SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003, or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
act of 1934 for the transition period from to

                        Commission File Number: 000-32921

                              VENTURES-UNITED, INC.
             (Exact name of Registrant as specified in its Charter)

                  Utah                                 87-0365131
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

                  620 East 3945 South, Salt Lake City, UT 84107
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number including Area Code: (801) 268-9237

Former  name,  former  address and former  fiscal  year,  if changed  since last
report: Not Applicable

Securities registered under Section 12(b) of the Act:  None

Securities  registered  under Section 12(g) of the Act: Common Stock,  par Value
$0.001

Check whether the issuer (1) filed all reports  required to be filed by sections
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The Registrant's revenues for its most recent fiscal year:  $0.

The  aggregate  market value of voting stock held by  non-affiliates:  As of the
date this report is filed there is no public  market for the common stock of the
issuer, so the aggregate market value of such stock is $0.

As of December 31, 2003,  the Registrant had  outstanding  32,447,000  shares of
Common Stock, par value $0.001.

Documents incorporated by reference:  None.


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TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                     Page

Part I

1.    Description of Business                                                 3

2.    Description of Property                                                 7

3.    Legal Proceedings 7

4.    Submission of Matters to a Vote of Security Holders                     7

Part II

5.    Market for Common Equity and Related Stockholder Matters                8

6.    Management's Discussion and Analysis and Plan of Operation              8

7.    Financial Statements                                                   10

8.    Changes in and Disagreements with Accountants on Accounting and        10
      Financial Disclosure

8.A   Controls and Procedures                                                10

Part III

9.    Directors, Executive Officers, Promoters and Control Persons;          10
      Compliance with Section 16(a) of the Exchange Act

10.   Executive Compensation                                                 12

11.   Security Ownership of Certain Beneficial Owners and Management         12

12.   Certain Relationships and Related Transactions                         13

13.   Exhibits and Reports on Form 8-K                                       14

14.   Principal Accountant Fees and Expenses 15

Signatures                                                                   16


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                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

History

     Ventures-United,  Inc. (the "Company") was organized as a Utah  corporation
on  February  13,  1986,  for  the  purpose  of  seeking  a  favorable  business
opportunity.  Immediately following organization of the Company, it sold a total
of 5,000,000  shares of its common  stock,  for an aggregate of $5,000 or $0.001
per share.  In order to provide the Company with  additional  capital to seek to
acquire or enter into a  favorable  business  opportunity,  in 1986 the  Company
completed a "blind pool" public offering pursuant to a registration statement on
Form S-18,  which resulted in the sale of 2,000,000 shares of common stock at an
offering price of $0.05 per share, or a total gross offering of $100,000.

     In 1987, the Company  completed a number of transactions for the purpose of
being  actively  engaged in business  operations,  which were not successful and
ultimately  resulted  in  accumulated  losses of  approximately  $1,200,000  and
discontinued   operations.   In  April  1987,  the  Company   acquired   certain
manufacturing  and marketing  rights from Universal  Sales  Enterprises  for the
purpose of becoming engaged in the production of hearing products.  On that same
date the Company acquired certain manufacturing  equipment from Hi-Tech Systems,
Inc.  for the sum of  $98,841.  These  assets,  tangible  and  intangible,  were
acquired for the total sum of  $548,841,  which was paid through the issuance of
restricted  stock at $0.75 per share, or a total of 731,788 shares of restricted
common stock. In a separate transaction in April 1987, the Company acquired from
an officer,  Richard  Olson, a 50% interest in the  manufacturing  and marketing
rights to an invention of David A. Graen, who held the remaining 50% interest in
such rights, for the sum of $500,250, payable through the issuance of a total of
667,000  shares of  restricted  common  stock of the Company.  In May 1987,  the
Company issued a total of 200,000  shares of restricted  common stock to acquire
American  Financial Systems, a financial services firm. The Company attempted to
operate these businesses for a short time, but was unsuccessful,  and by the end
of 1988, operations were substantially  curtailed. The Company has been inactive
for over  ten  years.  As a  result  of the  discontinuation  of the  businesses
described  above,  in September  2000,  the shares  received by Richard R. Olson
(667,000),  Universal Sales  Enterprises  (600,000  shares) and Hi-Tech Systems,
Inc. (131,788),  were delivered back to the Company for cancellation,  and Sonos
Corporation  received  a  total  of  127,000  shares  of  restricted  stock  for
negotiating and closing the return of such shares.

     The selection of a business  opportunity in which to participate is complex
and  extremely  risky  and will be made by  management  in the  exercise  of its
business  judgment.  There  is no  assurance  that the  Company  will be able to
identify and acquire any business  opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

     The  activities  of the Company are  subject to several  significant  risks
which arise  primarily  as a result of the fact that the Company has no specific
business and may acquire or participate in a business  opportunity  based on the
decision of management which will, in all probability,  act without the consent,
vote, or approval of the Company's shareholders.

     In November 2003 the Company  entered into a  non-binding  letter of intent
with  Impact  Diagnostics,  Inc.,  a Utah  company  that is  developing  a viral
diagnostic test strip. As proposed, the Company would acquire Impact diagnostics
as a  subsidiary  in  exchange  for  approximately  240,000,000  shares  of  the
Company's  common  stock.  The  acquisition  is subject to the  negotiation  and
execution of a definitive  agreement,  our review of Impact  Diagnostics and its
business and financial condition,  and the satisfaction of other conditions.  At

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present,  the Company is unable to predict whether any agreement will ultimately
be reached with Impact Diagnostics or whether the acquisition will occur. Should
negotiations  breakdown,  the Company  will  continue  its search for a suitable
business venture in which to participate.

Selection of a Business

     The Company  anticipates  that businesses for possible  acquisition will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company  will not  engage  in any  general  solicitation  or  advertising  for a
business  opportunity,  and will rely on personal  contacts of its  officers and
directors and their affiliates,  as well as indirect  associations  between them
and other business and professional  people. By relying on "word of mouth",  the
Company may be limited in the number of potential  acquisitions it can identify.
While it is not presently  anticipated that the Company will engage unaffiliated
professional  firms  specializing in business  acquisitions or  reorganizations,
such firms may be retained if  management  deems it in the best  interest of the
Company.

     Compensation  to a finder or  business  acquisition  firm may take  various
forms,  including  one-time  cash  payments,  payments  based on a percentage of
revenues or product  sales  volume,  payments  involving  issuance of securities
(including  those  of the  Company),  or  any  combination  of  these  or  other
compensation  arrangements.  Consequently,  the Company is  currently  unable to
predict the cost of utilizing such services.

