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, 2001


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

         For the transition period from ______________ to ______________

                           Commission File No.:  000-32761

                            DAKOTA DISTRIBUTION, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

            Nevada                                               86-1024813
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

               8776 East Shea, Suite B3A323, Scottsdale, AZ 85260
           -----------------------------------------------------------
          (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 ]

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

As of December 31, 2001, 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,  Dakota  Distribution,  Inc. is
referred to herein as the "Company" or "We."


                                       1
<PAGE>


                               TABLE OF CONTENTS
                                                                            Page
Part I

ITEM 1.  DESCRIPTION OF BUSINESS ............................................  3
                The Company .................................................  3
                Business of the Company .....................................  3
                Employees ...................................................  3
ITEM 2  DESCRIPTION OF PROPERTIES ...........................................  3
ITEM 3  LEGAL PROCEEDINGS ...................................................  3
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS .............  3
ITEM 5  MARKET FOR  REGISTRANT'S  COMMON EQUITY & RELATED  STOCKHOLDER
        MATTERS .............................................................  3
                Market ......................................................  3
                Holders .....................................................  3
                Dividends ...................................................  3
ITEM 6  MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION &
        RESULTS OF OPERATION ................................................  4
                Plan of Operation ...........................................  4
                Forward-Looking Statements ..................................  4
ITEM 7  FINANCIAL STATEMENTS ................................................  5
ITEM 8  CHANGES IN &  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING &
        FINANCIAL DISCLOSURE ................................................ 12

Part II

ITEM 9  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS & CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ................... 13
                The Directors and Officers of the Company ................... 13
                Compliance with Section 16(a) of the Exchange Act ........... 13
ITEM 10 EXECUTIVE COMPENSATION .............................................. 13
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT ........ 13
                Security Ownership of Beneficial Owners ..................... 14
                Security Ownership of Management ............................ 14
ITEM 12 CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS ........................ 14
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K .................................... 14
                Exhibits .................................................... 14
                Reports on Form 8-K ......................................... 14
SIGNATURES .................................................................. 15

                                       2
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                                   The Company

Dakota Distribution, Inc. (the "Company") is a Nevada corporation formed on July
16, 1998.  Its principal  place of business is located at 8776 East Shea,  Suite
B3A323,  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,  2001,  there were  approximately  37 holders of record of the
Company's common stock.

                                    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.

                                       3
<PAGE>


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.

                                       4
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                            PAGE

INDEPENDENT AUDITOR'S REPORT ............................................... 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



                                       5
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Dakota Distribution, Inc.
Scottsdale, Arizona

We have audited the accompanying balance sheet of Dakota  Distribution,  Inc. (a
development  stage company) as of December 31, 2001, and the related  statements
of operations,  changes in stockholders'  equity  (deficit),  and cash flows for
each of the years in the two year period ended  December  31, 2001,  and for the
period from July 16, 1998  (inception)  to December  31, 2001.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the 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  audits  provide  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 Dakota Distribution,  Inc., as
of December 31, 2001,  and the results of its  operations and its cash flows for
each of each of the years in the two year period ended December 31, 2001 and for
the period from July 16, 1998  (inception)  to December 31, 2001,  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 these uncertainties.

Braverman & Company, P.C.
Prescott, Arizona
January 15, 2002
                                      F-1
                                       6
<PAGE>

                           DAKOTA DISTRIBUTION, INC.
                         ( a Development Stage Company)
                                 BALANCE SHEET
                               December 31, 2001

                                                            December 31,
                                                                 2001
                                                          --------------



                                     ASSETS
                                    --------



TOTAL ASSETS                                               $           -
                                                          --------------


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

Current liabilities-shareholder advances                   $      11,240
                                                          --------------



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            (14,040)
                                                          --------------

Total Stockholders' Equity (Deficit)                             (11,240)
                                                          --------------


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

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-2
                                       7
<PAGE>

                            DAKOTA DISTRIBUTION, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF OPERATIONS

                                                                   Cumulative
                                                                  from July 16
                                                                      1998
                                                                   (Inception)
                                            Years Ended                to
                                             December 31,          December 31,
                                   ----------------------------- --------------
                                          2001           2000           2001
                                   -------------- -------------- --------------
REVENUE                             $           -  $           -  $           -
                                   -------------- -------------- --------------

EXPENSES:
   General and administrative               5,685          2,985         14,040
                                   -------------- -------------- --------------

