SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

                        Date of Report: October 29, 2003
                        --------------------------------
                        (Date of earliest event reported)


                            NAPOLI ENTERPRISES, INC.
                            ------------------------
                            (A Colorado Corporation)
             (Exact name of registrant as specified in its chapter)

   Colorado                         7389                          912015608
   --------                         ----                          ---------
(State or other               (Primary Standard                 (IRS Employer
jurisdiction of              Classification Code             Identification No.)
incorporation)                     Number)


                            35, Vlaicu Pircalab str.
                               Chisinau 1S 000000
                               Republic of Moldova
                            ------------------------
                    (Address of principal executive offices)

                                 (386) 409-0200
                                 --------------
                         (Registrant's telephone number,
                              including area code)

                          Suite 566 - 1027 Davie Street
                          Vancouver, BC Canada V6E 4L2
                          ----------------------------
             (Former name or address, if changed since last report)



<PAGE>






Item 2.   Acquisition of Business
---------------------------------

Napoli  Enterprises  Inc.  hereby  announces  that the  acquisition  of Lion-Gri
S.R.L.,  previously announced on our Current Report on Form 8K filed on July 16,
2003, has been completed effective October 29, 2003.


Item 5.   Other Events and Regulation FD Disclosure
---------------------------------------------------

This current report contains forward-looking  statements regarding future events
and future  performance  of the Company,  including  statements  with respect to
completion  of an  acquisition  transaction,  all of  which  involve  risks  and
uncertainties  that could materially affect actual results.  Such statements are
based on  Management's  current  expectations  and actual  results  could differ
materially. Investors should refer to documents that the Company files from time
to time with the Securities and Exchange Commission for a description of certain
factors that could cause the actual  results to vary from  current  expectations
and the  forward-looking  statements  contained  in  this  report.  Such  Filing
includes,  without  limitation,  the Company's Form 10-KSB  report,  Form 10-QSB
reports and Form 8-K reports.


AUDITED FINANCIAL  STATEMENTS OF LION-GRI S.R.L. AND SUBSIDIARY FOR DECEMBER 31,
--------------------------------------------------------------------------------
2002 AND DECEMBER 31, 2001
--------------------------

So as to keep  investors  and  potential  investors  of Napoli  informed  of the
activities of the Company,  filed herewith are the audited financial  statements
of Lion-Gri for the fiscal years ended December 31, 2002 and December 31, 2001.

Lion-Gri is a wine producer operated out of Moldova selling its wines throughout
Russia,  Denmark,  Poland and Western  Europe.  The wine  industry in Moldova is
among the most historically  well-established in all of the former Soviet Union.
Lion-Gri  is among the  largest  wine  producers  in  Moldova  and is one of the
largest exporters of wines to the Russian Federation. Lion-Gri currently markets
and sells over 110  varieties  of wine  including  red and white  varietals  and
desert wine.





















                                        2
<PAGE>








                                    SIGNATURE
                                    ---------

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


November 7, 2003


/s/ Greg Sonic
--------------
Greg Sonic
CEO, CFO, President & Secretary
Chairman & Director






































                                        3
<PAGE>


















                        CONSOLIDATED FINANCIAL STATEMENTS

                         LION-GRI S.R.L. AND SUBSIDIARY

                           DECEMBER 31, 2002 AND 2001




































                                       F-1
<PAGE>






                         LION-GRI S.R.L. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         Pages
                                                                         -----

Independent Auditor's Report                                             F-3

Consolidated Balance Sheet                                               F-4

Consolidated Statements of Operations and Comprehensive Income           F-5

Consolidated Statements of Changes in Members' Equity                    F-6

Consolidated Statements of Cash Flows                                    F-7

Notes to Consolidated Financial Statements                           F-8 to F-21



































                                      F-2
<PAGE>












                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Members of Lion-Gri S.R.L.

We have audited the accompanying  consolidated balance sheets of Lion-Gri S.R.L.
(a Republic of Moldova  limited  liability  company)  and its  subsidiary  as of
December 31, 2002 and 2001 and the related consolidated statements of operations
and  comprehensive  income,  changes in  members'  equity and cash flows for the
years ended December 31, 2002 and 2001. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United of States of America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
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 financial position of Lion-Gri S.R.L. and
its  subsidiary  as of  December  31,  2002  and  2001  and the  results  of its
operations  and its cash flows for the years ended December 31, 2002 and 2001 in
conformity with accounting principles generally accepted in the United States of
America.





Thomas Leger & Co., L.L.P.
Houston, Texas
April 30, 2003 (except for the second paragraph of Note 17, which is dated
June 5, 2003 and Note 19, which is dated October 3, 2003)













                                       F-3
<PAGE>





                         LION-GRI S.R.L. AND SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
                           CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 2002 AND 2001
                             (UNITED STATES DOLLARS)

                                     ASSETS
                                     ------

                                                     2002              2001
                                                --------------    --------------
CURRENT ASSETS
  Cash and bank balances                        $      97,708     $      36,682
  Trade receivables                                   954,062           698,165
  Inventories                                       4,141,639         2,241,178
  Advances to suppliers                               987,453           393,527
  Other current assets                                 45,886            67,879
                                                --------------    --------------

TOTAL CURRENT ASSETS                                6,226,748         3,437,431

NOTE RECEIVABLE-RELATED PARTY                         185,582            43,733
EQUITY INVESTMENTS                                     93,730           150,121
FIXED ASSETS, net                                   3,457,027         1,846,799
OTHER ASSETS                                           58,727           225,130
                                                --------------    --------------

TOTAL ASSETS                                    $  10,021,814     $   5,703,214
                                                ==============    ==============


                         LIABILITIES AND MEMBERS' EQUITY
                         -------------------------------

CURRENT LIABILITIES
   Current portion of long-term debt            $     391,293     $     264,000
   Short-term bank loans                              449,487           356,593
   Related party loans                              2,536,423           237,822
   Other short-term loans                              41,920                 -
   Short-term advances from customers                 244,668           493,955
   Trade accounts payable                           3,274,980         1,763,706
   Related party payables                             194,295           497,458
   Accrued liabilities                                 67,076            99,595
                                                --------------    --------------

TOTAL CURRENT LIABILITIES                           7,200,142         3,713,129

LONG-TERM LIABILITIES
   Long-term debt                                     139,631           176,000
                                                --------------    --------------

TOTAL LIABILITIES                                   7,339,773         3,889,129

MINORITY INTEREST                                      94,269           101,526

MEMBERS' EQUITY                                     2,587,772         1,712,559
                                                --------------    --------------

TOTAL LIABILITIES AND MEMBERS' EQUITY           $  10,021,814     $   5,703,214
                                                ==============    ==============



              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       F-4
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                             (UNITED STATES DOLLARS)

                                                    Year Ended December 31,
                                                --------------------------------
                                                     2002              2001
                                                --------------    --------------

SALES                                           $  10,522,978     $  10,129,297

COST OF SALES                                       7,648,678         6,487,754
                                                --------------    --------------

GROSS PROFIT                                        2,874,300         3,641,543

SELLING AND MARKETING EXPENSES                      1,053,624         1,845,639

GENERAL AND ADMINISTRATIVE EXPENSES                   549,448           597,636

OTHER OPERATIONAL EXPENSES                            187,671           111,975
                                                --------------    --------------

INCOME FROM OPERATIONS                              1,083,557         1,086,293

MINORITY INTEREST                                       1,922            (9,411)

OTHER INCOME (LOSS)
  Other income                                          8,438                 -
  Loss from equity investments                        (64,597)                -
  Net gain (loss) on sale of fixed assets             (12,318)           22,146
  Interest expense                                   (114,754)          (88,593)
                                                --------------    --------------

INCOME BEFORE TAX PROVISION                           902,248         1,010,435

PROVISION FOR INCOME TAXES                              4,730             6,737
                                                --------------    --------------

NET INCOME                                            897,518         1,003,698

OTHER COMPREHENSIVE INCOME (LOSS)
  Foreign currency translation                       (106,752)          (57,139)
                                                --------------    --------------

COMPREHENSIVE INCOME (LOSS)                     $     790,766     $     946,559
                                                =============     ==============











              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       F-5
<PAGE>



<TABLE>
<CAPTION>
                          LION-GRI S.R.L. & SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
              CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY
                     Years Ended December 31, 2002 and 2001
                             (UNITED STATES DOLLARS)



                                                                    Accumulated
                                                                       Other
                                     Statutory       Earnings      Comprehensive     Members'
                                      Capital        (Deficit)     Income (Loss)      Equity
                                   -------------   -------------   -------------   -------------

<S>                                <C>             <C>             <C>             <C>
Balance at December 31, 2000       $     50,650    $    682,986    $    (10,530)   $     723,106

Capital contributions                    42,894               -               -           42,894

Comprehensive loss:
  Net income                                  -       1,003,698               -        1,003,698
  Foreign currency translation                -               -         (57,139)         (57,139)
                                   -------------   -------------   -------------   -------------

Balance at December 31, 2001             93,544       1,686,684         (67,669)       1,712,559

Capital contributions                    84,447               -               -           84,447

Comprehensive income:
  Net income                                  -         897,518               -          897,518
  Foreign currency translation                -               -        (106,752)        (106,752)
                                   -------------   -------------   -------------   -------------

Balance at December 31, 2002       $    177,991    $  2,584,202    $   (174,421)   $   2,587,772
                                   =============   =============   =============   ==============
</TABLE>

























              The accompanying notes are an intergral part of these
                       consolidated financial statements.
                                       F-6
<PAGE>



<TABLE>
<CAPTION>
                          LION-GRI S.R.L. & SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNITED STATES DOLLARS)