     The  Company  will not  restrict  its  search to any  particular  business,
industry,  or  geographical  location,  and  management  reserves  the  right to
evaluate  and enter into any type of business in any  location.  The Company may
participate in a newly organized business venture or a more established  company
entering  a new phase of growth or in need of  additional  capital  to  overcome
existing  financial  problems.  Participation  in a new business venture entails
greater risks since in many instances management of such a venture will not have
proved its ability,  the eventual  market of such venture's  product or services
will likely not be  established,  and the  profitability  of the venture will be
unproved and cannot be predicted  accurately.  If the Company  participates in a
more established firm with existing financial  problems,  it may be subjected to
risk  because  the  financial  resources  of the  Company may not be adequate to
eliminate or reverse the circumstances leading to such financial problems.

     In seeking a business  venture,  the  decision  of  management  will not be
controlled by an attempt to capitalize on any anticipated or perceived appeal of
a specific industry,  management group, product, or industry,  but will be based
on the business objective of seeking long-term capital  appreciation in the real
value of the Company.

     The  analysis  of  new  businesses  will  be  undertaken  by or  under  the
supervision of the officers and directors.  In analyzing prospective businesses,
management will consider,  to the extent  applicable,  the available  technical,
financial, and managerial resources; working capital and other prospects for the
future;  the  nature of  present  and  expected  competition;  the  quality  and
experience of management  services  which may be available and the depth of that
management; the potential for further research, development, or exploration; the
potential for growth and  expansion;  the  potential  for profit;  the perceived
public  recognition  or  acceptance of products,  services,  or trade or service
marks; name identification; and other relevant factors.

     The  decision  to  participate  in a  specific  business  may be  based  on
management's  analysis  of  the  quality  of the  other  firm's  management  and
personnel, the anticipated  acceptability of new products or marketing concepts,
the merit of technological  changes,  and other factors which are difficult,  if
not  impossible,  to analyze through any objective  criteria.  It is anticipated
that the  results  of  operations  of a  specific  firm may not  necessarily  be

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indicative  of the  potential  for the  future  because  of the  requirement  to
substantially shift marketing approaches,  expand significantly,  change product
emphasis, change or substantially augment management, and other factors.

     The Company will  analyze all  available  factors and make a  determination
based on a composite of available facts,  without reliance on any single factor.
The period  within  which the Company may  participate  in a business  cannot be
predicted  and will  depend  on  circumstances  beyond  the  Company's  control,
including the  availability of businesses,  the time required for the Company to
complete its  investigation  and analysis of  prospective  businesses,  the time
required to prepare  appropriate  documents  and  agreements  providing  for the
Company's participation, and other circumstances.

Acquisition of a Business

     In  implementing  a structure for a particular  business  acquisition,  the
Company may become a party to a merger,  consolidation,  or other reorganization
with another corporation or entity; joint venture; license; purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
a majority or all of the  Company's  directors  may, as part of the terms of the
acquisition transaction,  resign and be replaced by new directors without a vote
of the Company's shareholders.

     In connection  with the Company's  acquisition  of a business,  the present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
common  stock  held  by  them  at a  significant  premium  over  their  original
investment  in the  Company.  It is not  unusual  for  affiliates  of the entity
participating in the  reorganization to negotiate to purchase shares held by the
present  shareholders  in order to reduce the number of "restricted  securities"
held by persons no longer  affiliated  with the Company  and thereby  reduce the
potential adverse impact on the public market in the Company's common stock that
could result from  substantial  sales of such shares after the  restrictions  no
longer apply. As a result of such sales,  affiliates of the entity participating
in  the  business  reorganization  with  the  Company  would  acquire  a  higher
percentage of equity ownership in the Company. Public investors will not receive
any  portion of the  premium  that may be paid in the  foregoing  circumstances.
Furthermore,  the Company's  shareholders  may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

     In the event  sales of  shares  by  present  shareholders  of the  Company,
including  officers  and  directors,   is  a  negotiated  element  of  a  future
acquisition,  a  conflict  of  interest  may  arise  because  directors  will be
negotiating  for the  acquisition on behalf of the Company and for sale of their
shares for their own respective  accounts.  Where a business opportunity is well
suited  for  acquisition  by  the  Company,   but  affiliates  of  the  business
opportunity  impose a condition  that  management  sell their shares at a price,
which is  unacceptable  to them,  management may not sacrifice  their  financial
interest  for the  Company  to  complete  the  transaction.  Where the  business
opportunity  is not well  suited,  but the price  offered  management  for their
shares is high,  management will be tempted to effect the acquisition to realize
a substantial  gain on their shares in the Company.  Management  has not adopted
any policy for resolving the foregoing potential  conflicts,  should they arise,
and does not intend to obtain an independent  appraisal to determine whether any
price  that may be offered  for their  shares is fair.  Stockholders  must rely,
instead,  on the  obligation of  management to fulfill its fiduciary  duty under
state law to act in the best interests of the Company and its stockholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of the  transaction,  the Company may agree to register such

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securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  times  thereafter.  Although  the  terms  of such
registration  rights  and  the  number  of  securities,  if  any,  which  may be
registered  cannot  be  predicted,  it  may be  expected  that  registration  of
securities  by the  Company  in these  circumstances  would  entail  substantial
expense to the Company.  The issuance of substantial  additional  securities and
their  potential  sale into any trading market that may develop in the Company's
securities may have a depressive effect on such market.

     While the actual terms of a transaction to which the Company may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80% or more of the voting  stock of the  surviving  entity.  In such event,  the
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides for  tax-free  treatment of certain  business  reorganizations  between
corporate  entities  where  one  corporation  is  merged  with or  acquires  the
securities or assets of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities.  It is not uncommon,  however, that as a negotiated
element of a  transaction  completed in reliance on section  368, the  acquiring
corporation  issue  securities  in such an amount that the  shareholders  of the
acquired  corporation  hold 50% or more of the  voting  stock  of the  surviving
entity.  Consequently,  there is a substantial possibility that the shareholders
of the Company  immediately  prior to the transaction would retain less than 50%
of the  issued  and  outstanding  shares  of the  surviving  entity.  Therefore,
regardless of the form of the business  acquisition,  it may be anticipated that
stockholders  immediately prior to the transaction will experience a significant
reduction in their percentage of ownership in the Company.

     Notwithstanding  the fact that the  Company is  technically  the  acquiring
entity in the foregoing circumstances,  generally accepted accounting principles
ordinarily  require that such a  transaction  be accounted for as if the Company
had been acquired by the other entity owning the business and,  therefore,  will
not permit a write-up in the carrying value of the assets of the other company.

