UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

        [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004


        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

         For the transition period from ______________ to ______________

                         Commission File No.: 000-32757

                           Foresight Specialists, Inc.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

            Nevada                                             86-1024853
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


          10135 E. Via Linda Road, Suite D-224A, Scottsdale, AZ, 85260
          -----------------------------------------------------------
          (Address, including zip code, of principal executive offices)


               8776 East Shea, Suite B3A323, Scottsdale, AZ 85260
       ------------------------------------------------------------------
      (Former Address, including zip code, of principal executive offices)

Issuer's telephone number: 602-821-6492

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

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


                     Common Stock, Par Value $.001 Per Share
                    ----------------------------------------
                                (Title of class)

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

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

                                       1
<PAGE>

State issuer's revenues for its most recent fiscal year. $ 0

As of December 31, 2004, we had 1,000,000  shares of our $0.001 par value common
stock  issued  and  outstanding.  As there is no public  trading  market for our
securities,  we are unable to determine the aggregate market value of the common
stock, our only class of voting stock, held by nonaffiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Form (Check one): Yes [ ] No [X]

To simplify  the language in this Form 10-KSB,  Foresight  Specialists,  Inc. is
referred to herein as the "Company" or "We."

                                       2
<PAGE>


                               TABLE OF CONTENTS
                                                                            Page
Part I

ITEM 1.  DESCRIPTION OF BUSINESS ............................................  4
                The Company .................................................  4
                Business of the Company .....................................  4
                Employees ...................................................  4
ITEM 2  DESCRIPTION OF PROPERTIES ...........................................  4
ITEM 3  LEGAL PROCEEDINGS ...................................................  4
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS .............  4
ITEM 5  MARKET FOR  REGISTRANT'S  COMMON EQUITY & RELATED  STOCKHOLDER
        MATTERS .............................................................  4
                Market ......................................................  4
                Holders .....................................................  4
                Dividends ...................................................  5
ITEM 6  MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION &
        RESULTS OF OPERATION ................................................  5
                Plan of Operation ...........................................  5
                Forward-Looking Statements ..................................  5
ITEM 7  FINANCIAL STATEMENTS ................................................  6
ITEM 8  CHANGES IN &  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING &
        FINANCIAL DISCLOSURE ................................................ 15

Part II

ITEM 9  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS & CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ................... 16
                The Directors and Officers of the Company ................... 16
                Compliance with Section 16(a) of the Exchange Act ........... 16
ITEM 10 EXECUTIVE COMPENSATION .............................................. 16
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT ........ 16
                Security Ownership of Beneficial Owners ..................... 17
                Security Ownership of Management ............................ 17
ITEM 12 CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS ........................ 17
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K .................................... 17
                Exhibits .................................................... 17
                Reports on Form 8-K ......................................... 17
SIGNATURES .................................................................. 18

                                       3
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                                   The Company

Foresight  Specialists,  Inc. (the "Company") is a Nevada  corporation formed on
July 16, 1998. Its principal  place of business is located at 10135 E. Via Linda
Road, Suite D-224A,  Scottsdale,  AZ, 85260. The Company was organized to engage
in any lawful corporate business, including but not limited to, participating in
mergers with, and the acquisitions of, other companies.  The Company has been in
the  developmental  stage since its inception and has no operating history other
than organizational matters.

                            Business of the Company

The  primary  activity of the Company  currently  involves  seeking a company or
companies  that it can  acquire or with whom it can merge.  The  Company has not
selected  any company as an  acquisition  target or merger  partner and does not
intend to limit potential  candidates to any particular  field or industry,  but
does retain the right to limit  candidates,  if it so chooses,  to a  particular
field or industry. The Company's plans are in the conceptual stage only.


                                    Employees

The Company's only employees at the present time are its officers and directors,
who will devote as much time as he determines necessary to carry out the affairs
of the Company.

ITEM 2. DESCRIPTION OF PROPERTIES

The Company has no significant assets, property, or operating capital.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to, nor are any of its properties the subject of, any
pending legal proceedings and no such proceedings are known to the Company to be
threatened or contemplated by or against it.

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

No matter was  submitted  to a vote of the  security  holders  during the fourth
quarter of the fiscal year covered by this report.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS

                                     Market

To the knowledge of current  management,  there is no public  trading market for
the Company's common stock

                                     Holders

At  December  31,  2004,  there were  approximately  37 holders of record of the
Company's common stock.

