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Commission File No. 333-61286

U.S. 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: February 28, 2002

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

For the Transition Period From __ to __

INVESTMENT AGENTS, INC.

---

(Exact Name of Small Business Issuer as Specified in its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|NEVADA                                                         |  | 88-0467944                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|                                                               |  |                                     
|6767 W. Tropicana Avenue, Suite 207
Las Vegas, Nevada          |  | 89103                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip code)                          

Issuers telephone number: (702) 248-1047

Securities to be registered pursuant to Section 12(b) of the Act:

none

Securities to be registered pursuant to Section 12(g) of the Act:

$.001 Common Stock

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(Title of Class)


Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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. Yes [X] No [   ]

Check if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part II of this Form 10-K or any
amendments to this Form 10-K. [X]

As of February 28, 2002, there were 1,970,000 shares of the registrants
Common Stock, $.001 par value, outstanding.

The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant is $-0-.

State the registrants revenues for the February 28, 2002 fiscal year:
$49.00.





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TABLE OF CONTENTS



|           |                                                                                                                          |  |  |  |  |  |  | 
|---------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|           | Item 1. Description of Business.                                                                                        
|           | Item 2. Description of Property.                                                                                        
|           | Item 3. Legal Proceedings.                                                                                              
|           | Item 4. Submission of Matter to Vote of Security Holders.                                                               
|           | Item 5. Market for Common Company Equity and Related Stockholder Matter.                                                
|           | Item 6. Managements Discussion and Analysis or Plan of Operation                                                       
|           | Item 7. Financial Statements.                                                                                           
|           | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                           
|           | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
|           | Item 10. Executive Compensation.                                                                                        
|           | Item 11. Security Ownership of Certain Beneficial Owners and Management.                                                
|           | Item 12. Certain Relationships and Related Transactions.                                                                
|           | Item 13. Exhibits and Reports on Form 8-K.                                                                              
|SIGNATURES
|EX-23.1   



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TABLE OF CONTENTS

|         |  |                                                                                                                 |  |           |    |      |    | 
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------- | -- | ---- | -- | 
|         |  |                                                                                                                 |  |           |    | Page
|         |  |                                                                                                                 |  |           |    |     
|Item 1.  |  | Description of Business                                                                                         |  |           | 3  |     
|Item 2.  |  | Description of Property                                                                                         |  |           | 18 |     
|Item 3.  |  | Legal Proceedings                                                                                               |  |           | 18 |     
|Item 4.  |  | Submission of Matter to Vote of Security Holders                                                                |  |           | 18 |     
|Item 5.  |  | Market for Common Registrant Equity and
Related Stockholder Matter                                              |  |           | 18 |     
|Item 6.  |  | Managements Discussion and Analysis or Plan of Operation                                                       |  |           | 23 |     
|Item 7.  |  | Financial Statements                                                                                            |  |           | 26 |     
|Item 8.  |  | Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure                            |  |           | 36 |     
|Item 9.  |  | Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(a)
of the Exchange Act |  |           | 36 |     
|Item 10. |  | Executive Compensation                                                                                          |  |           | 37 |     
|Item 11. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  |           | 38 |     
|Item 12. |  | Certain Relationships and Related Transactions                                                                  |  |           | 39 |     
|Item 13. |  | Exhibits and Reports on Form 8-K                                                                                |  |           | 40 |     
|         |  |                                                                                                                 |  | Signature |    |      | 41 | 

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Item 1. Description of Business.

The Company.

Investment Agents, Inc., a Nevada corporation was organized under the laws
of the State of Nevada on August 8, 1996.

The discussion contained herein contains forward- looking statements
that involve risk and uncertainties. These statements may be identified by the
use of terminology such as believes, expects, may, will, should or
anticipates or expressing this terminology negatively or similar expressions
or by discussions of strategy. The cautionary statements made in this Form
10SB12G report should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this report.

Important factors that could cause or contribute to such differences
include those discussed under the caption entitled Risk Factors, as well as
those discussed elsewhere in this Form 10KSB.

Our Business.

We are a development stage company and we were incorporated in Nevada on
August 8, 1996. Our principal executive offices are located at 6767 West
Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103-4754. Our telephone number
is (702) 248-1027.