                                                                      Year Ended December 31,
                                                                  --------------------------------
                                                                       2002              2001
                                                                  --------------    --------------
<S>                                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                        $     897,518     $   1,003,698
Adjustments to reconcile net income to
     net cash provided by operating activities:
     Depreciation and amortization                                      413,483           586,299
     (Gain) loss on disposition of fixed assets, net                     13,980           (22,146)
     Minority interest                                                   (1,922)            9,411
     Loss on equity investment                                           64,597                 -
Changes in operating assets and liabilities:
     Increase in trade receivables                                     (298,198)         (223,227)
     Increase in inventories                                         (2,056,046)       (1,537,429)
     Increase in advances to suppliers                                 (626,019)         (282,125)
     (Increase) decrease in other current and noncurrent assets          24,122           (53,794)
     Increase in advances from customers                              1,089,314           362,207
     Increase in accounts payable and accrued liabilities             1,339,576         1,262,832
                                                                  --------------    --------------

Net cash  provided  by (used in) operating activities                   860,405         1,105,726
                                                                  --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                            (2,121,006)       (1,091,783)
     Proceeds from disposal of fixed assets                                   -            33,205
     Purchase of intangibles                                             (6,306)         (402,573)
     Purchase of note receivable-related parties                       (146,807)          (43,733)
     Payments received on other note receivables                         97,295                 -
     Purchase of long-term investments                                        -          (152,680)
                                                                  --------------    --------------

Cash used by investing activities                                    (2,176,824)       (1,657,564)
                                                                  --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Capital contributions                                                    -            42,894
     Proceeds from long-term debt                                       361,435           508,776
     Proceeds from short-term loans                                     500,422           500,296
     Proceeds from related party loans                                1,107,751            72,113
     Principal payments on long-term debt                              (266,728)          (61,053)
     Principal payments on short-term loans                            (343,927)         (515,709)
                                                                  --------------    --------------

Cash provided by financing activities                                 1,358,953           547,317
                                                                  --------------    --------------

Effect of exchange rate changes on cash                                  18,492            (2,271)

NET INCREASE (DECREASE) IN CASH                                          61,026            (6,792)

Cash and cash equivalents, at beginning of period                        36,682            43,474
                                                                  --------------    --------------

Cash and cash equivalents, at end of period                       $      97,708     $      36,682
                                                                  ==============    ==============
Supplementary disclosures of cash flow information:
      Interest paid                                               $     114,574     $      87,065
                                                                  ==============    ==============
      Taxes paid                                                  $       7,178     $           -
                                                                  ==============    ==============
</TABLE>



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



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

1.   ORGANIZATION AND PRINCIPAL ACTIVITIES

     Lion-Gri  S.R.L.  (the  "Company"),  a  limited  liability  company  in the
     Republic of Moldova,  commenced  operations in 1998.  The Company  acquired
     controlling  interest in Botritis S.A.  (50.3%),  a Moldovan  entity in the
     fiscal year 1998, which was recorded as a purchase. The Company is owned by
     Grineva  S.R.L.  (70%),  a limited  liability  company in the  Republic  of
     Moldova and Argo  L.L.C.  (30%),  a limited  liability  company  located in
     Wyoming,  U.S.  Grineva  S.R.L.  and  Argo  L.L.C.  are  controlled  by the
     Company's President, Gregory Sonic.

     The consolidated  financial  statements include the accounts of the Company
     and Botritis S.A. (collectively referred to as the "Group").

     The Group produces, markets, and sells premium Moldavian wines in countries
     outside Moldova.


2.   BASIS OF PRESENTATION

     The  consolidated  financial  statements  are prepared in  accordance  with
     generally  accepted  accounting  principles in the United States of America
     ("US  GAAP").  This  basis of  accounting  differs  from  that  used in the
     statutory  financial  statements  of the  Moldovan  subsidiaries  which are
     prepared in accordance with the accounting principles generally accepted in
     Moldova. The principal difference in which adjustments were made to conform
     to US GAAP  include  write downs of fixed  assets with an offset to paid-in
     capital of  approximately  $3,280,000 for the year ended December 31, 2002.
     There were no  signficant  adjustments  made to fixed  assets  and  paid-in
     capital to conform to US GAAP for the year ended December 31, 2001.


3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

     Basis of consolidation
     ----------------------
     The consolidated  financial statements of the Group include the Company and
     its subsidiary.  All material  intercompany  balances and transactions have
     been eliminated.

     Economic and political risks
     ----------------------------
     The Group faces a number of risks and  challenges  since its operations are
     in the  Republic  of  Moldova  and its  primary  market is in  Russia.  The
     financial statements have been prepared assuming the Group will continue as
     a going concern.

     Cash and cash equivalents
     -------------------------
     The Group  considers cash and cash  equivalents to include cash on hand and
     demand deposits with banks with maturity dates of three months or less.





                                       F-8
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     Inventory
     ---------
     Inventories  are  stated at the  lower of cost or  market  on the  weighted
     average cost basis, and includes  finished goods, raw materials,  packaging
     material  and product  merchandise.  Finished  goods  include  costs of raw
     materials (grapes and bulk wine), packaging, labor used in wine production,
     bottling, shipping and warehousing on winery facilities and equipment.

     In accordance with general practice in the wine industry,  wine inventories
     are included in current assets,  although a portion of such inventories may
     be aged for periods longer than one year.

     Investments
     -----------
     Investments  in  which  the  Company  does not have a  majority  voting  or
     financial controlling interest are accounted for under the equity method of
     accounting unless its ownership  constitutes less than 20% interest in such
     entity for which such investment would then be included in the consolidated
     financial statements on the cost method.

     Property, plant and equipment
     -----------------------------
     Property,  plant and equipment are carried at cost. The cost of repairs and
     maintenance is expensed as incurred;  major  replacements  and improvements
     are capitalized. Costs incurred in developing vineyards, including interest
     costs, are capitalized until the vineyards become commercially  productive.
     When  assets  are  retired  or  disposed  of,  the  cost  and   accumulated
     depreciation  are removed from the  accounts,  and any  resulting  gains or
     losses are included in income in the year of disposition.

     Depreciation  is  calculated  on a  straight-line  basis over the estimated
     useful life of the assets as follows (in years):

          o    Buildings                 10-30
          o    Machines and equipment     2-10
          o    Vehicles and other         3-7

     In accordance with Statement of Financial  Accounting  Standards (SFAS) No.
     144,  "Accounting for the Impairment or Disposal of Long-Lived Assets", the
     Group  examines the  possibility  of decreases in the value of fixed assets
     when  events or  changes  in  circumstances  reflect  the fact  that  their
     recorded value may not be recoverable.

     Other assets
     ------------
     Other assets include licenses, trademarks, technology process know-how, and
     other  receivables  and cost  method  investments.  Intangible  assets  are
     amortized using the straight-line  method over the term of the agreement or
     estimated useful lives.



                                       F-9
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     Income taxes
     ------------
     Taxes are  calculated in  accordance  with  taxation  principles  currently
     effective  in the  Republic of Moldova.  The Group  accounts for income tax
     using  Statements  of  Financial  Accounting  Standards  ("SFAS")  No.  109
     "Accounting for Income Taxes". SFAS No. 109 requires an asset and liability
     approach for financial accounting and reporting for income taxes and allows
     recognition   and  measurement  of  deferred  tax  assets  based  upon  the
     likelihood of realization of tax benefits in future years.  Under the asset
     and liability approach, deferred taxes are provided for the net tax effects
     of  temporary  differences  between  the  carrying  amounts  of assets  and
     liabilities  for  financial  reporting  purposes  and the amounts  used for
     income tax  purposes.  A valuation  allowance  is provided for deferred tax
     assets if it is more likely than not these items will either  expire before
     the Group is able to realize their benefits,  or that future  deductibility
     is uncertain.

     Minority interest
     -----------------
     Minority  interest  is  based on the net  book  value  of the  subsidiaries
     financial statements used in the consolidation.

     Foreign currency translation
     ----------------------------
     Conversion  of  currency  from a Republic of Moldova  Lei  ("MDL$")  into a
     United States  dollar  ("US$") has been made at the  respective  applicable
     rates of exchange.  Monetary assets and liabilities  denominated in foreign
     currencies are converted into US$ at the applicable rate of exchange at the
     balance sheet date.

     Conversion  of  currency  from  MDL$  into US$ has been made at the rate of
     exchange  on  December  31,  2002 and 2001:  at  US$1.00:  MDL$13.822:  and
     US$1.00: MDL$13.0909. No representation is made that the MDL$ amounts could
     have been, or could be, converted into US$ at that rate. Income and expense
     items were converted at the average rates for the year.

     Concentrations of credit risk and major customers
     -------------------------------------------------
     Financial instruments, which potentially expose the Group to concentrations
     of credit risk, consist of cash,  investments,  and accounts  receivable at
     December 31, 2002.  The Company  performs  ongoing  evaluations of its cash
     position  and  credit   evaluations  at  the  subsidiary  level  to  ensure
     collections and minimize losses.

     Two customers accounted for approximately 85% and 81% of sales for the year
     ended  December 31, 2002 and 2001  respectively.  Over 90% of the Company's
     revenues are from sales in Russia.

     Use of estimates
     ----------------
     The preparation of financial statements in conformity with US GAAP requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements,  and the  reported




                                      F-10
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     amounts of revenue and expenses during the reporting period. Actual results
     when ultimately realized could differ from those estimates.

     Revenue recognition
     -------------------
     Revenue is  recognized  when title passes to the customer  upon delivery of
     the merchandise to a third party shipper.

     Shipping costs
     --------------
     Shipping  costs are included in selling and marketing  expenses and totaled
     $671,221  and  $698,781  for the years  ended  December  31, 2002 and 2001,
     respectively.

     Employees' benefits
     -------------------
     Mandatory  contributions  are  made  by the  Moldovan  subsidiaries  to the
     Moldovan  Government's health,  retirement benefit and unemployment schemes
     at the  statutory  rates in force during the period,  based on gross salary
     payments.  The cost of these payments is charged to the statement of income
     in the same period as the related salary cost.

     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".   The  statement  addresses  the  accounting  for
     extinguishment  of debt,  sale-leaseback  transactions  and  certain  lease
     modifications.  The statement is effective for transactions occurring after
     May 15, 2002.  The Group does not expect the adoption of Statement  No. 145
     to have a material  impact on the Group's  future  results of operations or
     financial position.