                                       4
<PAGE>

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY & RELATED  STOCKHOLDER  MATTERS -
continued

Dividends

The Company has not declared any cash dividends within the past two years of its
common stock, nor does the Company anticipate or contemplate paying dividends in
the foreseeable future.

ITEM 6. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
OPERATION

                                Plan of Operation

The Company's plan is to seek, investigate,  and if such investigation warrants,
acquire an interest in one or more  business  opportunities  presented  to it by
persons  or  firms  desiring  the  perceived   advantages  of  a  publicly  held
corporation.  At this  time,  the  Company  has no  plan,  proposal,  agreement,
understanding,  or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation  and  evaluation.  No member of  Management or any promoter of the
Company,  or an affiliate of either,  has had any material  discussions with any
other company with respect to any acquisition of that company.  The Company will
not restrict  its search to any specific  business,  industry,  or  geographical
location,  and may  participate  in business  ventures of virtually  any kind or
nature.  Discussion of the proposed  business  under this caption and throughout
this Financial  Statement is  purposefully  general and is not meant to restrict
the  Company's  virtually  unlimited  discretion  to search for and enter into a
business combination.

                           Forward-Looking Statements

This  statement  includes  projections  of future  results and  "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities  Act"),  and Section 21E of the Securities  Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this  Financial  Statement,  other  than  statements  of  historical  fact,  are
forward-looking  statements.  Although Management believes that the expectations
reflected in these  forward-looking  statements are  reasonable,  it can give no
assurance  that such  expectations  will prove to have been  correct.  Important
factors  that  could  cause  actual  results  to  differ   materially  from  the
expectations are disclosed in this Statement,  including, without limitation, in
conjunction with those forward-looking statements contained in this Statement.


                                       5
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                            PAGE

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM ........................... F-1

BALANCE SHEET .............................................................. F-2

STATEMENTS OF OPERATIONS ................................................... F-3

STATEMENTS OF STOCKHOLDERS' EQUITY ......................................... F-4

STATEMENTS OF CASH FLOWS ................................................... F-5

NOTES TO FINANCIAL STATEMENTS ........................................ F-6 - F-8


                                       6
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
FORESIGHT SPECIALISTS, INC.
Kamloops, B.C. Canada

We have audited the accompanying balance sheet of Foresight Specialists, Inc. (a
Nevada  development  stage  company) as of December  31,  2004,  and the related
statements of operations,  stockholders'  equity  (deficit),  and cash flows for
each of the years in the two year period ended  December  31, 2004,  and for the
period from July 16, 1998  (inception)  to December  31, 2004.  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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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 financial  statements  referred to above present fairly, in
all material respects, the financial position of Foresight Specialists, Inc., as
of December 31, 2004,  and the results of its  operations and its cash flows for
each of the years in the two year period ended  December  31, 2004,  and for the
period from July 16, 1998  (inception) to December 31, 2004, in conformity  with
accounting principles generally accepted 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 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  Its ability to continue as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital,  and/or  achieve  profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


Braverman International, P.C.
Prescott, Arizona
March 9, 2005

                                      F-1

                                       7
<PAGE>


                           FORESIGHT SPECIALISTS, INC.
                         ( a Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2004





                                     ASSETS
                                    ---------

 CURRENT ASSETS                                            $           -
                                                          --------------

                                                           $           -
                                                          ==============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ------------------------------------------------


 CURRENT LIABILITIES

     Accounts payable, officers/shareholders               $      26,538
                                                          --------------
     Total Current Liabilities                                    26,538
                                                          --------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

     Common stock, par value $.001, 25,000,000 shares
        authorized, 1,000,000 issued and outstanding               1,000
     Paid-in capital                                               1,800
     (Deficit) accumulated during the development stage          (29,338)
                                                          --------------

Total Stockholders' Equity (Deficit)                             (26,538)
                                                          --------------

                                                           $           -
                                                          ==============

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-2

                                       8
<PAGE>




                           FORESIGHT SPECIALISTS, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF OPERATIONS



                                                                   Cumulative
                                                                  from July 16
                                                                      1998
                                                                   (Inception)
                                                                        to
                                     Years Ended  December 31,     December 31,
                                   ----------------------------- --------------
                                          2004           2003          2004
                                   -------------- -------------- --------------
REVENUE                             $           -  $           -  $           -
                                   -------------- -------------- --------------