     The manner in which the Company  participates  in a business will depend on
the nature of the business,  the respective needs and desires of the Company and
other  parties,  the  management of the business,  and the relative  negotiating
strength of the Company and such other management.

     The Company will  participate in a business only after the  negotiation and
execution  of  appropriate  written  agreements.  Although  the  terms  of  such
agreements cannot be predicted,  generally such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain  events of default,  will detail the terms of closing and the conditions
which must be  satisfied  by each of the  parties  prior to such  closing,  will
outline the manner of bearing costs if the  transaction is not closed,  will set
forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

     The  Company's  operation  following  its  acquisition  of  a  business  is
dependent on the nature of the business and the interest acquired. The Company's
present  management may or may not have experience in the nature of the acquired
business and is unable to predict  whether the Company will be in control of the
acquired  business or whether the  acquired  business  will be in control of the
Company. It may be additionally expected that the acquired business will present
and be subject to various risks like  governmental  regulation,  competition and
other risks that cannot be predicted at the present time.

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Governmental Regulation

     It is impossible to predict the government regulation, if any, to which the
Company may be subject until it has acquired an interest in a business.  The use
of assets  and/or  conduct of  businesses  that the Company  may  acquire  could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the
impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

     The Company  will be involved in intense  competition  with other  business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no  assurance  that  the  Company  will  be  successful  in  obtaining  suitable
investments.

Employees

     The Company is a development  stage company and currently has no employees.
Executive  officers  will devote only such time to the affairs of the Company as
they deem  appropriate.  Management of the Company  expects to use  consultants,
attorneys,  and  accountants  as  necessary,  and does not  anticipate a need to
engage  any  full-time  employees  so  long  as it  is  seeking  and  evaluating
businesses.  The need for employees and their  availability will be addressed in
connection  with a  decision  whether  or not to  acquire  or  participate  in a
specific business industry.

                         ITEM 2. DESCRIPTION OF PROPERTY

     The Company  utilizes office space at 620 East 3945 South,  Salt Lake City,
UT 84107,  provided by Robert C. Taylor, an officer and director of the Company.
The Company  does not pay rent for this  office  space.  The Company  intends to
reimburse  Mr.  Taylor for  clerical  and  office  expenses,  such as  telephone
charges, copy charges,  overnight courier service,  travel expenses, and similar
costs incurred on Company matters.

                            ITEM 3. LEGAL PROCEEDINGS

      The Company is not a party to any material pending legal proceedings, and
to the best of its knowledge, no such proceedings by or against the Company have
been threatened.

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

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or  otherwise,  during the fiscal year  covered by this
report.

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                                    PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established  trading market for the common stock, and there has
not been a trading market in the Company's common stock for several years.

     Since its inception,  no dividends  have been paid on the Company's  common
stock.  The  Company  intends to retain  any  earnings  for use in its  business
activities,  and does not expect to declare any dividends on the common stock in
the foreseeable future.

     As of December 31, 2003, there were  approximately 124 holders of record of
the Company's Common Stock.

        ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

     The Company had no operations  and generated no revenue for the years ended
December 31, 2003 and 2002.

     General and  administrative  expenses for the years ended December 31, 2003
and 2002 were $7,885 and  $8,776,  respectively.  These  expenses  consisted  of
professional  fees and expenses  incurred to prepare  financial  statements  and
comply with the periodic  report  filing  obligations  of the Company  under the
Securities Exchange Act of 1934. The Company had interest expense, related party
in 2003 of $1,138 and in 2002 of $382. The interest expense arose from:

     o    A  convertible  note in the  principal  amount  of  $10,000  issued in
          January 2002 payable to an entity  controlled by a shareholder  of the
          Company  that is due January  30, 2004 and accrues  interest at 6% per
          annum;

     o    A  convertible  note in the  principal  amount  of  $5,000  issued  in
          September  2002  payable to an entity  controlled  by a  director  and
          shareholder  of the Company that is due September 25, 2004 and accrues
          interest at 6% per annum;

     o    A convertible  note in the principal  amount of $2,500 issued in April
          2003 payable to an entity  controlled by a director and shareholder of
          the Company  that is due April 24,  2005,  accrues  interest at 6% per
          annum;

     o    A convertible  note in the principal amount of $2,500 issued in August
          2003 payable to an entity  controlled by a shareholder  of the Company
          that is due August 1, 2005 and accrues interest at 6% per annum; and

     o    A  convertible  note in the  principal  amount  of  $5,000  issued  in
          November 2003 that is due November 4, 2005 and accrues  interest at 6%
          per annum.

     Due to the foregoing,  the Company  realized a net loss of $(9,023) for the
year ended  December  31,  2003,  compared  to a net loss of $9,158 for the year
ended  December 31, 2002. The Company does not expect to generate any meaningful
revenue or incur operating  expenses unless and until it acquires an interest in
an operating company.

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Liquidity and Capital Resources

     At December  31,  2003,  the  Company  had $595 in cash,  $3,130 of prepaid
assets, and current liabilities of $17,020, giving the Company a working capital
deficit  of  $13,295.  In  2003  and  2002  the  Company  issued  the  following
convertible notes:

     o    In the  principal  amount  of  $10,000  in  January  2002  to  Seaport
          Management Group, a private company controlled by Dennis Copenbarger a
          shareholder of the Company, that was due January 18, 2004;

     o    In the  principal  amount of $5,000 in  September  2002 to HTS Leasing
          Company,  a company  controlled  by Robert C.  Taylor,  an officer and
          director of the Company that is due September 25, 2004;

     o    In the principal amount of $2,500 in April 2003 to HTS Leasing Company
          that is due April 24, 2005;

     o    In the principal amount of $2,500 in August 2003 to Seaport Management
          Group that is due August 1, 2005;

     o    In the principal  amount of $2,631 in October 2003 to Gary R. Littler,
          a  controlling  shareholder  of the  Company,  that is due October 29,
          2005; and

     o    In the principal amount of $5,000 in November 2003 to Sixway,  Inc., a
          private  company  controlled  by Blaine Taylor that is due November 4,
          2005.

     Each of the foregoing  convertible  notes accrues  interest at 6% per annum
and is  convertible  to common  stock at the rate of one share for each $.001 of
principal and accrued interest.  The notes were issued in exchange for cash used
to cover  general  and  administrative  expenses  of the  Company  or to  settle
advances  made on behalf of the Company.  Of these  notes,  $15,000 in principal
amount are  current  liabilities,  including a $10,000  note  payable to Seaport
Management Group that is now in default and a $5,000 note payable to HTS Leasing
Company that is due in September 2004.