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

     In November 2002, the FASB issued FASB  Interpretation No. 45, "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others" (FIN 45). FIN 45 requires that upon
     issuance of a guarantee,  a guarantor  must  recognize a liability  for the
     fair value of an obligation assumed under a guarantee. FIN 45 also requires





                                      F-11
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     additional  disclosures by a guarantor in its interim and annual  financial
     statements  about the obligations  associated with guarantees  issued.  The
     recognition provisions of FIN 45 are effective for any guarantees issued or
     modified after December 31, 2002. The disclosure requirements are effective
     for financial statements of interim or annual periods ending after December
     15, 2002. The adoption of FIN 45 is not expected to have a material  effect
     on the Group's financial position, results of operations, or cash flows.

     In October  2002,  the FASB issued SFAS No. 147,  "Acquisitions  of Certain
     Financial  acquisitions  of  financial  institutions,  except  transactions
     between two or more mutual enterprises. The Group does not expect that this
     standard will have any effect on its financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123
     "Accounting for Stock-Based  Compensation," to provide  alternative methods
     of  transition  for a voluntary  change to the fair value  based  method of
     accounting for stock-based employee compensation. In addition, SFAS No. 148
     amends the  disclosure  requirements  of SFAS No. 123 to require  prominent
     disclosures  in both  annual and  interim  financial  statements  about the
     method of accounting for stock-based  employee  compensation and the effect
     of the method  used on  reported  results.  SFAS No. 148 is  effective  for
     fiscal years  beginning  after  December 15, 2002.  The interim  disclosure
     provisions  are  effective  for  financial  reports  containing   financial
     statements for interim periods beginning after December 15, 2002. The Group
     does not expect the  adoption of SFAS No. 148 to have a material  effect on
     our financial position, results of operations, or cash flows.

     Reclassification
     ----------------
     Certain reclassifications have been made to the December 31, 2001 financial
     statements  in order to conform to the  classification  used in the current
     year.


4.   TRADE RECEIVABLES

     Trade receivables are summarized as follows at December 31, 2002 and 2001:

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

     Domestic                                      $    91,047    $   132,727
     Foreign                                           863,015        565,438
                                                   -----------    -----------
                                                   $   954,062    $   698,165
                                                   ===========    ===========






                                      F-12
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

5.   INVENTORIES

     Inventories are summarized as follows at December 31, 2002 and 2001:

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

     Raw materials                                 $ 1,167,535    $   899,544
     Work-in-process                                 2,402,256      1,175,843
     Finished goods                                    571,848        165,791
                                                   -----------    -----------
                                                   $ 4,141,639    $ 2,241,178
                                                   ===========    ===========

     Certain inventory is pledged as collateral for loans.


6.   NOTE RECEIVABLE-RELATED PARTY

     On November 13, 2001, the Company entered into a non-interest  bearing note
     receivable  agreement with Grineva S.R.L.  (Grineva),  the 70% owner of the
     Company and controlled by the Company's  President.  According to the terms
     of the agreement,  the Company will loan approximately $380,000 to Grineva.
     At December  31, 2002 and 2001,  the Company had loaned a total of $185,582
     and  $43,733  respectively  to  Grineva.  No  payments on the loan had been
     received during 2002 and 2001. The note receivable is due no later than May
     1, 2005.


7.   PROPERTY, PLANT AND EQUIPMENT

     Property,  plant, and equipment  consisted of the following at December 31,
     2002 and 2001:

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

     Land and buildings                            $ 1,825,356    $ 1,102,817
     Construction in progress                        1,135,721        351,277
     Machinery and equipment                         1,542,227      1,296,798
     Vehicles and other                                173,197         72,335
                                                   -----------    -----------
                                                     4,676,501      2,823,227

     Less accumulated depreciation                  (1,219,474)      (976,428)
                                                   -----------    -----------
                                                   $ 3,457,027    $ 1,846,799
                                                   ===========    ===========

     Depreciation  expense  for 2002 and 2001  totaled  $354,188  and  $241,080,
     respectively









                                      F-13
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

8.   EQUITY INVESTMENTS

     Investments  in  companies  in which the Group has a 20%-50%  interest  are
     accounted  for on  the  equity  method.  Summarized  financial  information
     (unaudited)  for these equity  investments at December 31, 2002 and 2001 is
     summarized below.

                                                       2002           2001
                                                    (Unaudited)    (Unaudited)
                                                   ------------   ------------

     Revenues                                      $   260,856    $   368,990
     Costs and expenses                                461,262        368,990
                                                   -----------    -----------

     Net loss                                      $  (200,406)   $         -
                                                   ===========    ===========

     Current assets                                $   640,825    $   317,351
     Noncurrent assets                             $ 2,248,722    $ 2,219,069
     Current liabilities                           $   453,516    $ 2,408,294
     Noncurrent liabilities                        $   950,088    $         -
     Equity                                        $ 1,485,943    $   128,126


9.   INTANGIBLE ASSETS

     On January 3, 2001, the Company purchased  technology  process know-how for
     the development and improvement of quality of its natural dry white and red
     wines. The amount paid for the know-how was approximately  $400,000 and was
     amortized  over the term of the agreement of 1.2 years.  Intangible  assets
     are included in other assets and consisted of the following at December 31,
     2002 and 2001:

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

     Licenses and trademarks                       $     4,818    $     6,365
     Technology process know-how                        14,129        400,222
     Other intangibles                                   3,907          3,988
                                                   -----------    -----------
                                                        22,854        410,575
     Less accumulated amortization                     (11,864)      (342,308)
                                                   -----------    -----------

                                                   $    10,990    $    68,267
                                                   ===========    ===========

     Amortization  expense on intangible assets during 2002 and 2001 was $58,227
     and $345,219, respectively.





                                      F-14
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

10.  TRADE AND RELATED PARTY PAYABLES

     Trade and related party  payables are summarized as follows at December 31,
     2002 and 2001:

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

     Foreign                                       $ 2,065,359    $ 1,598,141
     Domestic                                        1,403,916        663,023
                                                   -----------    -----------
                                                   $ 3,469,275    $ 2,261,164
                                                   ===========    ===========


11.  SHORT-TERM BANK LOANS

     Short-term loans consisted of the following at December 31, 2002 and 2001:

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

     Note to Victoria Bank, Moldova
     dated December 26, 2002 due
     January, 2003.  Interest rate
     At 18%. Secured by revenues.                  $   151,932    $         -

     Note to Victoria Bank, Moldova
     Dated November 6, 2002 due
     November, 2003.  Interest rate
     At 11%.  Secured by equipment                     297,555              -
     and inventory.

     Note to Victoria Bank, Moldova
     dated February 23, 2001 due
     February, 2002.  Interest rate
     at 17%.  Secured by equipment
     and inventory.                                          -        100,000

     Note to Victoria Bank, Moldova
     dated December 13, 2001 due
     December, 2002. Interest rate 12%.
     Secured by equipment and inventory.                     -        164,926

     Note to Moldova Agroindbank
     dated September 3, 2001 due August,
     2002. Interest rate 34%. Secured
     by equipment and inventory.                             -         15,278




                                      F-15
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

11. SHORT-TERM BANK LOANS Continued

     Note to Moldova Agroindbank
     dated August 22, 2001 due August
     2002. Interest rate 28%. Secured by
     equipment and inventory                                 -         76,389
                                                   -----------    -----------

                                                   $   449,487    $   356,593
                                                   ===========    ===========


12.  RELATED PARTY LOANS

     During  August 2002,  the Company  entered  into an unsecured  non-interest
     bearing loan agreement of $1,087,795 with Rabel S.A.  (Rabel) The Company's
     President is an Executive  Director of Rabel.  According to the  agreement,
     the Company is  obligated to export wine on behalf of Rabel as repayment of
     the loan. The agreement calls for annual penalties of 22% for products that
     are not  delivered in  accordance  with the  agreement.  For the year ended
     December 31,  2002,  the Company  recorded  $81,043 in penalties as certain
     products were not delivered in accordance with the agreement.

     During March 1998,  the Company  entered  into an  agreement  with Argo LLC
     (Argo),  the 30%  owner of the  Company  and  controlled  by the  Company's
     President,  whereby Argo will provide financing for the Company in exchange
     for the Company's products.  At December 31, 2001, the Company's obligation
     to Argo  related to the  agreement  was  $237,822.  During  November  2002,
     various  customer  advances were settled by Argo and the  obligations  were
     assigned to Argo. On November 29, 2002,  Argo's receivable from the Company
     of $1,448,628 was assigned to NovoTech Holdings, Inc., (NovoTech) a British
     Virgin Islands corporation, which is controlled by the Company's President.
     According  to the  Assignment  Agreement,  NovoTech has the right to demand
     payment in the amount of $1,448,628 US dollars from the Company.


13.  LONG-TERM DEBT

     Long-term debt consisted of the following at December 31, 2002 and 2001:

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


     Note to Banc de Economii S.A., Moldova
     Dated December 20, 2002 due in monthly
     installments through June, 2004.  Interest
     Rate at 18%  Secured by raw wine inventory.   $   274,924    $         -






                                      F-16
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

13.  LONG TERM DEBT Continued

     Note to Moldova Agroindbank
     Dated July 31, 2002, due in monthly
     installments through June 2003.  Interest
     Rate at 12%.  Secured by equipment.                80,000              -

     Note to Victoria Bank, Moldova
     dated August 22, 2001, due in
     monthly installments through
     August 2003.  Interest rate at
     12%.  Secured by equipment
     and inventory.                                $   176,000    $   440,000

     Less current portion                             (391,293)      (264,000)
                                                   -----------    -----------

                                                   $   139,631    $   176,000
                                                   ===========    ===========

     The scheduled maturities of long-term debt are as follows:

     2003                                          $   391,293
     2004                                              123,631
     2005                                               16,000
                                                   -----------

                                                   $   530,924
                                                   ===========


14.  INCOME TAXES

     The nominal  statutory  tax rate in the  Republic of Moldova is 25% in 2002
     and  28%  in  2001.  Taxes  are  calculated  in  accordance  with  Moldovan
     regulations  and are paid on an annual  basis.  Taxes are  calculated  on a
     separate entity basis since consolidation is not allowed in Moldova.  Based
     on the  local  tax  rates,  Lion Gri  S.R.L.  has  qualified  for the "Free
     Enterprise  Zone"  for five  years  (years  2001  through  2005),  in which
     Lion-Gri  S.R.L.  is not required to pay income  taxes for these years.  No
     significant deferred tax assets or liabilities existed for Lion-Gri S.R.L.,
     at December 31, 2002 and 2001.  Botritis S.A. is subject to the  applicable
     statutory tax rates and the provision for taxes on earnings for Botritis S.
     A. was $4,730 and $6,737 for the years  ended  December  31,  2002 and 2001
     respectively.  No significant deferred tax assets or liabilities existed at
     December 31, 2002 and 2001.