EXPENSES
  General and adminstrative                 6,605          4,358         29,338
                                   -------------- -------------- --------------

  TOTAL EXPENSES                            6,605          4,358         29,338
                                   -------------- -------------- --------------

NET (LOSS)                          $      (6,605) $      (4,358) $     (29,338)
                                   ============== ============== ==============

NET (LOSS) PER COMMON SHARE-BASIC   $        *     $        *
                                   ============== ==============

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING            1,000,000      1,000,000
                                   ============== ==============

* Less than $(.01) per share

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3

                                       9
<PAGE>


                           FORESIGHT SPECIALISTS, INC.
                         ( a Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                   (Deficit)
                                                                                  Accumulated
                                               Common Stock                        During the
                                    -----------------------------    Paid-in      Development
                                         Shares        Amount        Capital         Stage         Total
                                    -------------- -------------- -------------- -------------- --------------
<S>                                        <C>            <C>            <C>            <C>           <C>
Balances, at inception                           -  $           -  $           -  $           -  $           -
July 16, 1998:
Proceeds from sale of common
  stock at $.01 per share                  200,000            200          1,800                         2,000
Proceeds from sale of common
  stock at par value $.001                 800,000            800                                          800
  Net (loss) for the period                                                              (2,385)        (2,385)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 1998              1,000,000          1,000          1,800         (2,385)           415
  Net (loss) for the year                                                                (2,985)        (2,985)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 1999              1,000,000          1,000          1,800         (5,370)        (2,570)
  Net (loss) for the year                                                                (2,985)        (2,985)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 2000              1,000,000          1,000          1,800         (8,355)        (5,555)
  Net (loss) for the year                                                                (5,685)        (5,685)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 2001              1,000,000          1,000          1,800        (14,040)       (11,240)
  Net (loss) for the year                                                                (4,335)        (4,335)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 2002              1,000,000          1,000          1,800        (18,375)       (15,575)
  Net (loss) for the year                                                                (4,358)        (4,358)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 2003              1,000,000          1,000          1,800        (22,733)       (19,933)
  Net (loss) for the year                                                                (6,605)        (6,605)
                                    -------------- -------------- -------------- -------------- --------------

Balances, December 31, 2004              1,000,000  $       1,000  $       1,800  $     (29,338) $     (26,538)
                                    ============== ============== ============== ============== ==============
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-4

                                       10
<PAGE>



                           FORESIGHT SPECIALISTS, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               Cumulative
                                                                              from July 16,
                                                                                   1998
                                                                                Inception
                                                   Years Ended December 31,          to
                                                -----------------------------   December 31,
                                                       2004           2003           2004
                                                -------------- -------------- --------------
<S>                                                    <C>            <C>            <C>
OPERATING ACTIVITIES
    Net (loss) from operations                   $      (6,605) $      (4,358) $     (29,338)
                                                -------------- -------------- --------------

       NET CASH (USED BY) OPERATING ACTIVITIES          (6,605)        (4,358)       (29,338)
                                                -------------- -------------- --------------

FINANCING ACTIVITIES
    Shareholder advances                                 6,605          4,358         26,538
    Proceeds from sale of common stock                                      -          2,800
                                                -------------- -------------- --------------

       NET CASH PROVIDED BY FINANCING ACTIVITIES         6,605          4,358         29,338
                                                -------------- -------------- --------------

       NET INCREASE IN CASH                                  -              -              -
                                                -------------- -------------- --------------

       CASH, BEGINNING OF PERIOD                             -              -              -
                                                -------------- -------------- --------------

       CASH, END OF PERIOD                       $           -  $           -  $           -
                                                ============== ============== ==============
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-5

                                       11
<PAGE>


                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

Foresight  Specialists,  Inc.  (the  Company),  is in the  development  stage as
defined in Financial  Accounting Standards Board Statement No. 7. It is a Nevada
corporation,  formed July 16, 1998. Since inception it has had no operations and
is a reporting company. The Company's year-end is December 31.

Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal  course of  business.  The  Company's  ability to
continue in existence is dependent on its ability to develop  additional sources
of capital,  locate and merge with a  profitable  merger  candidate,  or achieve
profitable  operations.   Management's  plan  is  to  pursue  a  stock  exchange
transaction with a viable entity. The accompanying  financial  statements do not
include  any   adjustments   that  might   result  from  the  outcome  of  these
uncertainties.

Income Taxes

Income taxes in are provided for using the  liability  method of  accounting.  A
deferred  tax asset or  liability  is  recorded  for all  temporary  differences
between financial and tax reporting. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and liabilities. Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount  expected to more likely than not be realized in future tax returns.  Tax
law and rate  changes are  reflected  in income in the period  such  changes are
enacted.

Earnings (loss) Per Common Share

Loss per common share has been calculated based upon the weighted average number
of common shares  outstanding during the period in accordance with the Statement
of Financial  Accounting  Standards Statement No. 128, "Earnings per Share". For
loss per share and financial  presentation purposes, all shares outstanding were
considered issued at inception of the Company.

Use of Estimates in the Preparation of Financial Statements

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

                                       F-6

                                       12
<PAGE>

NOTE 2 - OPERATING EXPENSES

Operating  expenses since inception  include amounts incurred by the Company for
management  services,  incorporation  and annual charter fees,  office expenses,
filing fees,  resident  agent and  auditing and review  services at the lower of
cost or fair value.  Since the Company has never maintained a bank account,  all
such expenses incurred to date have been paid by the principal shareholder, less
the proceeds  received  from the sale of the  1,000,000  shares of the Company's
common stock of $2,800. As of December 31, 2004, the accumulated  amount of such
expenses owed to shareholder, net of the proceeds of common stock was $26,538.

NOTE 3 - INCOME TAXES

There was no current  federal  tax  provision  or benefit  for any period  since
inception,  nor were  there any  recorded  deferred  income  tax  assets as such
amounts were completely offset by valuation allowances. All expenses incurred to
date are  considered  start-up  costs for income tax  purposes,  and will become
deductible  once the  Company's  business  commences.  Such costs are subject to
amortization over a 5 year period,  unless permanently  capitalized.  Therefore,
the Company has no net operating loss carryovers for income tax purposes.

The  following is an analysis of deferred tax assets,  based on 20% of available
start-up costs since inception, as of December 31, 2003 and 2004.

                                             Deferred    Valuation
                                             Tax Assets  Allowance  Balance
                                             ---------- ---------- ----------
Deferred tax assets at December 31, 2003      $   4,547  $  (4,547) $    -0-
Additions for 2004                                1,321     (1,321)      -0-
                                             ---------- ---------- ----------

Deferred tax assets at December 31, 2004      $   5,868  $  (5,868) $   -0-
                                             ========== ========== ==========


The following is reconciliation from the expected statutory federal income tax
provision to the Company's actual income tax (benefit) for the years ended
December 31:

                                                               2004       2003
                                                            --------- ---------
Expected income tax (benefit) at federal statutory tax rate $ ( 1,321) $  ( 868)
Valuation allowance                                             1,321       868
                                                            --------- ---------
Actual income tax (benefit)                                 $     -0-  $    -0-
                                                            ========= =========


NOTE 4 -  COMMITMENTS AND CONTINGENCIES

No income tax returns have been filed since  inception,  nor is there any income
tax liability associated with such returns.

                                       F-7

                                       13
<PAGE>

NOTE  5 - RECENT PRONOUNCEMENTS

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation--Transition  and  Disclosure--an  amendment  of SFAS No. 123." This
Statement  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,  this statement 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.  The adoption of SFAS No. 148 is
not expected to have a material  impact on the company's  financial  position or
results of operations.

SFAS No.  123R was  recently  issued  which  replaces  SFAS No.  123. It becomes
effective  in the first  interim or annual  reporting  period that begins  after
December 15, 2005 for small business issuers.  This statement no longer allows a
fair value  based  method  which was  provided by APB 25. SFAS No. 123R covers a
wide range of share-based  compensation  arrangements,  including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans.  It establishes  standards for the accounting for
transactions  in which an entity  exchanges its equity  instruments for goods or
services. The revised statement doesn't prescribe a specific valuation technique
that is to be used.

NOTE  6 - FOREIGN CURRENCY

Amounts shown in the  accompanying  financial  statements and notes thereto have
been recorded in United States currency.