     The Company does not have sufficient cash to pay its past due note and meet
operational  needs  for the  next  twelve  months.  Management  intends  to seek
extensions of its outstanding notes.  Further,  management will attempt to raise
capital for its current  operational  needs through loans from related  parties,
debt financing, equity financing or a combination of financing options. However,
there are no existing understandings, commitments or agreements for extension of
outstanding notes or an infusion of capital, and there are no assurances to that
effect.  Moreover, the Company's need for capital may change dramatically if and
during that period,  it acquires an interest in a business  opportunity.  Unless
the Company can obtain additional financing,  its ability to continue as a going
concern is doubtful.

     The Company's  current  operating plan is to (i) handle the  administrative
and reporting  requirements of a public  company,  and (ii) search for potential
businesses,  products,  technologies and companies for acquisition.  In November
2003 the  Company  entered  into a  non-binding  letter  of intent  with  Impact
Diagnostics,  Inc., a Utah company that is  developing a viral  diagnostic  test
strip. As proposed, the Company would acquire Impact diagnostics as a subsidiary
in exchange for approximately  240,000,000 shares of the Company's common stock.
The  acquisition  is subject to the  negotiation  and  execution of a definitive
agreement,  our review of Impact  Diagnostics  and its  business  and  financial
condition, and the satisfaction of other conditions.  At present, the Company is

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unable to predict  whether any agreement will  ultimately be reached with Impact
Diagnostics  or  whether  the  acquisition  will  occur.   Should   negotiations
breakdown,  the Company will continue its search for a suitable business venture
in which to participate.

Forward-Looking Statements

     When used in this report, the words "may," "will," "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Company's future plans of operations,  business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such factors are discussed under the headings "Item 1.  Description of
Business,"  and "Item 6.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,"  and also include general economic factors
and conditions  that may directly or indirectly  impact the Company's  financial
condition or results of operations.

                          ITEM 7. FINANCIAL STATEMENTS

     The following financial statements of the Company appear at the end of this
report beginning with the Index to Financial Statements on page 17.

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

     There are no reportable changes in or disagreements with accountants.

                        ITEM 8A. CONTROLS AND PROCEDURES

     With the participation of management, the Company's chief executive officer
and chief  financial  officer  evaluated the Company's  disclosure  controls and
procedures on December 31, 2003. Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and  procedures  are  effective in connection  with the Company's  filing of its
annual report on Form 10-KSB for the year ended December 31, 2003.

     Subsequent  to December 31,  2003,  through the date of this filing of Form
10-KSB for the year ended  December  31,  2003,  there have been no  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls,  including any significant  deficiencies or
material weaknesses of internal controls that would require corrective action.

                                    PART III

      ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Officers

     The following table gives sets forth the names, ages, and positions of each
officer and director of the Company.

                                       10

<PAGE>



Name                      Age   Positions                         Since

Robert C. Taylor          70    President and Director            January 2002

M. Gary Crandall          72    Vice President and Director       January 2002

     All Directors hold their  positions for one year or until their  successors
are duly elected and qualified.  Officers hold their positions at the discretion
of the Board of Directors.

     The following is information on the business experience of each officer and
director.

     Robert C.  Taylor has served for the past five years as the  President  and
Chief  Executive  Officer of HTS Leasing  Company,  a privately  held  equipment
leasing  company  based in Salt Lake  City,  Utah.  He served as  secretary  and
treasurer of the Company from January 2002 to May 2003, when he became president
of the Company.

     M. Gary Crandall has been semi-retired since 1996 and is employed part time
as a sales person with Diamond Auto, a car dealership in Salt Lake City, Utah.

Board and Committee Meetings

     In the fiscal year ended  December 31, 2003,  the board of directors of the
Company did not meet, but acted through written consents of the board. There are
no standing  committees of the board of  directors.  Due to the fact the Company
has no active  operations and its assets consist entirely of a nominal amount of
cash,  the board of directors  determined  that it is not necessary or practical
for the Company to establish an audit  committee,  recruit a financial expert to
serve on the board, or adopt a code of ethics  applicable to its chief executive
and financial officers.

Section 16(a) Filing Compliance

     Section 16(a) of the Securities  Exchange Act of 1934 requires officers and
directors  of the  Company  and  persons  who own  more  than ten  percent  of a
registered  class of its equity  securities  to file  reports of  ownership  and
changes in their ownership on Forms 3, 4, and 5 with the Securities and Exchange
Commission,  and forward  copies of such  filings to the  Company.  Based on the
copies of filings received by the Company during the most recent fiscal year the
directors,  officers,  and  beneficial  owners of more than ten  percent  of the
equity  securities  of the  Company  registered  pursuant  to  Section 12 of the
Exchange Act have filed on a timely basis all required Forms 3, 4, and 5 and any
amendments thereto, except for: Robert C. Taylor who has yet to file a Form 4 or
5 with respect to the  convertible  note issued to HTS Leasing in 2003;  Seaport
Management  Group  that  has  yet to  file a  Form  4 or 5 with  respect  to the
convertible note issued to it in 2003; Sixway,  Inc. that has yet to file a Form
3 with respect to the convertible note issued to it in 2003; and Gary R. Littler
who has yet to file a Form 4 or 5 with respect to the convertible note issued to
him in 2003.

Other Shell Company Activities

     The  possibility  exists that one or more of the officers and  directors of
the Company could become  officers  and/or  directors of other shell  companies,
although  they have no  intention  of doing so at the  present  time.  There are
certain   conflicts  of  interest  inherent  with  the  officers  and  directors
participating in other shell companies,  which may be difficult or impossible to

                                       11

<PAGE>

resolve in the best  interests of the Company.  Failure by management to conduct
the Company's  business in the best interest of the  shareholders  may result in
liability of management of the Company to its shareholders.

                         ITEM 10. EXECUTIVE COMPENSATION

     During the fiscal years ended December 31, 2003, 2002, and 2001, no officer
or director  received any direct or indirect  compensation for services rendered
on behalf of the Company. The Company has no agreement or understanding, express
or implied,  with any  officer,  director,  or principal  stockholder,  or their
affiliates or associates,  regarding employment with the Company or compensation
for services.

            ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

     The  following  table sets forth as of February  15,  2004,  the number and
percentage of the 32,447,000 shares of outstanding common stock which, according
to the information supplied to the Company,  were beneficially owned by (i) each
person who is  currently  an officer and  director  appointee,  (ii) all current
officers and director  appointees as a group,  and (iii) each person who, to the
knowledge  of the  Company,  is the  beneficial  owner  of  more  than 5% of the
outstanding common stock.  Except as otherwise  indicated,  the persons named in
the table have sole  voting  and  dispositive  power with  respect to all shares
beneficially owned, subject to community property laws where applicable.

                                             Common              Percent
Name and Address                             Shares              of Class

Seaport Management Group (1)               12,802,470             28.48
17927 Highway 30
Hagerman, ID 83332

Sixway, Inc.                                5,000,000             13.35
534 S. Hidden Circle
North Salt Lake, UT 84054

Gary R. Littler                            20,000,000             61.64
506 Santa Monica Blvd., Ste. 327
Santa Monica, CA 90401

Robert C. Taylor (1)(2)                     7,579,730             18.97
620 East 3945 South
Salt Lake City, UT 84107

M. Gary Crandall (2)                               -0-               -0-
5912 South 1490 East
Salt Lake City, UT 84121

All officers and directors                  7,579,730             18.97
  as a Group (2 persons)

(1)  Seaport   Management   Group,  a  private  company   controlled  by  Dennis
     Copenbarger,  holds  convertible  notes that are  convertible to a total of
     12,500,000  shares  of  common  stock.  Sixway,  Inc.,  a  private  company
     controlled by Blaine Taylor,  holds a convertible notes that is convertible

                                       12

<PAGE>

     to  5,000,000  shares of  common  stock.  HTS  Leasing  Company,  a company
     controlled by Robert C. Taylor, an officer and director,  holds convertible
     notes  convertible  to a total of  7,500,000  shares of common  stock.  The
     figure  for the  number of common  shares  represents  the total  number of
     shares  issuable on conversion of the notes,  and the figure for percent of
     class owned is determined assuming each note has been converted.

(2)  These persons are the officers or directors of the Company.

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2003 and 2002 the Company issued the following convertible notes:

     o    In the  principal  amount  of  $10,000  in  January  2002  to  Seaport
          Management Group, a private company controlled by Dennis Copenbarger a
          shareholder of the Company, that was due January 18, 2004;

     o    In the  principal  amount of $5,000 in  September  2002 to HTS Leasing
          Company,  a company  controlled  by Robert C.  Taylor,  an officer and
          director of the Company that is due September 25, 2004;

     o    In the principal amount of $2,500 in April 2003 to HTS Leasing Company
          that is due April 24, 2005;

     o    In the principal amount of $2,500 in August 2003 to Seaport Management
          Group that is due August 1, 2005;

     o    In the principal  amount of $2,631 in October 2003 to Gary R. Littler,
          a  controlling  shareholder  of the  Company,  that is due October 29,
          2005; and

     o    In the principal amount of $5,000 in November 2003 to Sixway,  Inc., a
          private  company  controlled  by Blaine Taylor that is due November 4,
          2005.

     Each of the foregoing  convertible  notes accrues  interest at 6% per annum
and is  convertible  to common  stock at the rate of one share for each $.001 of
principal and accrued interest.  The notes were issued in exchange for cash used
to cover  general  and  administrative  expenses  of the  Company  or to  settle
advances  made on behalf of the Company.  Of these  notes,  $15,000 in principal
amount are  current  liabilities,  including a $10,000  note  payable to Seaport
Management Group that is now in default and a $5,000 note payable to HTS Leasing
Company that is due in September 2004.

     The Company  utilizes office space at 620 East 3945 South,  Salt Lake City,
UT 84107,  provided by Robert C. Taylor, an officer and director of the Company.
The Company  does not pay rent for this  office  space.  The Company  intends to
reimburse  Mr.  Taylor for  clerical  and  office  expenses,  such as  telephone
charges, copy charges,  overnight courier service,  travel expenses, and similar
costs incurred on Company matters.

                                       13

<PAGE>


                  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K. No reports on Form 8-K were filed  during the last  quarter
of 2003.

Exhibits

  Exhibit No.                         Title of Document

      3.1        Articles of Incorporation (1)

      3.2        Bylaws (1)

      10.1       Convertible Promissory Note dated June 30, 2002 (2)

      10.2       Convertible Promissory Note dated September 25, 2002 (3)

      10.3       Form of Convertible Promissory Note issued in 2003 (4)

      31.1       Certification of the Chief Executive Officer and Chief
                 Financial Officer pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002

      32.1       Certifications of the Chief Executive Officer and Chief
                 Financial Officer pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002

(1)  Filed on February  23,  2001,  with the SEC as an exhibit to the  Company's
     annual  report on Form 10-KSB for the fiscal year ended  December 31, 1999,
     and incorporated herein by this reference.
(2)  Filed on August  14,  2002,  with the SEC as an  exhibit  to the  Company's
     quarterly report on Form 10QSB for the quarter year ended June 30, 2002 and
     incorporated herein by this reference.
(3)  Filed on November  14,  2002,  with the SEC as an exhibit to the  Company's
     quarterly  report on Form 10QSB for the quarter  year ended  September  30,
     2002, and incorporated herein by this reference.
(4)  In 2003 the Company  issued  convertible  promissory  notes for cash and to
     settle  advances  made  for  the  benefit  of  the  Company.  The  form  of
     convertible note used is identical for all of the notes issued,  except for
     the holder,  principal amount,  and maturity date. These terms of the notes
     issued are:

         Name                    Principal Amount        Maturity Date

         HTS Leasing Company     $2,500                  April 24, 2005

         Seaport Management      $2,500                  August 1, 2005
         Group

         Gary R. Littler         $2,631                  October 29, 2005

         Sixway, Inc.            $5,000                  November 4, 2005

                                       14

<PAGE>


                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The aggregate fees billed by our principal accounting firm, HJ Associates &
Consultants,  LLP for fees billed for fiscal  years ended  December 31, 2003 and
2002 are as follows:

                                         2003                    2002

Audit fees                              $2,730                  $2,885
Audit related fees                       $-0-                    $-0-
Tax fees                                 $250                    $286
All other fees                           $-0-                    $-0-

     The Company's board of directors  approved each of the permitted  non-audit
services.  Since the Company has no active  business  operations  and its assets
consist  entirely  of cash,  the board has  determined  it is not  necessary  or
practical  for the Company to  establish  an audit  committee  or adopt an audit
committee  charter,  so that  the  board  performs  the  functions  of an  audit
committee.

                                       15

<PAGE>


                                   SIGNATURES

      In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          VENTURES-UNITED, INC.