     The income tax expense was  different  than the amount  computed  using the
     U.S. Federal Income tax rate of 35% as a result of the following:






                                      F-17
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

14.  INCOME TAXES Continued

                                                    Years Ended December 31,
                                                   ---------------------------

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

     Computed "expected" tax expense               $   315,787    $   353,652
     Difference in foreign subsidiary rates            (90,225)       (70,730)
     Income tax exemption                             (229,523)      (254,990)
     Other                                               8,691        (21,195)
                                                   -----------    -----------
                                                   $     4,730    $     6,737
                                                   ===========    ===========

     The  unaudited  proforma  effect  of the tax  holiday  on net  income is as
     follows:

                                                    Years Ended December 31,
                                                   ---------------------------

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

     Net income as reported                        $   897,518    $ 1,003,698
     Proforma net income                           $   667,995    $   748,708


15.  OTHER RELATED PARTY TRANSACTIONS

     The financial  statements  include balances and  transactions  with related
     parties.  For the years  ended  December  31,  2002 and 2001,  the  Company
     purchased   $136,539  and   $163,402,   respectively   of   equipment   and
     transportation  services from a Fabbri-Inox S.R.L,  (Fabbri-Inox)  which is
     controlled by the  President of the Company.  At December 31, 2002 and 2001
     the  Company  had  a  payable  to   Fabbri-Inox  of  $49,277  and  $52,286,
     respectively.  At December 31, 2002 and 2001 the Company had prepayments to
     Fabbri-Inox of $43,444 and $2,707 respectively.

     For the  years  ended  December  31,  2002 and 2001 the  Company  purchased
     $30,396 and $138,132 of  transportation  services and other  products  from
     Rabel, S.A.,  (Rabel).  The Company's President is an Executive Director of
     Rabel. At December 31, 2002 and 2001, the Company had a payable to Rabel of
     $1,588 and $158,839,  respectively.  At December 31, 2002 the Company had a
     prepayment to Rabel of $36,603.

     There  were  sales of  approximately  $625,000  to Argo for the year  ended
     December 31, 2001.

     The  Company  purchases  raw wine from  Ceteronis  S.R.L.  and Prut.  Total
     purchases  from  Ceteronis  S.R.L.  during  2002 and 2001 was  $81,001  and
     $21,450 respectively.  A payable to Prut of $19,097 existed at December 31,



                                      F-18
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

15.  OTHER RELATED PARTY TRANSACTIONS Continued

     2001 related to 2000  purchases.  There were no purchases  from Prut during
     2001. The Company has investments in Ceteronis S.R.L. and Prut.

     The Company purchased $30,794 and $26,325 of fixed assets and services from
     Agrotehnica-Invest S.A. during 2002 and 2001 respectively.  The Company has
     an  investment  in  Agrotechnica-Invest,  S.A. At December  31,  2002,  the
     Company had a prepayment to Agrotechnica-Invest S.A. of $88,600.

     The Company  supplies  fertilizers to Weis-MD Vine Co., S.R.L.  (Weis).  At
     December  31,  2002,  Weis  had  advanced  $143,430  to  the  Company  as a
     prepayment for fertilizers. The Company has an investment in Weis.


16.  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

     The  Group's   operations   are  conducted  in  the  Republic  of  Moldova.
     Accordingly,  the Group's  business,  financial  condition,  and results of
     operations  may  be  influenced  by  the  political,  economic,  and  legal
     environments  in the Republic of Moldova,  and by the general  state of the
     Moldovian economy.

     The  Group's   operations  in  the  Republic  of  Moldova  are  subject  to
     considerations   and  significant  risks  not  typically   associated  with
     companies  in  North  America  and  Western  Europe.  These  include  risks
     associated   with,   among  others  the   political,   economic  and  legal
     environments  and foreign  currency  exchange.  The Group's  results may be
     adversely affected by changes in the political and social conditions in the
     Republic of Moldova,  and by changes in governmental  policies with respect
     to laws and regulations,  anti-inflationary  measures,  currency conversion
     and  remittance  abroad,  and rates and  methods of  taxation  among  other
     things.


17.  COMMITMENTS AND CONTINGENCIES

     Arranger Services Agreement
     ---------------------------

     During July 2002, the Company entered into an Arranger  Services  Agreement
     (the  "Agreement")  with  Market   Management   International,   Inc.  (the
     "Arranger"),  a Florida, U.S. Corporation,  and Intreprinderea Mixta Market
     Management  International S.R.L. (the "Agent"), a limited liability company
     in the Republic of Moldova. The services to be rendered by the Arranger are
     arranging  for  securities  offerings and of marketing of securities in the
     United  States of  America.  This  includes  arranging  for an SB-1 for the
     Company,  introducing investors and potential partners for fund raising and
     arranging  for  various  other  investor  services  during  and  after  the
     effective  date  of the  SB-1.  As  consideration  for the  services  to be
     rendered,  the Company shall pay the Arranger a fee of $15,000 upon signing
     the Agreement.  In addition,  the Agreement calls for significant  payments
     including cash,  issuances of stock, and option contracts to be paid to the



                                      F-19
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

17.  COMMITMENTS AND CONTINGENCIES Continued

     Arranger for services  related to an SB-1  registration and certain periods
     thereafter.   The  total  value  of  these   payments,   if  any,  are  not
     determinable.  The period of performance  under the Agreement  shall be two
     years from the date of the Agreement.

     On June 5, 2003, the Company  terminated the Agreement and had not filed an
     SB-1 with the  Securities  and Exchange  Commission in the United States of
     America.  There have been no claims or lawsuits against the Company related
     to the  Agreement  and  management  represents  certain  provisions  of the
     Agreement have been breached. The ultimate outcome of this matter cannot be
     predicted with  certainty,  however the Company  believes,  based on advice
     from legal counsel,  this matter will not have a material adverse effect on
     the Company's financial statements.

     Guarantee of Credit
     -------------------

     The Company  guarantees  credit of  approximately  $495,000  plus  interest
     granted to Weis-MD Vine Co., S.R.L.  (Weis). The Company has a 40.4% equity
     investment in Weis. The  obligation is due on March 18, 2007,  with a daily
     penalty rate of 0.15% for non-payment.


18.  NON-CASH DISCLOSURES OF CASH FLOW INFORMATION

     For the year ended  December 31, 2002,  the following  represents  non-cash
     disclosures of cash flow information:

     Conversion of liabilities to contributed capital                 $   85,995
     Transfer of advances from customers to related party loans       $1,245,828


19.  SUBSEQUENT EVENTS

     Transfer of Related Party Loan and Change In Ownership
     ------------------------------------------------------

     On May 6, 2003,  the Company's  related  party loan of $1,448,628  that was
     assigned to NovoTech on November 29, 2002 was  transferred  and re-assigned
     to Argo.  (See  Note  12.).  On May 12,  2003 Argo  converted  this loan to
     capital of the Company and obtained  99.97%  ownership  of the Company.  On
     July 10,  2003,  Argo  transferred  its 99.97%  ownership of the Company to
     NovoTech.










                                      F-20
<PAGE>



                          LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

19.  SUBSEQUENT EVENTS Continued

     Share Purchase Agreement
     ------------------------

     During  July 2003,  as  disclosed  in a Form 8-K  Securities  and  Exchange
     Commission Filing, Napoli Enterprises,  Inc. (Napoli) will issue 34,474,451
     of its common  stock to acquire 90% of the issued and  outstanding  capital
     stock of NovaTech. In doing so, Napoli will acquire an indirect controlling
     interest in the Company.

     Consulting Agreement/Legal Services Memorandum and General Releases
     -------------------------------------------------------------------

     During  February  2003,  the  Company  entered  into a one-year  consulting
     agreement with Marx One, Inc. (Marx) related to  consultation  and advisory
     services  for the equity  and/or debt raising  process and other  services.
     During March 2003,  the Company  entered into a legal  services  memorandum
     with Feingold & Kam L.L.C.  (Feingold)  which sets forth various  corporate
     legal services  including U.S.  Securities and Exchange  Commission filings
     and other  requested  legal services  after the Company  becomes a publicly
     traded  corporation.  During October 2003,  Marx and Feingold each signed a
     General  Release  which  releases  and  discharges  the Company  from these
     agreements.  In consideration for the General  Releases,  Napoli must issue
     1,000,000  restricted  shares to Marx and  1,000,000  restricted  shares to
     Feingold,  and the General Releases shall only be binding in the event that
     these shares  become  registered  as free  trading/unrestricted  securities
     within ninety days of the date of the General Releases.



