Although our principal executive offices are located in Las Vegas, Nevada,
the officers and directors do not intend to conduct any business at said
offices. The officers and directors will conduct business through the use of
their computer system connected to the internet, a global electronic network,
consisting of smaller, interconnected networks, which allow computers to
exchange information over telephone wires, dedicated data cables, and wireless
links. The internet links personal computers by means of servers which are on
specialized operating systems and applications designed for servicing a network
environment. The officers and directors are able to connect to the internet
and conduct business through their personal computer located in their residence
in California.

We are a referral agent and we collect a selling commission for referring
customers who purchase Verio, Inc.s (Verio) domain registration services,
web hosting services and

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e-commerce services.

We have an agreement with Verio wherein we have been appointed as a
non-exclusive authorized sales representative in the United States to solicit
sales of Verios services. These services include various domain registration
services, web hosting services and e-commerce services. We are an independent
contractor and we participate in what is known as Verios Web Agent Referral
Program (WARP Program). We make residual income for referring business to
Verio. Our agreement commenced as of April 19, 2001 and remains in effect for
two years unless terminated pursuant to the provisions of the agreement. We
may request up to three one year extensions of the agreement. Verio provides
us with a co-branded web page that we customize with our own introductory text
and banner.

Our agreement with Verio provides that we may not contact or deal with any
of Verios customers or customers that we have brought to Verio for a period of
two years after the termination of our Warp Program. Although we are able to
market and refer customers to other third-party domain name registrars, web
hosting sites or services other than Verio, we have no intention to engage in
such activity. We have no other agreements to provide domain name
registration, web hosting sites or services and we have no intention to enter
into such agreements during the term of our agreement with Verio.

Our web site is at http://www.investmentagents.net. Our web site and its
contents do not form a part of this Form 10-KSB.

We can direct our customers to visit our web site to place orders or we
can place orders on behalf of our customers or visitors can access our web site
which allows them to place orders directly. The visitors are tracked through
our web site so when a visitor places an order on our page, we receive a
commission for the sale after the customer makes payment to Verio.

Under the Warp Program, we are not permitted to knowingly market our
services to a current customer of Verio and in the event that we solicit a
current customer of Verio to buy services, Verio is under no obligation under
our Warp Program to pay a commission to us for the customer. Further, if a
customer cannot or does not accept the tracking cookies from Verio, we will not
receive any commission for any sale.

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Although we consider our web site under construction, the web site is
available to be accessed on the world wide web. We have defined under
construction to mean that we intended to make substantive changes or
improvements to the web site.

Our agreement with Verio can be terminated immediately, without notice, at
any time, in the event that we breach any of the covenants, terms or conditions
of the agreement which have not been cured for a period of ten days after
notice by Verio to us, an assignment by us for the benefit of creditors or our
seeking protection under the Bankruptcy Act, or Verio is unable to provide the
agreed upon services by reason of any law, rule, regulation, order of any
governmental authority having jurisdiction over its business.

Verio.

Verio is a large web hosting company and a provider of comprehensive
internet services. Although potential customers could go directly to Verio (or
any other third party) provider of domain registration services, web hosting
services and e-commerce services, we believe that the so-called low end, entry
level services which we market, through Verios web agent referral program
(WARP), constitutes a less competitive niche wherein we may be able to
achieve residual income for referring customers to Verio through the use of a
user friendly web site. We have defined low-end, entry-level services that we
market to be a service that is available at a low cost for the consumer not
advanced in complexity for the user to take advantage of.

We became a WARP agent by applying to Verio to become a participant in one
of a number of partner and reseller programs that they have established and
that they market to companies involved with internet services. We contacted
Verio and we investigated various programs that they have designed for
companies to provide their clients with a broad range of comprehensive internet
services. After reviewing various programs, we decided that the WARP program
which allows us to collect a commission for referring qualified clients
interested in securing Verio services with Verio managing all activities
associates with closing a sale and providing customer billing and support would
be the type of relationship that we would like to initially establish with
Verio. The application process involves the completion and submission of a
partner profile. Thereafter, Verio reviewed the profile and contacted us to
review the program and our eligibility. After a discussion, we were asked to
enter into the web agent referral program. The process is conducted

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through phone contact and facsimile transmission of agreements, or e-mail
communications of the agreements. Our attorney assisted us with the various
steps and assisted us with the negotiations with Verio.

Risk Factors.