Dated:  March 22, 2004                    By: /s/ Robert C. Taylor, President
                                              Chief Executive Officer
                                              Chief Financial Officer

     In accordance  with the Exchange Act, the  registration  statement has been
signed  by  the  following  persons  on  behalf  of  the  registrant  and in the
capacities and on the dates indicated.


Dated:  March 22, 2004                   /s/ Robert C. Taylor, Director



Dated:  March 22, 2004                   /s/ M. Gary Crandall, Director


                                       16

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                              VENTURES-UNITED, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                      PAGE

          Independent Accountant's Report                               18

          Balance Sheet, December 31, 2003                              19

          Statements of Operations, for the years ended                 20
          December 31, 2003 and 2002 and from
          inception on February 10,1986 through
          December 31, 2003

          Statement of Stockholders' Equity, from                       21
          inception on February 10, 1986 through
          December 31, 2003

          Statements of Cash Flows, for the years ended                 23
          December 31, 2003 and 2002 and from inception
          on February 10, 1986 through December 31, 2003

          Notes to Financial Statements                                 24


                                       17

<PAGE>




                          INDEPENDENT AUDITORS' REPORT


Board of Directors
VENTURES-UNITED, INC.
Salt Lake City, Utah

We have  audited the  accompanying  balance  sheet of  Ventures-United,  Inc. [a
development  stage company] at December 31, 2003, and the related  statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December  31, 2003 and 2002 and for the period from  inception  on February  10,
1986  through   December  31,  2003.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements of  Ventures-United,  Inc. as of and for the year ended  December 31,
1999 were  audited by other  auditors  whose  report,  dated  October 19,  2000,
expressed an unqualified  opinion on these financial  statements and included an
explanatory paragraph expressing concern about the Company's ability to continue
as a going concern.  The financial statements as of December 31, 1999 reflect an
accumulated deficit of $1,398,397. The other auditors' report has been furnished
to us, and our opinion,  insofar as it relates to the amounts  included for such
prior periods, is based solely on the report of the other auditors.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the 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,  based on our audit and the report of the other  auditors,  the
financial statements audited by us present fairly, in all material respects, the
financial  position of  Ventures-United,  Inc. as of December 31, 2003,  and the
results of its  operations  and its cash flows for the years ended  December 31,
2003 and 2002 and for the period from  inception  on February  10, 1986  through
December 31, 2003, in conformity with generally accepted  accounting  principles
in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 6 to the  financial
statements,  the Company has  incurred  losses  since its  inception  and has no
on-going  operations.  Further, the Company has current liabilities in excess of
current assets.  These factors raise  substantial doubt about the ability of the
Company to continue as a going concern.  Management's  plans in regards to these
matters are also  described in Note 6. The  financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

January 23, 2004
Salt Lake City, UT

                                       18

<PAGE>


                             VENTURES - UNITED, INC.
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS

                                                                  December 31,
                                                                      2003
                                                                   -----------
CURRENT ASSETS:
   Cash                                                           $        595
   Prepaid assets                                                        3,130
                                                                   -----------
          Total Current Assets                                           3,725
                                                                   -----------
                                                                  $      3,725
                                                                   -----------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                               $        500
   Advances from a related party                                             -
   Accrued interest - related party                                      1,520
   Current portion of convertible
     notes payable - related party                                      15,000
                                                                   -----------
          Total Current Liabilities                                     17,020

CONVERTIBLE NOTES PAYABLE - RELATED PARTY                               12,631
                                                                   -----------
          Total Liabilities                                             29,651
                                                                   -----------

STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock, $.001 par value,
     500,000,000 shares authorized,
     32,447,000 shares issued and
     outstanding                                                        32,447
   Capital in excess of par value                                    1,375,474
   Deficit accumulated during the
     development stage                                              (1,433,847)
                                                                   -----------
          Total Stockholders' Equity (Deficit)                         (25,926)
                                                                   -----------
                                                                  $      3,725
                                                                   -----------




    The accompanying notes are an integral part of this financial statement.

                                       19

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS


                                                                       From
                                                    For the        Inception on
                                                  Year Ended       February 10,
                                                 December 31,      1986, Through
                                            ---------------------  December 31,
                                                2003      2002         2003
                                            ---------- ----------  -------------
REVENUE                                      $       -  $       -   $         -

COST OF SALES                                        -          -             -
                                            ---------- ----------  -------------
GROSS PROFIT                                         -          -             -

EXPENSES:
   General and administrative                    7,885      8,776     1,433,827
                                            ---------- ----------  -------------
LOSS BEFORE OTHER INCOME (EXPENSE)              (7,885)    (8,776)   (1,433,827)
                                            ---------- ----------  -------------
OTHER INCOME (EXPENSE)
   Interest expense - related party             (1,138)      (382)       (1,520)
   Other income                                      -          -         1,500
                                            ---------- ----------  -------------
          Total Other Income                    (1,138)      (382)          (20)
                                            ---------- ----------  -------------
LOSS FROM OPERATIONS
  BEFORE INCOME TAXES                           (9,023)    (9,158)   (1,433,847)

CURRENT TAX EXPENSE                                  -          -             -

DEFERRED TAX EXPENSE                                 -          -             -
                                            ---------- ----------  -------------

NET LOSS                                     $  (9,023) $  (9,158)  $(1,433,847)
                                            ---------- ----------  -------------

LOSS PER COMMON SHARE                        $    (.00) $    (.00)  $      (.10)
                                            ---------- ----------  -------------






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

                                       20

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                        STATEMENT OF STOCKHOLDERS' EQUITY

                 FROM THE DATE OF INCEPTION ON FEBRUARY 10, 1986

                            THROUGH DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                                   Deficit
                                                                                 Accumulated
                                                   Common Stock      Capital in  During the
                                                -------------------  Excess of   Development
                                                 Shares     Amount   Par Value      Stage
                                                ---------  --------  ----------  -----------
<S>                                            <C>         <C>       <C>         <C>
BALANCE, February 10, 1986                              -  $      -  $        -  $         -

Issuance of common stock for cash
  at $.015 per share                            7,000,000     7,000      98,000            -

Issuance of common stock for services
  rendered at $.10 per share                    1,000,000     1,000      99,000            -

Issuance of common stock from conversion
  of warrants at $.10 per share                   120,000       120      11,880            -

Issuance of common stock for marketing and
  manufacturing rights at $.75 per share        1,267,000     1,267     948,983            -

Issuance of common stock for equipment
  at $.75 per share                               131,788       132      98,709            -