                                      F-21
[{"type": "8-K", "sequence": "1", "filename": "napoli8k110503.txt", "description": "NAPOLI ENTERPRISES 8K, 10.29.03", "secsgml_size_bytes": 62146}]
{"company-data": {"conformed-name": "NAPOLI ENTERPRISES INC", "cik": "0001093800", "assigned-sic": "7389", "irs-number": "912015608", "state-of-incorporation": "CO", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27199", "film-number": "03987479"}, "business-address": {"street1": "35 VLAICU PIRCALAB STR.", "city": "CHISINAU", "state": "1S", "zip": "000000", "phone": "(386) 409-0200"}, "mail-address": {"street1": "35 VLAICU PIRCALAB STR.", "street2": "SUITE", "city": "CHISINAU", "state": "1S", "zip": "000000"}, "former-company": [{"former-conformed-name": "IMPULSE MEDIA TECHNOLOGIES INC", "date-changed": "20020110"}, {"former-conformed-name": "DENMANS COM INC", "date-changed": "19990824"}]}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

                        Date of Report: October 29, 2003
                        --------------------------------
                        (Date of earliest event reported)

                            NAPOLI ENTERPRISES, INC.
                            ------------------------
                            (A Colorado Corporation)
             (Exact name of registrant as specified in its chapter)

   Colorado                         7389                          912015608
   --------                         ----                          ---------
(State or other               (Primary Standard                 (IRS Employer
jurisdiction of              Classification Code             Identification No.)
incorporation)                     Number)

                            35, Vlaicu Pircalab str.
                               Chisinau 1S 000000
                               Republic of Moldova
                            ------------------------
                    (Address of principal executive offices)

                                 (386) 409-0200
                                 --------------
                         (Registrant's telephone number,
                              including area code)

                          Suite 566 - 1027 Davie Street
                          Vancouver, BC Canada V6E 4L2
                          ----------------------------
             (Former name or address, if changed since last report)
Item 2.   Acquisition of Business
---------------------------------

Napoli  Enterprises  Inc.  hereby  announces  that the  acquisition  of Lion-Gri
S.R.L.,  previously announced on our Current Report on Form 8K filed on July 16,
2003, has been completed effective October 29, 2003.

Item 5.   Other Events and Regulation FD Disclosure
---------------------------------------------------

This current report contains forward-looking  statements regarding future events
and future  performance  of the Company,  including  statements  with respect to
completion  of an  acquisition  transaction,  all of  which  involve  risks  and
uncertainties  that could materially affect actual results.  Such statements are
based on  Management's  current  expectations  and actual  results  could differ
materially. Investors should refer to documents that the Company files from time
to time with the Securities and Exchange Commission for a description of certain
factors that could cause the actual  results to vary from  current  expectations
and the  forward-looking  statements  contained  in  this  report.  Such  Filing
includes,  without  limitation,  the Company's Form 10-KSB  report,  Form 10-QSB
reports and Form 8-K reports.

AUDITED FINANCIAL  STATEMENTS OF LION-GRI S.R.L. AND SUBSIDIARY FOR DECEMBER 31,
--------------------------------------------------------------------------------
2002 AND DECEMBER 31, 2001
--------------------------

So as to keep  investors  and  potential  investors  of Napoli  informed  of the
activities of the Company,  filed herewith are the audited financial  statements
of Lion-Gri for the fiscal years ended December 31, 2002 and December 31, 2001.

Lion-Gri is a wine producer operated out of Moldova selling its wines throughout
Russia,  Denmark,  Poland and Western  Europe.  The wine  industry in Moldova is
among the most historically  well-established in all of the former Soviet Union.
Lion-Gri  is among the  largest  wine  producers  in  Moldova  and is one of the
largest exporters of wines to the Russian Federation. Lion-Gri currently markets
and sells over 110  varieties  of wine  including  red and white  varietals  and
desert wine.

                                        2
SIGNATURE
                                    ---------

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

November 7, 2003

/s/ Greg Sonic
--------------
Greg Sonic
CEO, CFO, President & Secretary
Chairman & Director

                                        3
CONSOLIDATED FINANCIAL STATEMENTS

                         LION-GRI S.R.L. AND SUBSIDIARY

                           DECEMBER 31, 2002 AND 2001

                                       F-1
LION-GRI S.R.L. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         Pages
                                                                         -----

Independent Auditor's Report                                             F-3

Consolidated Balance Sheet                                               F-4

Consolidated Statements of Operations and Comprehensive Income           F-5

Consolidated Statements of Changes in Members' Equity                    F-6

Consolidated Statements of Cash Flows                                    F-7

Notes to Consolidated Financial Statements                           F-8 to F-21

                                      F-2
INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

To the Members of Lion-Gri S.R.L.

We have audited the accompanying  consolidated balance sheets of Lion-Gri S.R.L.
(a Republic of Moldova  limited  liability  company)  and its  subsidiary  as of
December 31, 2002 and 2001 and the related consolidated statements of operations
and  comprehensive  income,  changes in  members'  equity and cash flows for the
years ended December 31, 2002 and 2001. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United of States of America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
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 financial position of Lion-Gri S.R.L. and
its  subsidiary  as of  December  31,  2002  and  2001  and the  results  of its
operations  and its cash flows for the years ended December 31, 2002 and 2001 in
conformity with accounting principles generally accepted in the United States of
America.

Thomas Leger & Co., L.L.P.
Houston, Texas
April 30, 2003 (except for the second paragraph of Note 17, which is dated
June 5, 2003 and Note 19, which is dated October 3, 2003)

                                       F-3
LION-GRI S.R.L. AND SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
                           CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 2002 AND 2001
                             (UNITED STATES DOLLARS)

                                     ASSETS
                                     ------

                                                     2002              2001
                                                --------------    --------------
CURRENT ASSETS
  Cash and bank balances                        $      97,708     $      36,682
  Trade receivables                                   954,062           698,165
  Inventories                                       4,141,639         2,241,178
  Advances to suppliers                               987,453           393,527
  Other current assets                                 45,886            67,879
                                                --------------    --------------

TOTAL CURRENT ASSETS                                6,226,748         3,437,431

NOTE RECEIVABLE-RELATED PARTY                         185,582            43,733
EQUITY INVESTMENTS                                     93,730           150,121
FIXED ASSETS, net                                   3,457,027         1,846,799
OTHER ASSETS                                           58,727           225,130
                                                --------------    --------------

TOTAL ASSETS                                    $  10,021,814     $   5,703,214
                                                ==============    ==============

                         LIABILITIES AND MEMBERS' EQUITY
                         -------------------------------

CURRENT LIABILITIES
   Current portion of long-term debt            $     391,293     $     264,000
   Short-term bank loans                              449,487           356,593
   Related party loans                              2,536,423           237,822
   Other short-term loans                              41,920                 -
   Short-term advances from customers                 244,668           493,955
   Trade accounts payable                           3,274,980         1,763,706
   Related party payables                             194,295           497,458
   Accrued liabilities                                 67,076            99,595
                                                --------------    --------------

TOTAL CURRENT LIABILITIES                           7,200,142         3,713,129

LONG-TERM LIABILITIES
   Long-term debt                                     139,631           176,000
                                                --------------    --------------

TOTAL LIABILITIES                                   7,339,773         3,889,129

MINORITY INTEREST                                      94,269           101,526

MEMBERS' EQUITY                                     2,587,772         1,712,559
                                                --------------    --------------

TOTAL LIABILITIES AND MEMBERS' EQUITY           $  10,021,814     $   5,703,214
                                                ==============    ==============

              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       F-4
LION-GRI S.R.L. & SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                             (UNITED STATES DOLLARS)

                                                    Year Ended December 31,
                                                --------------------------------
                                                     2002              2001
                                                --------------    --------------

SALES                                           $  10,522,978     $  10,129,297

COST OF SALES                                       7,648,678         6,487,754
                                                --------------    --------------

GROSS PROFIT                                        2,874,300         3,641,543

SELLING AND MARKETING EXPENSES                      1,053,624         1,845,639

GENERAL AND ADMINISTRATIVE EXPENSES                   549,448           597,636

OTHER OPERATIONAL EXPENSES                            187,671           111,975
                                                --------------    --------------

INCOME FROM OPERATIONS                              1,083,557         1,086,293

MINORITY INTEREST                                       1,922            (9,411)

OTHER INCOME (LOSS)
  Other income                                          8,438                 -
  Loss from equity investments                        (64,597)                -
  Net gain (loss) on sale of fixed assets             (12,318)           22,146
  Interest expense                                   (114,754)          (88,593)
                                                --------------    --------------

INCOME BEFORE TAX PROVISION                           902,248         1,010,435

PROVISION FOR INCOME TAXES                              4,730             6,737
                                                --------------    --------------

NET INCOME                                            897,518         1,003,698

OTHER COMPREHENSIVE INCOME (LOSS)
  Foreign currency translation                       (106,752)          (57,139)
                                                --------------    --------------

COMPREHENSIVE INCOME (LOSS)                     $     790,766     $     946,559
                                                =============     ==============

              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       F-5
LION-GRI S.R.L. & SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
              CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY
                     Years Ended December 31, 2002 and 2001
                             (UNITED STATES DOLLARS)

                                                                    Accumulated
                                                                       Other
                                     Statutory       Earnings      Comprehensive     Members'
                                      Capital        (Deficit)     Income (Loss)      Equity
                                   -------------   -------------   -------------   -------------
Balance at December 31, 2000       $     50,650    $    682,986    $    (10,530)   $     723,106

Capital contributions                    42,894               -               -           42,894

Comprehensive loss:
  Net income                                  -       1,003,698               -        1,003,698
  Foreign currency translation                -               -         (57,139)         (57,139)
                                   -------------   -------------   -------------   -------------

Balance at December 31, 2001             93,544       1,686,684         (67,669)       1,712,559

Capital contributions                    84,447               -               -           84,447

Comprehensive income:
  Net income                                  -         897,518               -          897,518
  Foreign currency translation                -               -        (106,752)        (106,752)
                                   -------------   -------------   -------------   -------------

Balance at December 31, 2002       $    177,991    $  2,584,202    $   (174,421)   $   2,587,772
                                   =============   =============   =============   ==============
The accompanying notes are an intergral part of these
                       consolidated financial statements.
                                       F-6
LION-GRI S.R.L. & SUBSIDIARY
                          (A LIMITED LIABILITY COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNITED STATES DOLLARS)