In addition to the other information in this Form 10-KSB, the following
risk factors should be considered carefully in evaluating our business before
purchasing any of our shares of common stock. A purchase of our common stock
is speculative and involves a lot of risks.



| | 1. |  | An investment in our shares of common stock involves a high
degree of risk and you may lose your entire investment.
| | -- |  | -------------------------------------------------------------------------------------------------------------------

We have no operating history nor have we received any revenues or earnings
from operations. We have no significant assets or financial resources. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until we have generated substantial revenues from customers
registering domain names and/or utilizing web hosting services.



| | 2. |  | Unless we obtain loans or additional funding, we may not be
able to continue as a going concern.
| | -- |  | ------------------------------------------------------------------------------------------------

Our auditors going concern opinion and the notation in the financial
statements indicate that we do not have significant cash or other material
assets and that we are relying on advances from stockholders, officers and
directors to meet limited operating expenses. Our financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result
should we be unable to continue as a going concern. Our loss from inception
through February 28, 2002 is $33,085.

Although we may need additional financing, except for certain oral
agreements with our officers and directors (majority shareholder), we have no
plans, proposals, arrangements or understandings with respect to the sale or
issuance of additional securities or the obtaining of additional loans or
financial accommodations.

Without the implementation of any marketing plan, our current burn rate
is less than $80 per month. Upon implementation of our marketing plan, we
expect that our burn rate will increase to approximately $800 per month. Not
to

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exceed $500 per month will be expended for the strategic listing of our
web site with major search engines. The balance will be utilized in connection
with establishing reciprocal click-through agreements with complementary web
site and for the expenses of having us comply with the federal securities laws.
The officers and directors have agreed to fund our burn rate, pay all
offering expenses and expenses of having us comply with the federal securities
laws (and being a public company) and have orally agreed to extend, if
required, a line of credit in the amount of $10,000, without interest, to
implement our marketing plan. The line of credit will expire on August 31,
2002. Each advance under the line of credit will be evidenced by a
non-interest bearing promissory note, all due and payable on August 31, 2003.
Although we expect to generate sufficient revenues to repay the line of credit
before August 31, 2003, it is impossible at this time for us to predict the
amount of our revenues. The officers and directors have agreed among
themselves that the repayment of the line of credit will not impede, or be made
conditional in any manner, to the continuous implementation of our marketing
plan. As of the date hereof, no funds have been drawn down on the line of
credit. These agreements may not be enforceable.

If we do not secure the loans (or raise additional capital if the loans
are not forthcoming), you may lose your entire investment.



| | 3. |  | We currently commenced business operations and have no
current operating history which makes an evaluation of us difficult.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------

We have no operating history and we did not have any business prior to our
organization. As of February 28, 2002, we had incurred operating losses of
$31,115 and we expect losses to continue. There is nothing at this time on
which to base an assumption that our business plan will prove successful, and
there is no assurance that we will be able to operate profitably.



| | 4. |  | Our success is dependent on management which has other full
time employment, has limited experience and will only devote limited
part time working for us which makes our future even more uncertain.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As compared to many other public companies, we do not have any depth of
managerial and no technical personnel. Our management has no experience with
the domain registration and web hosting business. Furthermore, our officers
and directors will not be employed by us as they are involved with other
businesses

7.



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and have other interests which could give rise to conflicts of interest
with respect to the amount of time devoted to our business.



| | 5. |  | In addition to having no full time management and lack of
experience in the domain registration and web hosting business, if
we lose Pamela Ray Stinson, our business would be impaired.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our success is heavily dependent upon the continued participation of our
president, Pamela Ray Stinson. Loss of her services could have a material
adverse effect upon our business development. We do not maintain key person
life insurance on Pamela Ray Stinsons life. We do not have a written
employment agreement with Pamela Ray Stinson. There can be no assurance that we
will be able to recruit or retain other qualified personnel, should it be
necessary to do so.



| | 6. |  | Our officers and directors are the principal stockholders and
will be able to approve all corporate actions without your consent
and will control our Company.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Our principal stockholders Pamela Ray Stinson, Ramon Robert Acha and
Joseph Panganiban currently own approximately 68.5% of our common stock. They
will have significant influence over all matters requiring approval by our
stockholders, but not requiring the approval of the minority stockholders. In
addition, they are directors and will be able to elect all of the members of
our board of directors, allowing them to exercise significant control of our
affairs and management. In addition, they may transact most corporate matters
requiring stockholder approval by written consent, without a duly-noticed and
duly-held meeting of stockholders.