   Total Expenses                           5,685          2,985         14,040
                                   -------------- -------------- --------------

NET (LOSS)                          $      (5,685) $      (2,985) $     (14,040)
                                   ============== ============== ==============

NET (LOSS) PER COMMON SHARE-Basic   $       (0.01)          *
                                   ============== ==============

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
                                       8
<PAGE>


                            DAKOTA DISTRIBUTION, INC.
                         ( a Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


<table>
<caption>

                                                                                   (Deficit)
                                                                                  Accumulated
                                               Common Stock                        During the
                                    -----------------------------    Paid-in      Development
                                         Shares        Amount        Capital         Stage         Total
                                    -------------- -------------- -------------- -------------- --------------
<S>                                       <C>           <C>             <C>           <C>
Balances, at inception                           -  $           -  $           -  $           -  $           -
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)
                                    ============== ============== ============== ============== ==============
</table>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-4
                                       9
<PAGE>

                            DAKOTA DISTRIBUTION, INC.
                         ( a Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<table>
<caption>
                                                                                           Cumulative
                                                                                          from July 16,
                                                                                              1998
                                                                    Years Ended             Inception
                                                                    December 31,               to
                                                            ----------------------------   December 31,
                                                                 2001           2000           2001
                                                           -------------- -------------- --------------
<S>                                                               <C>           <C>             <C>
CASH FLOWS FROMOPERATING ACTIVITIES
   Net (loss) from operations                               $      (5,685) $      (2,985)  $    (14,040)

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

      Net Cash (Used) by Operating Activities                      (5,685)        (2,985)       (14,040)
                                                           -------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Shareholder advances                                             5,685          2,985         11,240
   Proceeds from sale of common stock                                                             2,800
                                                           -------------- -------------- --------------

       Net Cash From Financing Activities                           5,685          2,985         14,040
                                                           -------------- -------------- --------------

NET INCREASE IN CASH                                                    -              -              -

CASH, beginning of period                                               -              -              -
                                                           -------------- -------------- --------------

CASH, end of period                                         $          -   $           -  $           -
                                                           ============== ============== ==============
</table>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-5
                                       10
<PAGE>


                           DAKOTA DISTRIBUTION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History
-------

Dakota  Distribution 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 objective is to merge with a company whose
operations  will be  sufficient  to  sustain  positive  cash  flows and  achieve
profitable operations. Its 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.  It has  sustained  operating
losses  since  inception  and has a negative  working  capital  and a deficit in
stockholders equity. 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 the  acquisition of a viable  entity.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

Income Taxes
------------

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income taxes are recorded to reflect the tax  consequences  in future periods of
temporary  differences between the tax basis of assets and liabilities and their
financial amounts at year end.


For income tax purposes,  substantially all deductible expenses incurred to date
must be  deferred  until the  Company  commences  business  and then they may be
charged against  operations  over a 60-month period or permanently  capitalized.
Since the  Company is not in  business  as of  December  31,  2001,  accumulated
deductible  expenses  incurred since inception of $14,040,  resulted in a $2,808
deferred tax asset.  For 2000, the deferred tax benefit and valuation  allowance
were $597. A valuation  allowance of $2,808 has been provided  since there is no
assurance of future taxable income. Tax deductible losses, when provided, can be
carried forward for 20 years until utilized.

Earnings (loss) Per Common Share
--------------------------------

Basic 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.


                                       11
<PAGE>

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.


NOTE 2 - RELATED PARTY TRANSACTIONS

Operating  expenses since inception  include amounts incurred by the Company for
management services,  office expenses,  filing,  resident agent and auditing and
accounting fees. Since the Company has never maintained a bank account, all such
expenses  incurred to date have been paid or  provided at fair market  valued by
the  principal  shareholder  using 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,
2001, the Company was indebted to its  shareholders  for $11,240 on an unsecured
and non-interest bearing basis.


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.

                                      F-6
                                       12
<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           28                       Director/President

Deanna Olson               31                       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
PalamesaInvestments  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 not have a class of equity  securities  registered  pursuant to
Section 12 of the Exchange Act. As a result, no reports are required to be filed
pursuant to Section 16(a).

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, 2001, 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.

                                       13
<PAGE>

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   3,325,000  Direct                40 %
Director/President

Deanna Olson        Common   3,000,000  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

                                    Exhibits

     (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


                                       14
<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.

DAKOTA DISTRIBUTION, INC.

Dated: October 31, 2003

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: October 31, 2003

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

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

                                       15
<PAGE>