Issuance of common stock to acquire American
  Financial Systems at $.75 per share             200,000       200     149,800            -

Stock offering costs                                    -         -     (31,065)           -

Net loss from inception on February 10, 1986
  through December 31, 1996                             -         -           -   (1,386,592)
                                                ---------  --------  ----------  -----------
BALANCE, December 31, 1996                      9,718,788     9,719   1,375,307   (1,386,592)

Contributed capital for expenses                        -         -       1,566            -

Net loss for the year ended December 31, 1997           -         -           -         (100)
                                                ---------  --------  ----------  -----------
BALANCE, December 31, 1997                      9,718,788     9,719   1,376,873   (1,386,692)

Net loss for the year ended December 31, 1998           -         -          -          (165)
                                                ---------  --------  ----------  -----------
BALANCE, December 31, 1998                      9,718,788     9,719   1,376,873   (1,386,857)

Issuance of common stock for cash at
  $.001 per share                              20,000,000    20,000           -            -

Canceled shares of common stock at
  $.001 per share                              (1,000,000)   (1,000)          -            -

Net loss for the year ended December 31, 1999           -         -           -      (11,540)
</TABLE>

                                   [Continued]

                                       21

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                        STATEMENT OF STOCKHOLDERS' EQUITY

                 FROM THE DATE OF INCEPTION ON FEBRUARY 10, 1986

                            THROUGH DECEMBER 31, 2003

                                   [Continued]
<TABLE>
<CAPTION>
                                                                                   Deficit
                                                                                 Accumulated
                                                   Common Stock      Capital in  During the
                                               --------------------  Excess of   Development
                                                 Shares     Amount   Par Value      Stage
                                               ----------  --------  ----------  -----------
<S>                                            <C>         <C>       <C>         <C>
BALANCE, December 31, 1999                     28,718,788    28,719   1,376,873   (1,398,397)

Canceled shares of common stock at
  $.002 per share on January 19, 2000          (1,398,788)   (1,399)     (1,399)           -

Issuance of common stock for services
  rendered at $.001 per share on September
  29, 2000                                        127,000       127           -            -

Issuance of common stock for cash at $.001
  per share on December 30, 2000                5,000,000     5,000           -            -

Net loss for the year ended December 31, 2000           -         -           -       (8,324)
                                               ----------  --------  ----------  -----------
BALANCE, December 31, 2000                     32,447,000    32,447   1,375,474   (1,406,721)

Net loss for the year ended December 31, 2001           -         -           -       (8,945)
                                               ----------  --------  ----------  -----------
BALANCE, December 31, 2001                     32,447,000    32,447   1,375,474   (1,415,666)

Net loss for the year ended December 31, 2002           -         -           -       (9,158)
                                               ----------  --------  ----------  -----------
BALANCE, December 31, 2002                     32,447,000    32,447   1,375,474   (1,424,824)

Net loss for the year ended December 31, 2003           -         -           -       (9,023)
                                               ----------  --------  ----------  -----------
BALANCE, December 31, 2003                     32,447,000  $ 32,447  $1,375,474  $(1,433,847)
                                               ----------  --------  ----------  -----------
</TABLE>







    The accompanying notes are an integral part of this financial statement.

                                       22

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                                    From
                                                                  For the       Inception on
                                                                Year Ended      February 10,
                                                               December 31,     1986, Through
                                                          --------------------- December 31,
                                                              2003      2002        2003
                                                          ---------- ---------- -------------
<S>                                                       <C>        <C>        <C>
Cash Flows From Operating Activities:
  Net loss                                                $  (9,023) $  (9,158) $ (1,433,847)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
   Non-cash expenses paid by stock issuance                       -          -     1,299,218
   Changes is assets and liabilities:
      (Increase) in prepaid assets                           (3,130)         -        (3,130)
      Increase (decrease) in accounts payable                   500     (1,998)          500
      Increase in accrued interest - related party            1,138        382         1,520
                                                          ---------- ---------- -------------
       Net Cash (Used) by Operating Activities              (10,515)   (10,774)     (135,739)
                                                          ---------- ---------- -------------
Cash Flows From Investing Activities                              -          -             -
                                                          ---------- ---------- -------------
       Net Cash Provided (Used) by Investing Activities           -          -             -
                                                          ---------- ---------- -------------
Cash Flows From Financing Activities:
  Advances from a related party                                                        2,631
  Contributed capital for expenses                                -          -         1,566
  Proceeds from convertible notes payable - related party    10,000     10,000        25,000
  Purchase and cancellation of shares                             -          -        (3,798)
  Proceeds from issuance of common stock                          -          -       142,000
  Stock offering costs                                            -          -       (31,065)
                                                          ---------- ---------- -------------
       Net Cash Provided by Financing Activities             10,000     10,000       136,334
                                                          ---------- ---------- -------------
Net Increase (Decrease) in Cash                                (515)      (774)          595

Cash at Beginning of Period                                   1,110      1,884             -
                                                          ---------- ---------- -------------
Cash at End of Period                                     $     595  $   1,110  $        595
                                                          ========== ========== =============

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                              $       -  $       -  $          -
    Income taxes                                          $       -  $       -  $          -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

   For the period from inception on February 10, 1986 through December 31, 2003:

      In September 2000, the Company issued 127,000 shares of common stock for
      services rendered at $.001 per share.



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

                                       23

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization -  Ventures-United,  Inc. ("the  Company") was organized under
     the laws of the  State of Utah on  February  10,  1986 for the  purpose  of
     seeking a favorable  business  opportunity.  The Company  currently  has no
     on-going  operations  and is  considered  a  development  stage  company as
     defined in Statement of Financial  Accounting  Standards No. 7. The company
     is  currently   seeking  business   opportunities  or  potential   business
     acquisitions.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Loss Per Share - The computation of loss per share of common stock is based
     on the weighted  average  number of shares  outstanding  during the periods
     presented,  in accordance with Statement of Financial  Accounting Standards
     No. 128, "Earnings Per Share" [See Note 8].

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles in the United
     States of America  requires  management to make  estimates and  assumptions
     that affect the reported amounts of assets and liabilities, the disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the reported  amount of revenues  and  expenses  during the
     reported period. Actual results could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS") No. 146,  "Accounting for Costs Associated with Exit or
     Disposal  Activities",  SFAS No. 147,  "Acquisitions  of Certain  Financial
     Institutions  - an  Amendment  of FASB  Statements  No. 72 and 144 and FASB
     Interpretation   No.  9",  SFAS  No.  148,   "Accounting   for  Stock-Based
     Compensation  - Transition  and Disclosure - an Amendment of FASB Statement
     No.  123",  SFAS  No.  149,  "Amendment  of  Statement  133  on  Derivative
     Instruments  and Hedging  Activities",  and SFAS No. 150,  "Accounting  for
     Certain Financial  Instruments with Characteristics of both Liabilities and
     Equity",  were recently issued. SFAS No. 146, 147, 148, 149 and 150 have no
     current  applicability  to the  Company  or their  effect on the  financial
     statements would not have been significant.