                                                                      Year Ended December 31,
                                                                  --------------------------------
                                                                       2002              2001
                                                                  --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                        $     897,518     $   1,003,698
Adjustments to reconcile net income to
     net cash provided by operating activities:
     Depreciation and amortization                                      413,483           586,299
     (Gain) loss on disposition of fixed assets, net                     13,980           (22,146)
     Minority interest                                                   (1,922)            9,411
     Loss on equity investment                                           64,597                 -
Changes in operating assets and liabilities:
     Increase in trade receivables                                     (298,198)         (223,227)
     Increase in inventories                                         (2,056,046)       (1,537,429)
     Increase in advances to suppliers                                 (626,019)         (282,125)
     (Increase) decrease in other current and noncurrent assets          24,122           (53,794)
     Increase in advances from customers                              1,089,314           362,207
     Increase in accounts payable and accrued liabilities             1,339,576         1,262,832
                                                                  --------------    --------------

Net cash  provided  by (used in) operating activities                   860,405         1,105,726
                                                                  --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                            (2,121,006)       (1,091,783)
     Proceeds from disposal of fixed assets                                   -            33,205
     Purchase of intangibles                                             (6,306)         (402,573)
     Purchase of note receivable-related parties                       (146,807)          (43,733)
     Payments received on other note receivables                         97,295                 -
     Purchase of long-term investments                                        -          (152,680)
                                                                  --------------    --------------

Cash used by investing activities                                    (2,176,824)       (1,657,564)
                                                                  --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Capital contributions                                                    -            42,894
     Proceeds from long-term debt                                       361,435           508,776
     Proceeds from short-term loans                                     500,422           500,296
     Proceeds from related party loans                                1,107,751            72,113
     Principal payments on long-term debt                              (266,728)          (61,053)
     Principal payments on short-term loans                            (343,927)         (515,709)
                                                                  --------------    --------------

Cash provided by financing activities                                 1,358,953           547,317
                                                                  --------------    --------------

Effect of exchange rate changes on cash                                  18,492            (2,271)

NET INCREASE (DECREASE) IN CASH                                          61,026            (6,792)

Cash and cash equivalents, at beginning of period                        36,682            43,474
                                                                  --------------    --------------

Cash and cash equivalents, at end of period                       $      97,708     $      36,682
                                                                  ==============    ==============
Supplementary disclosures of cash flow information:
      Interest paid                                               $     114,574     $      87,065
                                                                  ==============    ==============
      Taxes paid                                                  $       7,178     $           -
                                                                  ==============    ==============
The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       F-7
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

1.   ORGANIZATION AND PRINCIPAL ACTIVITIES

     Lion-Gri  S.R.L.  (the  "Company"),  a  limited  liability  company  in the
     Republic of Moldova,  commenced  operations in 1998.  The Company  acquired
     controlling  interest in Botritis S.A.  (50.3%),  a Moldovan  entity in the
     fiscal year 1998, which was recorded as a purchase. The Company is owned by
     Grineva  S.R.L.  (70%),  a limited  liability  company in the  Republic  of
     Moldova and Argo  L.L.C.  (30%),  a limited  liability  company  located in
     Wyoming,  U.S.  Grineva  S.R.L.  and  Argo  L.L.C.  are  controlled  by the
     Company's President, Gregory Sonic.

     The consolidated  financial  statements include the accounts of the Company
     and Botritis S.A. (collectively referred to as the "Group").

     The Group produces, markets, and sells premium Moldavian wines in countries
     outside Moldova.

2.   BASIS OF PRESENTATION

     The  consolidated  financial  statements  are prepared in  accordance  with
     generally  accepted  accounting  principles in the United States of America
     ("US  GAAP").  This  basis of  accounting  differs  from  that  used in the
     statutory  financial  statements  of the  Moldovan  subsidiaries  which are
     prepared in accordance with the accounting principles generally accepted in
     Moldova. The principal difference in which adjustments were made to conform
     to US GAAP  include  write downs of fixed  assets with an offset to paid-in
     capital of  approximately  $3,280,000 for the year ended December 31, 2002.
     There were no  signficant  adjustments  made to fixed  assets  and  paid-in
     capital to conform to US GAAP for the year ended December 31, 2001.

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

     Basis of consolidation
     ----------------------
     The consolidated  financial statements of the Group include the Company and
     its subsidiary.  All material  intercompany  balances and transactions have
     been eliminated.

     Economic and political risks
     ----------------------------
     The Group faces a number of risks and  challenges  since its operations are
     in the  Republic  of  Moldova  and its  primary  market is in  Russia.  The
     financial statements have been prepared assuming the Group will continue as
     a going concern.

     Cash and cash equivalents
     -------------------------
     The Group  considers cash and cash  equivalents to include cash on hand and
     demand deposits with banks with maturity dates of three months or less.

                                       F-8
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     Inventory
     ---------
     Inventories  are  stated at the  lower of cost or  market  on the  weighted
     average cost basis, and includes  finished goods, raw materials,  packaging
     material  and product  merchandise.  Finished  goods  include  costs of raw
     materials (grapes and bulk wine), packaging, labor used in wine production,
     bottling, shipping and warehousing on winery facilities and equipment.

     In accordance with general practice in the wine industry,  wine inventories
     are included in current assets,  although a portion of such inventories may
     be aged for periods longer than one year.

     Investments
     -----------
     Investments  in  which  the  Company  does not have a  majority  voting  or
     financial controlling interest are accounted for under the equity method of
     accounting unless its ownership  constitutes less than 20% interest in such
     entity for which such investment would then be included in the consolidated
     financial statements on the cost method.

     Property, plant and equipment
     -----------------------------
     Property,  plant and equipment are carried at cost. The cost of repairs and
     maintenance is expensed as incurred;  major  replacements  and improvements
     are capitalized. Costs incurred in developing vineyards, including interest
     costs, are capitalized until the vineyards become commercially  productive.
     When  assets  are  retired  or  disposed  of,  the  cost  and   accumulated
     depreciation  are removed from the  accounts,  and any  resulting  gains or
     losses are included in income in the year of disposition.

     Depreciation  is  calculated  on a  straight-line  basis over the estimated
     useful life of the assets as follows (in years):

          o    Buildings                 10-30
          o    Machines and equipment     2-10
          o    Vehicles and other         3-7

     In accordance with Statement of Financial  Accounting  Standards (SFAS) No.
     144,  "Accounting for the Impairment or Disposal of Long-Lived Assets", the
     Group  examines the  possibility  of decreases in the value of fixed assets
     when  events or  changes  in  circumstances  reflect  the fact  that  their
     recorded value may not be recoverable.

     Other assets
     ------------
     Other assets include licenses, trademarks, technology process know-how, and
     other  receivables  and cost  method  investments.  Intangible  assets  are
     amortized using the straight-line  method over the term of the agreement or
     estimated useful lives.

                                       F-9
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     Income taxes
     ------------
     Taxes are  calculated in  accordance  with  taxation  principles  currently
     effective  in the  Republic of Moldova.  The Group  accounts for income tax
     using  Statements  of  Financial  Accounting  Standards  ("SFAS")  No.  109
     "Accounting for Income Taxes". SFAS No. 109 requires an asset and liability
     approach for financial accounting and reporting for income taxes and allows
     recognition   and  measurement  of  deferred  tax  assets  based  upon  the
     likelihood of realization of tax benefits in future years.  Under the asset
     and liability approach, deferred taxes are provided for the net tax effects
     of  temporary  differences  between  the  carrying  amounts  of assets  and
     liabilities  for  financial  reporting  purposes  and the amounts  used for
     income tax  purposes.  A valuation  allowance  is provided for deferred tax
     assets if it is more likely than not these items will either  expire before
     the Group is able to realize their benefits,  or that future  deductibility
     is uncertain.

     Minority interest
     -----------------
     Minority  interest  is  based on the net  book  value  of the  subsidiaries
     financial statements used in the consolidation.

     Foreign currency translation
     ----------------------------
     Conversion  of  currency  from a Republic of Moldova  Lei  ("MDL$")  into a
     United States  dollar  ("US$") has been made at the  respective  applicable
     rates of exchange.  Monetary assets and liabilities  denominated in foreign
     currencies are converted into US$ at the applicable rate of exchange at the
     balance sheet date.

     Conversion  of  currency  from  MDL$  into US$ has been made at the rate of
     exchange  on  December  31,  2002 and 2001:  at  US$1.00:  MDL$13.822:  and
     US$1.00: MDL$13.0909. No representation is made that the MDL$ amounts could
     have been, or could be, converted into US$ at that rate. Income and expense
     items were converted at the average rates for the year.

     Concentrations of credit risk and major customers
     -------------------------------------------------
     Financial instruments, which potentially expose the Group to concentrations
     of credit risk, consist of cash,  investments,  and accounts  receivable at
     December 31, 2002.  The Company  performs  ongoing  evaluations of its cash
     position  and  credit   evaluations  at  the  subsidiary  level  to  ensure
     collections and minimize losses.

     Two customers accounted for approximately 85% and 81% of sales for the year
     ended  December 31, 2002 and 2001  respectively.  Over 90% of the Company's
     revenues are from sales in Russia.

     Use of estimates
     ----------------
     The preparation of financial statements in conformity with US GAAP requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements,  and the  reported

                                      F-10
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     amounts of revenue and expenses during the reporting period. Actual results
     when ultimately realized could differ from those estimates.

     Revenue recognition
     -------------------
     Revenue is  recognized  when title passes to the customer  upon delivery of
     the merchandise to a third party shipper.

     Shipping costs
     --------------
     Shipping  costs are included in selling and marketing  expenses and totaled
     $671,221  and  $698,781  for the years  ended  December  31, 2002 and 2001,
     respectively.

     Employees' benefits
     -------------------
     Mandatory  contributions  are  made  by the  Moldovan  subsidiaries  to the
     Moldovan  Government's health,  retirement benefit and unemployment schemes
     at the  statutory  rates in force during the period,  based on gross salary
     payments.  The cost of these payments is charged to the statement of income
     in the same period as the related salary cost.