| | 7. |  | We face competition from other entities providing services
similar to ours; accordingly, we may not be able to compete
effectively with other selling organizations and with other entities
providing services similar to ours.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We face intense competition in all aspects of the internet business. The
market for the providing of domain registration and web service hosting is
extremely competitive and highly fragmented. There are no substantial barriers
to entry and we expect that competition will continue to intensify. The
primary competitive factors determining success in this market are a reputation
for reliability and service, effective customer

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support, and pricing. Our affiliate sales relationship with Verio will
assist us in competing. However, our competition may offer convenience and
customer service superior to ours. In addition, these companies may have
better marketing and distribution channels. There can be no assurance that we
will be able to compete effectively in this highly competitive industry,
which could have a material impact upon market acceptance of our services.



| | 8. |  | Our plan of operation incorporates estimates rather
than actual figures. Our plan of operation and the implementation
of our plan of operation assume that our estimates are correct,
however, the actual results may differ materially and adversely
when the actual figures
are determined.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The discussion of our plan of operation is managements best estimate and
analysis of the potential market, opportunities and difficulties that we face.
There can be no assurances that the underlying assumptions accurately reflect
our opportunities and potential for success. Competitive and economic forces
make forecasting of revenues and costs difficult and unpredictable.



| | 9. |  | You will receive no dividends on your investment.
| | -- |  | -------------------------------------------------

We have never paid dividends. We do not anticipate declaring or paying
dividends in the foreseeable future. Our retained earnings, if any, will
finance the development and expansion of our business. Our dividends will be at
our board of directors discretion and contingent upon our financial condition,
earnings, capital requirements and other factors. Future dividends may also be
affected by covenants contained in loan or other financing documents we may
execute. Therefore, there can be no assurance that cash dividends of any kind
will ever be paid.



| | 10. |  | If we issue future shares, present investors per share value
will be diluted.
| | --- |  | ------------------------------------------------------------------------------

We are authorized to issue a maximum of 25,000,000 shares of common
shares. As of May 25, 2002, there were 1,970,000 shares issued and outstanding.
The board of directors authority to issue common stock without shareholder
consent may dilute the value of your common stock.



| | 11. |  | Our common stock has no public market.
| | --- |  | --------------------------------------

There is no established public trading market or market

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maker for our securities. There can be no assurance that a market for our
common stock will be established or that, if established, a market will be
sustained. Therefore, if you purchase our securities you may be unable to sell
them. Accordingly, you should be able to bear the financial risk of losing
your entire investment.



| | 12. |  | Our common stock may never be public traded and you may have
no ability to sell the shares.
| | --- |  | -------------------------------------------------------------------------------------------

We have contacted a market maker to seek a listing on the Over The Counter
(OTC) Bulletin Board.

Only market makers can apply to quote securities. Market makers who
desire to initiate quotations in the OTC Bulletin Board system must complete an
application (Form 211) and by doing so, will have to represent that it has
satisfied all applicable requirements of the Securities and Exchange Commission
Rule 15c2-11 and the filing and information requirements promulgated under the
National Association of Securities Dealers (NASD) Bylaws. The OTC Bulletin
Board will not charge us with a fee for being quoted on the service. NASD
rules prohibit market makers from accepting any remuneration in return for
quoting issuers securities on the OTC Bulletin Board or any similar medium. We
intended to be subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, and, as such, we may be deemed compliant with Rule
15c2-11. The NASD Regulators, Inc. will review the market makers application
and if cleared, it cannot be assumed by any investor that any federal, state or
self-regulatory requirements other than certain NASD rules and Rule 15c2-11
have been considered by the NASD Regulation, Inc. Furthermore, the clearance
should not construed by any investor as indicating that the NASD Regulation,
Inc., the Securities and Exchange Commission or any state securities commission
has passed upon the accuracy or adequacy of the documents contained in the
submission.

The OTC Bulletin Board is a market maker or dealer-driven system offering
quotation and trading reporting capabilities  a regulated
quotation service 
that displays real-time quotes, last-sale prices, and volume information in OTC
equity securities. The OTC Bulletin Board securities are not listed and traded
on the floor of an organized national or regional stock exchanges. Instead,
OTC Bulletin Board securities transactions are conducted through a telephone
and computer network connecting market makers or dealers in stocks.