     Reclassification  - The financial  statements for periods prior to December
     31,  2003  have  been   reclassified   to  conform  to  the   headings  and
     classifications used in the December 31, 2003 financial statements.

NOTE 2 - CONVERTIBLE NOTES PAYABLE - RELATED PARTY

     On June 30, 2002, the Company signed a $10,000  convertible note payable to
     an entity controlled by a shareholder of the Company.  The note is due June
     30, 2004,  accrues  interest at 6% per annum and is  convertible  to common
     stock at $.001 per share. At December 31, 2003,  accrued interest  amounted
     to $903.

     On September 25, 2002, the Company signed a $5,000 convertible note payable
     to an entity  controlled by a shareholder  of the Company.  The note is due
     September 24, 2004,  accrues interest at 6% per annum and is convertible to
     common stock at $.001 per share.  At December 31,  2003,  accrued  interest
     amounted to $380.

                                       24

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CONVERTIBLE NOTES PAYABLE - RELATED PARTY [Continued]

     On April 24, 2003, the Company signed a $2,500  convertible note payable to
     an entity controlled by a shareholder of the Company. The note is due April
     24, 2005,  accrues  interest at 6% per annum and is  convertible  to common
     stock at $.001 per share. At December 31, 2003,  accrued interest  amounted
     to $103.

     On August 1, 2003, the Company signed a $2,500  convertible note payable to
     an entity  controlled  by a  shareholder  of the  Company.  The note is due
     August 1, 2005,  accrues  interest  at 6% per annum and is  convertible  to
     common stock at $.001 per share.  At December 31,  2003,  accrued  interest
     amounted to $62.

     On October 29, 2003,  the Company  converted a $2,631 related party account
     payable into a $2,631 convertible note payable to the individual.  The note
     is  due  October  29,  2005,  accrues  interest  at 6%  per  annum  and  is
     convertible  to common  stock at $.001 per share.  At  December  31,  2003,
     accrued interest amounted to $27.

     On November 6, 2003, the Company signed a $5,000  convertible  note payable
     to an unrelated entity.  The note is due November 6, 2005, accrues interest
     at 6% per annum and is  convertible  to common stock at $.001 per shat.  At
     December 31, 2003, accrued interest amounted to $45.

NOTE 3 - COMMON STOCK

     Common  Stock - The Company  has  authorized  500,000,000  shares of common
     stock  with a par value of $.001 par  value.  At  December  31,  2003,  the
     Company had 32,447,000 shares of common stock issued and outstanding.

     Recent Stock Issuances - On December 20, 2000, the Company issued 5,000,000
     shares of  previously  authorized  but  unissued  common  stock for cash of
     $5,000 (or $.001 per share).

     On September  29, 2000,  the Company  issued  127,000  shares of previously
     authorized but unissued common stock for services rendered, valued at $127,
     (or $.001 per share).

     Stock  Cancellation - On January 19, 2000, the Company  canceled  1,398,788
     shares of common stock valued at $2,798 (or $.002 per share).

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management Compensation - During the years ended December 31, 2003 and 2002
     the Company did not pay any  compensation to any  officer/directors  of the
     Company.

     Advances - A  shareholder  had advanced  cash to the company to pay certain
     expenses. The amount of these advances was shown as advances from a related
     party. At October 29, 2003, the Company  converted the $2,631 related party
     account payable into a $2,631 convertible note payable to the individual.

     Convertible   Notes   Payable  -  The  Company  has  entered  into  various
     convertible notes payable with related parties [See Note 2].

                                       25

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax credit  carryforwards.  At December  31,  2003,  the
     Company has available unused operating loss  carryforwards of approximately
     $45,500,  which may be  applied  against  future  taxable  income and which
     expire in various years through 2023.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $15,500  and  $12,900  as of  December  31,  2003 and  2002,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting in a change in the valuation  allowance of  approximately  $2,600
     during the year ended December 31, 2003.


NOTE 6 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted  accounting  principles in the United States of America,
     which contemplate continuation of the Company as a going concern.  However,
     the Company has  incurred  losses since its  inception  and has no on-going
     operations.  Further,  the  Company has  current  liabilities  in excess of
     current assets.  These factors raise substantial doubt about the ability of
     the Company to continue as a going concern.  In this regard,  management is
     seeking  potential  business  opportunities  and is  proposing to raise any
     necessary  additional funds not provided by operations through loans and/or
     through  additional sales of its common stock or through the acquisition of
     another Company.  There is no assurance that the Company will be successful
     in raising  additional  capital or  achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.



                                       26

<PAGE>


                              VENTURES-UNITED, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share for
     the periods presented:

                                                                       From
                                                    For the        Inception on
                                                  Year Ended       February 10,
                                                 December 31,      1986, Through
                                          -----------------------  December 31,
                                              2003        2002         2003
                                          -----------  ----------  -------------

     Loss from continuing operations
       available to common stockholders
       (numerator)                        $    (9,023) $   (9,158) $ (1,433,847)
                                          -----------  ----------  -------------
     Weighted average number of common
       shares outstanding used in loss
       per share during the period
       (denominator)                       32,447,000  32,447,000    13,683,941
                                          -----------  ----------  -------------

     At  December  31,  2003,  the  Company  had notes  payable  convertible  to
     29,151,270 shares of common stock which were not used in the computation of
     loss per share because their effect would be  anti-dilutive.  Dilutive loss
     per share was not presented, as the Company had no common equivalent shares
     for all periods presented that would effect the computation of diluted loss
     per share.

NOTE 8 - SUBSEQUENT EVENT

     In November 2003. the Company  entered into a non-binding  letter of intent
     with Impact Diagnostics, Inc. wherein the Company would issue approximately
     240,000,000 shares of common stock to acquire all of the outstanding common
     stock of Impact  Diagnostics.  The final consummation of the acquisition is
     not guaranteed and is subject to various  conditions which still need to be
     met including  the  negotiation  and execution of a definitive  acquisition
     agreement.  At  present  the  Company  is unable  to  predict  whether  any
     agreement will ultimately be reached.



                                       27