6/30/23   67:8.6M                                   RDG Filings/FA
 5/17/23  Biolargo, Inc.                    10-Q        3/31/23   70:8.3M                                   RDG Filings/FA
 4/27/23  Biolargo, Inc.                    S-1                    5:1.9M                                   RDG Filings/FA
 4/27/23  Biolargo, Inc.                    POS AM                 3:1.8M                                   RDG Filings/FA
 4/14/23  Biolargo, Inc.                    POS AM                 4:1.8M                                   RDG Filings/FA
 3/31/23  Biolargo, Inc.                    10-K       12/31/22   77:9.4M                                   RDG Filings/FA
 1/11/23  Biolargo, Inc.                    S-1/A                  5:2.6M                                   RDG Filings/FA
12/23/22  Biolargo, Inc.                    S-1                    5:2.7M                                   RDG Filings/FA
11/14/22  Biolargo, Inc.                    10-Q        9/30/22   62:7.5M                                   RDG Filings/FA
 8/15/22  Biolargo, Inc.                    10-Q        6/30/22   60:7.2M                                   RDG Filings/FA
 5/16/22  Biolargo, Inc.                    10-Q        3/31/22   61:6.5M                                   RDG Filings/FA
 4/14/22  Biolargo, Inc.                    POS AM      4/13/22    2:1.9M                                   RDG Filings/FA
 4/14/22  Biolargo, Inc.                    POS AM      4/13/22    2:1.9M                                   RDG Filings/FA
 4/14/22  Biolargo, Inc.                    POS AM      4/13/22    2:1.8M                                   RDG Filings/FA
 3/31/22  Biolargo, Inc.                    10-K       12/31/21   73:9.3M                                   RDG Filings/FA
11/15/21  Biolargo, Inc.                    10-Q        9/30/21   64:8.3M                                   RDG Filings/FA
 8/16/21  Biolargo, Inc.                    10-Q        6/30/21   64:8.1M                                   RDG Filings/FA
 5/17/21  Biolargo, Inc.                    10-Q        3/31/21   64:7M                                     RDG Filings/FA
 4/08/21  Biolargo, Inc.                    POS AM      4/07/21    2:1.9M                                   RDG Filings/FA
 4/07/21  Biolargo, Inc.                    POS AM                 2:1.8M                                   RDG Filings/FA
 4/07/21  Biolargo, Inc.                    POS AM                 2:2M                                     RDG Filings/FA
 4/07/21  Biolargo, Inc.                    POS AM                 2:1.9M                                   RDG Filings/FA
 3/30/21  Biolargo, Inc.                    10-K       12/31/20   73:9.1M                                   RDG Filings/FA
11/16/20  Biolargo, Inc.                    10-Q        9/30/20   61:7.7M                                   RDG Filings/FA
 8/14/20  Biolargo, Inc.                    10-Q        6/30/20   61:7.4M                                   RDG Filings/FA