(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets
December 31, 2003 (unaudited) and March 31, 2003

Condensed Consolidated Statements of Operations
Three and Nine Months Ended December 31, 2003 and December 31, 2002 (unaudited)

Condensed Consolidated Statements of Cash Flows
Nine Months Ended December 31, 2003 and December 31, 2002 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition, Liquidity and Capital Resources

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

Item 6. Exhibits and Reports on Form 8-K

Signature Page

Exhibit 31.1 Certification of Principal Executive Officer Pursuant to Section 302

Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Section 302

Exhibit 32.1 Certification Pursuant to Section 906

Exhibit 32.2 Certification Pursuant to Section 906

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowance for doubtful accounts of $1,247,468 and $1,253,826

Inventory

Due from affiliates

Deferred income tax asset

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Goodwill

Patents and trademarks

Notes receivable

Stockholders notes receivable

Net deferred income tax asset - long-term

Deferred financing costs, net

Other assets

Deposits

Total assets

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Credit line payable

Current portion of long-term liabilities

Due to affiliates

Total current liabilities

Long-term debt and capital leases

Other long-term liabilities

Total liabilities

Stockholders’ equity:

Preferred stock, $.001 par value, 2,000,000 shares authorized; no preferred shares issued or outstanding

Common stock, $.001 par value; 24,000,000 shares authorized; 7,178,976 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Revenues

Cost of goods sold

Gross profit

Selling, general and administrative expenses

Amortization expense

Depreciation expense

Goodwill impairment loss

Total operating expenses

Operating income (loss)

Other income (expense)

Interest income

Other income

Interest expense

Total other income (expense)

Income (loss) before income tax provision and minority interest

Income tax provision

Minority interest

Net income (loss)

Net income (loss) per common share - basic

Net income (loss) per common share - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of financing costs charged to interest expense

Depreciation and amortization

Minority interest

Goodwill impairment loss and intangible assets charge

Bad debt expense

Forgiveness of liability

Loss on disposal of assets

Increase in net deferred income tax asset

Changes in operating assets and liabilities, net of acquisition:

Accounts receivable, net

Inventory

Due from affiliates

Prepaid expense and other current assets

Other assets

Patents and trademarks

Shareholder notes receivable

Notes receivable

Deposits

Accounts payable

Accrued expenses and other current liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchases of property and equipment

Proceeds from sale of property and equipment

Cash paid for acquisition of Avery

Net cash used in investing activities