     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".   The  statement  addresses  the  accounting  for
     extinguishment  of debt,  sale-leaseback  transactions  and  certain  lease
     modifications.  The statement is effective for transactions occurring after
     May 15, 2002.  The Group does not expect the adoption of Statement  No. 145
     to have a material  impact on the Group's  future  results of operations or
     financial position.

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

     In November 2002, the FASB issued FASB  Interpretation No. 45, "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others" (FIN 45). FIN 45 requires that upon
     issuance of a guarantee,  a guarantor  must  recognize a liability  for the
     fair value of an obligation assumed under a guarantee. FIN 45 also requires

                                      F-11
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

3.   SUMMARY OF PRINCIPAL ACCOUNTING POLICIES Continued

     additional  disclosures by a guarantor in its interim and annual  financial
     statements  about the obligations  associated with guarantees  issued.  The
     recognition provisions of FIN 45 are effective for any guarantees issued or
     modified after December 31, 2002. The disclosure requirements are effective
     for financial statements of interim or annual periods ending after December
     15, 2002. The adoption of FIN 45 is not expected to have a material  effect
     on the Group's financial position, results of operations, or cash flows.

     In October  2002,  the FASB issued SFAS No. 147,  "Acquisitions  of Certain
     Financial  acquisitions  of  financial  institutions,  except  transactions
     between two or more mutual enterprises. The Group does not expect that this
     standard will have any effect on its financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123
     "Accounting for Stock-Based  Compensation," to provide  alternative methods
     of  transition  for a voluntary  change to the fair value  based  method of
     accounting for stock-based employee compensation. In addition, SFAS No. 148
     amends the  disclosure  requirements  of SFAS No. 123 to require  prominent
     disclosures  in both  annual and  interim  financial  statements  about the
     method of accounting for stock-based  employee  compensation and the effect
     of the method  used on  reported  results.  SFAS No. 148 is  effective  for
     fiscal years  beginning  after  December 15, 2002.  The interim  disclosure
     provisions  are  effective  for  financial  reports  containing   financial
     statements for interim periods beginning after December 15, 2002. The Group
     does not expect the  adoption of SFAS No. 148 to have a material  effect on
     our financial position, results of operations, or cash flows.

     Reclassification
     ----------------
     Certain reclassifications have been made to the December 31, 2001 financial
     statements  in order to conform to the  classification  used in the current
     year.

4.   TRADE RECEIVABLES

     Trade receivables are summarized as follows at December 31, 2002 and 2001:

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

     Domestic                                      $    91,047    $   132,727
     Foreign                                           863,015        565,438
                                                   -----------    -----------
                                                   $   954,062    $   698,165
                                                   ===========    ===========

                                      F-12
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

5.   INVENTORIES

     Inventories are summarized as follows at December 31, 2002 and 2001:

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

     Raw materials                                 $ 1,167,535    $   899,544
     Work-in-process                                 2,402,256      1,175,843
     Finished goods                                    571,848        165,791
                                                   -----------    -----------
                                                   $ 4,141,639    $ 2,241,178
                                                   ===========    ===========

     Certain inventory is pledged as collateral for loans.

6.   NOTE RECEIVABLE-RELATED PARTY

     On November 13, 2001, the Company entered into a non-interest  bearing note
     receivable  agreement with Grineva S.R.L.  (Grineva),  the 70% owner of the
     Company and controlled by the Company's  President.  According to the terms
     of the agreement,  the Company will loan approximately $380,000 to Grineva.
     At December  31, 2002 and 2001,  the Company had loaned a total of $185,582
     and  $43,733  respectively  to  Grineva.  No  payments on the loan had been
     received during 2002 and 2001. The note receivable is due no later than May
     1, 2005.

7.   PROPERTY, PLANT AND EQUIPMENT

     Property,  plant, and equipment  consisted of the following at December 31,
     2002 and 2001:

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

     Land and buildings                            $ 1,825,356    $ 1,102,817
     Construction in progress                        1,135,721        351,277
     Machinery and equipment                         1,542,227      1,296,798
     Vehicles and other                                173,197         72,335
                                                   -----------    -----------
                                                     4,676,501      2,823,227

     Less accumulated depreciation                  (1,219,474)      (976,428)
                                                   -----------    -----------
                                                   $ 3,457,027    $ 1,846,799
                                                   ===========    ===========

     Depreciation  expense  for 2002 and 2001  totaled  $354,188  and  $241,080,
     respectively

                                      F-13
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

8.   EQUITY INVESTMENTS

     Investments  in  companies  in which the Group has a 20%-50%  interest  are
     accounted  for on  the  equity  method.  Summarized  financial  information
     (unaudited)  for these equity  investments at December 31, 2002 and 2001 is
     summarized below.

                                                       2002           2001
                                                    (Unaudited)    (Unaudited)
                                                   ------------   ------------

     Revenues                                      $   260,856    $   368,990
     Costs and expenses                                461,262        368,990
                                                   -----------    -----------

     Net loss                                      $  (200,406)   $         -
                                                   ===========    ===========

     Current assets                                $   640,825    $   317,351
     Noncurrent assets                             $ 2,248,722    $ 2,219,069
     Current liabilities                           $   453,516    $ 2,408,294
     Noncurrent liabilities                        $   950,088    $         -
     Equity                                        $ 1,485,943    $   128,126

9.   INTANGIBLE ASSETS

     On January 3, 2001, the Company purchased  technology  process know-how for
     the development and improvement of quality of its natural dry white and red
     wines. The amount paid for the know-how was approximately  $400,000 and was
     amortized  over the term of the agreement of 1.2 years.  Intangible  assets
     are included in other assets and consisted of the following at December 31,
     2002 and 2001:

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

     Licenses and trademarks                       $     4,818    $     6,365
     Technology process know-how                        14,129        400,222
     Other intangibles                                   3,907          3,988
                                                   -----------    -----------
                                                        22,854        410,575
     Less accumulated amortization                     (11,864)      (342,308)
                                                   -----------    -----------

                                                   $    10,990    $    68,267
                                                   ===========    ===========

     Amortization  expense on intangible assets during 2002 and 2001 was $58,227
     and $345,219, respectively.

                                      F-14
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

10.  TRADE AND RELATED PARTY PAYABLES

     Trade and related party  payables are summarized as follows at December 31,
     2002 and 2001:

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

     Foreign                                       $ 2,065,359    $ 1,598,141
     Domestic                                        1,403,916        663,023
                                                   -----------    -----------
                                                   $ 3,469,275    $ 2,261,164
                                                   ===========    ===========

11.  SHORT-TERM BANK LOANS

     Short-term loans consisted of the following at December 31, 2002 and 2001:

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

     Note to Victoria Bank, Moldova
     dated December 26, 2002 due
     January, 2003.  Interest rate
     At 18%. Secured by revenues.                  $   151,932    $         -

     Note to Victoria Bank, Moldova
     Dated November 6, 2002 due
     November, 2003.  Interest rate
     At 11%.  Secured by equipment                     297,555              -
     and inventory.

     Note to Victoria Bank, Moldova
     dated February 23, 2001 due
     February, 2002.  Interest rate
     at 17%.  Secured by equipment
     and inventory.                                          -        100,000

     Note to Victoria Bank, Moldova
     dated December 13, 2001 due
     December, 2002. Interest rate 12%.
     Secured by equipment and inventory.                     -        164,926

     Note to Moldova Agroindbank
     dated September 3, 2001 due August,
     2002. Interest rate 34%. Secured
     by equipment and inventory.                             -         15,278

                                      F-15
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

11. SHORT-TERM BANK LOANS Continued

     Note to Moldova Agroindbank
     dated August 22, 2001 due August
     2002. Interest rate 28%. Secured by
     equipment and inventory                                 -         76,389
                                                   -----------    -----------

                                                   $   449,487    $   356,593
                                                   ===========    ===========

12.  RELATED PARTY LOANS

     During  August 2002,  the Company  entered  into an unsecured  non-interest
     bearing loan agreement of $1,087,795 with Rabel S.A.  (Rabel) The Company's
     President is an Executive  Director of Rabel.  According to the  agreement,
     the Company is  obligated to export wine on behalf of Rabel as repayment of
     the loan. The agreement calls for annual penalties of 22% for products that
     are not  delivered in  accordance  with the  agreement.  For the year ended
     December 31,  2002,  the Company  recorded  $81,043 in penalties as certain
     products were not delivered in accordance with the agreement.

     During March 1998,  the Company  entered  into an  agreement  with Argo LLC
     (Argo),  the 30%  owner of the  Company  and  controlled  by the  Company's
     President,  whereby Argo will provide financing for the Company in exchange
     for the Company's products.  At December 31, 2001, the Company's obligation
     to Argo  related to the  agreement  was  $237,822.  During  November  2002,
     various  customer  advances were settled by Argo and the  obligations  were
     assigned to Argo. On November 29, 2002,  Argo's receivable from the Company
     of $1,448,628 was assigned to NovoTech Holdings, Inc., (NovoTech) a British
     Virgin Islands corporation, which is controlled by the Company's President.
     According  to the  Assignment  Agreement,  NovoTech has the right to demand
     payment in the amount of $1,448,628 US dollars from the Company.