                                       F-8

                                       14
<PAGE>

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

The  Company is not aware,  and has not been  advised  by its  auditors,  of any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosures, or auditing scope or procedure.

                                       15
<PAGE>

                                     PART II

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS & CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The Directors and Officers of the Company are as follows:

Name                       Age                      Positions and Offices Held
----------------           ---                      --------------------------
Kevin Ericksteen           30                       Director/President

Deanna Olson               33                       Secretary, Treasurer and
                                                    Director


Kevin  Ericksteen  has been  President  and Director  since January 12, 1999. He
attended  University of San Diego Law School and holds a Bachelor of Arts degree
from Arizona  State  University  in Tempe,  Arizona.  As  Consultant at Palamesa
Investments in Kamloops,  British  Columbia,  Mr.  Ericksteen  analyzed business
opportunities,  focusing on real estate  feasibility  as well as various  chosen
projects. As President at Palamesa  Investments,  his work includes analysis and
evaluation  of  emerging  companies'  business  plans  and  models  as  well  as
determining  valuation of prospective  companies  wishing to obtain listing on a
public exchange.

Deanna Olson has been  Secretary and Director  since January 12, 1999. Ms. Olson
attended  University College of the Cariboo in Kamloops,  British Columbia.  For
the last five years she has worked as an  administrative  assistant  for various
publicly and privately held companies.

         Compliance with section 16(a) of the Exchange Act

The  company  does  have a class of equity  securities  registered  pursuant  to
Section 12 of the Exchange Act. The company is in compliant at this time.


ITEM 10. EXECUTIVE COMPENSATION

During the last fiscal  year,  the  Company's  officers  and  directors  did not
receive any salary, wage or other compensation.  During the current fiscal year,
the Company has no present  plans or means to pay  compensation  to its officers
and directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

As of December 31, 2004, there were 1,000,000 shares of our common stock,  $.001
par value  outstanding.  The following  tabulates holdings of our shares by each
person who,  subject to the above,  at the date of this  registration,  holds of
record or is known by our management to own  beneficially  more than 5.0% of the
common  shares  and,  in  addition,   by  all  of  our  directors  and  officers
individually and as a group. To the best of our knowledge, each named beneficial
owner has sole voting and investment  power with respect to the shares set forth
opposite his name.


                                       16
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS &  MANAGEMENT  -
continued

Security Ownership of Beneficial Owners:
----------------------------------------

Beneficial Owner    Class    Amount     Nature of Ownership   Percentage
----------------    -----    ------     -------------------   ------------
Kevin Ericksteen    Common   400,000    Direct                40 %

Deanna Olson        Common   400,000    Direct                40 %

--------------------------------------------------------------------------------
TOTAL
Common Shares:               800,000

Security Ownership of Management:
---------------------------------

Beneficial Owner    Class    Amount     Nature of Ownership   Percentage
----------------    -----    ------     -------------------   ------------
Kevin Ericksteen    Common   400,000    Direct                40 %
Director/President

Deanna Olson        Common   400,000    Direct                40 %
Secretary/Treasurer

--------------------------------------------------------------------------------
TOTAL
Common Shares:               800,000

ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


     (a) Exhibits

EXHIBIT
NUMBER   DESCRIPTION
-------  -----------
10.1     Articles of Incorporation*
10.2     Bylaws*

*    Incorporated  by Reference on Form 10SB12G filed May 15, 2001,  and amended
     on May 24, 2001.

31.1 Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.2 Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.1 Certificate of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR
     240.15d-14(b))  and  Section  1350 of  Chapter 63 of Title 18 of the United
     States Code
32.1 Certificate of CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR
     240.15d-14(b))  and  Section  1350 of  Chapter 63 of Title 18 of the United
     States Code

     (b) Reports on Form 8-K
         None

                                       17
<PAGE>

                                   SIGNATURES

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

Foresight Specialists, Inc.

Dated: March 15, 2005

By: /s/ Kevin Ericksteen
    ---------------------
        Kevin Ericksteen
        President

By: /s/ Dianna Olson
    ---------------------
        Dianna Olson
        Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following  persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Dated: March 15, 2005

By: /s/ Kevin Ericksteen
    ---------------------
        Kevin Ericksteen
        Director

By: /s/ Dianna Olson
    ---------------------
        Dianna Olson
        Director

                                       18
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