There is no assurance that our securities will be able

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to meet the requirements for a quotation or that the securities will be
accepted for listing on the OTC Bulletin Board.



| | 13. |  | If our common stock does not meet blue sky resale
requirements, certain shareholders may be unable to resell your
securities.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------

The common stock, if traded, must meet the blue sky resale requirements in
the states in which the proposed purchasers reside. If we are unable to
qualify the securities offered and there is no exemption from qualification in
certain states, the holders of the securities may be unable to sell them.



| | 14. |  | Our shareholders may face significant restrictions on the
resale of our common stock due to state blue sky laws.
| | --- |  | ------------------------------------------------------------------------------------------------------------------

There are state regulations that may adversely affect the transferability
of our common stock. We have not registered our common stock for resale under
the securities or blue sky laws of any state. We may seek qualification or
advise shareholder of the availability of an exemption. We are under no
obligation to register or qualify our common stock in any state or to advise
the selling shareholders of any exemptions.

Current shareholders, and person who desire to purchase the common stock
in any trading market that may develop in the future, should be aware that
there might be significant state restrictions upon the ability of new investors
to purchase the securities.

Blue sky laws, regulations, orders, or interpretations place limitations
on offerings or sales of securities by blank check companies or in
blind-pool offerings, or if such securities represent cheap stock
previously issued to promoters or others. We are not a blank check or blind
pool company. Our original security holders, because they originally paid
$.001 for each share, may be deemed to hold cheap stock. These limitations
typically provide, in the form of one or more of the following limitations,
that such securities are:

(a)  Not eligible for sale under exemption provisions permitting sales
without registration to accredited investors or qualified purchasers;

(b)  Not eligible for the transaction exemption from registration for
non-issuer transactions by a registered broker-dealer;
11.Table of Contents

(c)  Not eligible for registration under the simplified small corporate
offering registration (SCOR) form available in many states;

(d)  Not eligible for the solicitations of interest exception to
securities registration requirements available in many states;

(e)  Not permitted to be registered or exempted from registration, and
thus not permitted to be sold in the state under any circumstances.

Virtually all 50 states have adopted one or more of these limitations, or
other limitations or restrictions affecting the sale or resale of stock of
blank check companies or securities sold in blind pool offerings or cheap
stock issued
to promoters or others. Specific limitations on such offerings have been
adopted in:

|           |  |                |  |           
|---------- |  | -------------- |  | ----------
|Alaska     |  | Nevada         |  | Tennessee 
|Arkansas   |  | New Mexico     |  | Texas     
|California |  | Ohio           |  | Utah      
|Delaware   |  | Oklahoma       |  | Vermont   
|Florida    |  | Oregon         |  | Washington
|Georgia    |  | Pennsylvania   |  |           
|Idaho      |  | Rhode Island   |  |           
|Indiana    |  | South Carolina |  |           
|Nebraska   |  | South Dakota   |  |           

Any trading market which may develop, may only be conducted in those
jurisdictions where an applicable exemption is available or where the shares
have been registered.



| | 15. |  | Our common stock may be subject to significant restriction on
resale due to federal penny stock restrictions.
| | --- |  | -------------------------------------------------------------------------------------------------------------

The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk

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disclosure document prepared by the Securities and Exchange Commission
that provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker or dealer also must provide the customer
with bid and offer quotations for the penny stock, the compensation of the
broker or dealer, and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customers
account. The penny stock rules also require that prior to a transaction in a
penny stock not otherwise exempt from such rules, the broker or dealer must
make a special written determination that a penny stock is a suitable
investment for the purchaser and receive the purchasers written agreement to
the transaction.

These disclosure requirements may have the effect of reducing the level of
trading activity in any trading market for our stock that becomes subject to
the penny stock rules, and accordingly, customers in our securities may find it
difficult to sell their securities, if at all.

Distribution.

We deliver our services through our web site. We have the domain names
investmentagents.net and Verio is our Internet service provider and web site
developer. Except for Verio, we have not and do not intend to formulate any
other relationships for the hosting, development or maintenance of a web site.

Competitive Business Conditions.