13.  LONG-TERM DEBT

     Long-term debt consisted of the following at December 31, 2002 and 2001:

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

     Note to Banc de Economii S.A., Moldova
     Dated December 20, 2002 due in monthly
     installments through June, 2004.  Interest
     Rate at 18%  Secured by raw wine inventory.   $   274,924    $         -

                                      F-16
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

13.  LONG TERM DEBT Continued

     Note to Moldova Agroindbank
     Dated July 31, 2002, due in monthly
     installments through June 2003.  Interest
     Rate at 12%.  Secured by equipment.                80,000              -

     Note to Victoria Bank, Moldova
     dated August 22, 2001, due in
     monthly installments through
     August 2003.  Interest rate at
     12%.  Secured by equipment
     and inventory.                                $   176,000    $   440,000

     Less current portion                             (391,293)      (264,000)
                                                   -----------    -----------

                                                   $   139,631    $   176,000
                                                   ===========    ===========

     The scheduled maturities of long-term debt are as follows:

     2003                                          $   391,293
     2004                                              123,631
     2005                                               16,000
                                                   -----------

                                                   $   530,924
                                                   ===========

14.  INCOME TAXES

     The nominal  statutory  tax rate in the  Republic of Moldova is 25% in 2002
     and  28%  in  2001.  Taxes  are  calculated  in  accordance  with  Moldovan
     regulations  and are paid on an annual  basis.  Taxes are  calculated  on a
     separate entity basis since consolidation is not allowed in Moldova.  Based
     on the  local  tax  rates,  Lion Gri  S.R.L.  has  qualified  for the "Free
     Enterprise  Zone"  for five  years  (years  2001  through  2005),  in which
     Lion-Gri  S.R.L.  is not required to pay income  taxes for these years.  No
     significant deferred tax assets or liabilities existed for Lion-Gri S.R.L.,
     at December 31, 2002 and 2001.  Botritis S.A. is subject to the  applicable
     statutory tax rates and the provision for taxes on earnings for Botritis S.
     A. was $4,730 and $6,737 for the years  ended  December  31,  2002 and 2001
     respectively.  No significant deferred tax assets or liabilities existed at
     December 31, 2002 and 2001.

     The income tax expense was  different  than the amount  computed  using the
     U.S. Federal Income tax rate of 35% as a result of the following:

                                      F-17
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

14.  INCOME TAXES Continued

                                                    Years Ended December 31,
                                                   ---------------------------

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

     Computed "expected" tax expense               $   315,787    $   353,652
     Difference in foreign subsidiary rates            (90,225)       (70,730)
     Income tax exemption                             (229,523)      (254,990)
     Other                                               8,691        (21,195)
                                                   -----------    -----------
                                                   $     4,730    $     6,737
                                                   ===========    ===========

     The  unaudited  proforma  effect  of the tax  holiday  on net  income is as
     follows:

                                                    Years Ended December 31,
                                                   ---------------------------

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

     Net income as reported                        $   897,518    $ 1,003,698
     Proforma net income                           $   667,995    $   748,708

15.  OTHER RELATED PARTY TRANSACTIONS

     The financial  statements  include balances and  transactions  with related
     parties.  For the years  ended  December  31,  2002 and 2001,  the  Company
     purchased   $136,539  and   $163,402,   respectively   of   equipment   and
     transportation  services from a Fabbri-Inox S.R.L,  (Fabbri-Inox)  which is
     controlled by the  President of the Company.  At December 31, 2002 and 2001
     the  Company  had  a  payable  to   Fabbri-Inox  of  $49,277  and  $52,286,
     respectively.  At December 31, 2002 and 2001 the Company had prepayments to
     Fabbri-Inox of $43,444 and $2,707 respectively.

     For the  years  ended  December  31,  2002 and 2001 the  Company  purchased
     $30,396 and $138,132 of  transportation  services and other  products  from
     Rabel, S.A.,  (Rabel).  The Company's President is an Executive Director of
     Rabel. At December 31, 2002 and 2001, the Company had a payable to Rabel of
     $1,588 and $158,839,  respectively.  At December 31, 2002 the Company had a
     prepayment to Rabel of $36,603.

     There  were  sales of  approximately  $625,000  to Argo for the year  ended
     December 31, 2001.

     The  Company  purchases  raw wine from  Ceteronis  S.R.L.  and Prut.  Total
     purchases  from  Ceteronis  S.R.L.  during  2002 and 2001 was  $81,001  and
     $21,450 respectively.  A payable to Prut of $19,097 existed at December 31,

                                      F-18
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

15.  OTHER RELATED PARTY TRANSACTIONS Continued

     2001 related to 2000  purchases.  There were no purchases  from Prut during
     2001. The Company has investments in Ceteronis S.R.L. and Prut.

     The Company purchased $30,794 and $26,325 of fixed assets and services from
     Agrotehnica-Invest S.A. during 2002 and 2001 respectively.  The Company has
     an  investment  in  Agrotechnica-Invest,  S.A. At December  31,  2002,  the
     Company had a prepayment to Agrotechnica-Invest S.A. of $88,600.

     The Company  supplies  fertilizers to Weis-MD Vine Co., S.R.L.  (Weis).  At
     December  31,  2002,  Weis  had  advanced  $143,430  to  the  Company  as a
     prepayment for fertilizers. The Company has an investment in Weis.

16.  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

     The  Group's   operations   are  conducted  in  the  Republic  of  Moldova.
     Accordingly,  the Group's  business,  financial  condition,  and results of
     operations  may  be  influenced  by  the  political,  economic,  and  legal
     environments  in the Republic of Moldova,  and by the general  state of the
     Moldovian economy.

     The  Group's   operations  in  the  Republic  of  Moldova  are  subject  to
     considerations   and  significant  risks  not  typically   associated  with
     companies  in  North  America  and  Western  Europe.  These  include  risks
     associated   with,   among  others  the   political,   economic  and  legal
     environments  and foreign  currency  exchange.  The Group's  results may be
     adversely affected by changes in the political and social conditions in the
     Republic of Moldova,  and by changes in governmental  policies with respect
     to laws and regulations,  anti-inflationary  measures,  currency conversion
     and  remittance  abroad,  and rates and  methods of  taxation  among  other
     things.

17.  COMMITMENTS AND CONTINGENCIES

     Arranger Services Agreement
     ---------------------------

     During July 2002, the Company entered into an Arranger  Services  Agreement
     (the  "Agreement")  with  Market   Management   International,   Inc.  (the
     "Arranger"),  a Florida, U.S. Corporation,  and Intreprinderea Mixta Market
     Management  International S.R.L. (the "Agent"), a limited liability company
     in the Republic of Moldova. The services to be rendered by the Arranger are
     arranging  for  securities  offerings and of marketing of securities in the
     United  States of  America.  This  includes  arranging  for an SB-1 for the
     Company,  introducing investors and potential partners for fund raising and
     arranging  for  various  other  investor  services  during  and  after  the
     effective  date  of the  SB-1.  As  consideration  for the  services  to be
     rendered,  the Company shall pay the Arranger a fee of $15,000 upon signing
     the Agreement.  In addition,  the Agreement calls for significant  payments
     including cash,  issuances of stock, and option contracts to be paid to the

                                      F-19
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

17.  COMMITMENTS AND CONTINGENCIES Continued

     Arranger for services  related to an SB-1  registration and certain periods
     thereafter.   The  total  value  of  these   payments,   if  any,  are  not
     determinable.  The period of performance  under the Agreement  shall be two
     years from the date of the Agreement.

     On June 5, 2003, the Company  terminated the Agreement and had not filed an
     SB-1 with the  Securities  and Exchange  Commission in the United States of
     America.  There have been no claims or lawsuits against the Company related
     to the  Agreement  and  management  represents  certain  provisions  of the
     Agreement have been breached. The ultimate outcome of this matter cannot be
     predicted with  certainty,  however the Company  believes,  based on advice
     from legal counsel,  this matter will not have a material adverse effect on
     the Company's financial statements.

     Guarantee of Credit
     -------------------

     The Company  guarantees  credit of  approximately  $495,000  plus  interest
     granted to Weis-MD Vine Co., S.R.L.  (Weis). The Company has a 40.4% equity
     investment in Weis. The  obligation is due on March 18, 2007,  with a daily
     penalty rate of 0.15% for non-payment.

18.  NON-CASH DISCLOSURES OF CASH FLOW INFORMATION

     For the year ended  December 31, 2002,  the following  represents  non-cash
     disclosures of cash flow information:

     Conversion of liabilities to contributed capital                 $   85,995
     Transfer of advances from customers to related party loans       $1,245,828

19.  SUBSEQUENT EVENTS

     Transfer of Related Party Loan and Change In Ownership
     ------------------------------------------------------

     On May 6, 2003,  the Company's  related  party loan of $1,448,628  that was
     assigned to NovoTech on November 29, 2002 was  transferred  and re-assigned
     to Argo.  (See  Note  12.).  On May 12,  2003 Argo  converted  this loan to
     capital of the Company and obtained  99.97%  ownership  of the Company.  On
     July 10,  2003,  Argo  transferred  its 99.97%  ownership of the Company to
     NovoTech.

                                      F-20
LION-GRI S.R.L. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

19.  SUBSEQUENT EVENTS Continued

     Share Purchase Agreement
     ------------------------

     During  July 2003,  as  disclosed  in a Form 8-K  Securities  and  Exchange
     Commission Filing, Napoli Enterprises,  Inc. (Napoli) will issue 34,474,451
     of its common  stock to acquire 90% of the issued and  outstanding  capital
     stock of NovaTech. In doing so, Napoli will acquire an indirect controlling
     interest in the Company.

     Consulting Agreement/Legal Services Memorandum and General Releases
     -------------------------------------------------------------------

     During  February  2003,  the  Company  entered  into a one-year  consulting
     agreement with Marx One, Inc. (Marx) related to  consultation  and advisory
     services  for the equity  and/or debt raising  process and other  services.
     During March 2003,  the Company  entered into a legal  services  memorandum
     with Feingold & Kam L.L.C.  (Feingold)  which sets forth various  corporate
     legal services  including U.S.  Securities and Exchange  Commission filings
     and other  requested  legal services  after the Company  becomes a publicly
     traded  corporation.  During October 2003,  Marx and Feingold each signed a
     General  Release  which  releases  and  discharges  the Company  from these
     agreements.  In consideration for the General  Releases,  Napoli must issue
     1,000,000  restricted  shares to Marx and  1,000,000  restricted  shares to
     Feingold,  and the General Releases shall only be binding in the event that
     these shares  become  registered  as free  trading/unrestricted  securities
     within ninety days of the date of the General Releases.

                                      F-21