We will remain an insignificant player among the firms that engage in
referring or selling domain name registration services and web site hosting
services. There are many established Internet companies which provide these
services, ancillary to their regular services, and there are many established
domain name registration companies and web site hosting companies which have
significantly greater financial and personal resources and technical expertise
than we have. The WARP Program from Verio is available to other entities. In
view of our limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to other
selling organizations and those services which directly register domain names
and those companies which provide web site hosting services.

In addition, we will face competition from other

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entities providing services similar to ours. We will face intense
competition in all aspects of the internet business. The market for the
providing of domain registration and web service hosting is extremely
competitive and highly fragmented. There are no substantial barriers to entry
and we expect that competition will continue to intensify. The primary
competitive factors determining success in this market are a reputation for
reliability and service, effective customer support, and pricing. Our affiliate
sales relationship with Verio will assist us in competing. However, our
competition may offer convenience and customer service superior to ours. In
addition, these companies may have better marketing and distribution channels.

Customer Base.

We have had limited visitors to our web site and we have not received any
revenues from any customers who have paid Verio. If we are not able to
establish a customer base in the future, we will not be profitable.

In order to establish a customer base and to be competitive in providing
domain registration services and web hosting services, we will need to
implement our marketing strategy to the potential customer who desires to
register his domain and have available low cost web site hosting services. Our
success depends upon our ability to strategically list our web site with search
engines and establish reciprocal click-through agreements with other web sites
at an acceptable cost with what we hope to have as our user friendly web site.
Although our competition will be bundling additional internet, networking and
e-commerce services, because they target larger well established businesses, we
believe that there are many potential customers who are interested only in
domain registration and low cost web site hosting services, or either.
Although we believe that our plan of operation is feasible, we cannot assure
you that we will be able to properly market our services or that our
anticipated niche in domain registration and web site hosting service is
viable.

Sources and Availability of Raw Materials.

We have no raw materials or suppliers.

Intellectual Property.

We do not have any trademarks, patents, licenses, royalty agreements, or
other proprietary interest.

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Governmental Regulation Issues.

We are not affected by federal regulation relating to copyright
protection, trademark and trade dress protection, trade secrets and software
and internet business method patents promulgated under various federal laws.
We are a referral agent and we only collect a selling commission for referring
customers who purchase Verios domain registration services, web hosting
services and e-commerce services. Our method of marketing does not include
spamming or disseminating junk email. Spamming, or the practice of
disseminating multiple unsolicited pieces of junk email over the internet, or
disseminating mass emails wherein the identify of the distributor cannot be
traced or where someone assumes a third partys identify known as spoofing,
has become the subject of prohibited practice under some case law and under
some state laws and administrative rules and regulations. If we were to
undertake such conduct, our activities, in certain jurisdictions, could be
stopped through the use of equitable injunctive relief and, in certain
jurisdictions, compensatory damages could be awarded against us, including
attorneys fees and punitive damages for common law trespass.

However, due to increasing usage of the Internet, a number of laws and
regulations may be adopted relating to the Internet, covering user privacy,
pricing, and characteristics and quality of products and services. Furthermore,
the growth and development for Internet commerce may prompt more stringent
consumer protection laws imposing additional burdens on those companies
conducting business over the Internet. The adoption of any additional laws or
regulations may decrease the growth of the Internet, which, in turn, could
decrease the demand for Internet services and increase the cost of doing
business on the Internet.
These factors may have an adverse effect on our business, results of operations
and financial condition.

Moreover, the interpretation of sales, tax, libel and personal privacy
laws applied to Internet commerce is uncertain and unresolved. We may be
required to qualify to do business as a foreign corporation in each such state
or foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where we are required to do so could subject us to taxes and
penalties. Any such existing or new legislation or regulation, including state
sales tax, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.

15.



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Research and Development.

We have not expended any monies during each of the last two fiscal years
on research and development activities applicable to our web site. All
development activities to date have been provided to us by Verio at no cost or
expense. Accordingly, none of the research and development costs will be borne
directly by our customers. Other than these initial web site development, we
have not undergone any other research and development activity.

Environmental Law Compliance.

We do not anticipate any environmental compliance expense.

Employees.

We currently have one employee, Pamela Ray Stinson, our president and
director, who works for our Company part-time without compensation. We have no
employment contracts and our employee is not a union member or affected by
labor contracts. We have a sales representative, supplied by Verio at their
cost and expense to assist customers, at no cost or expense to the Company.

Plan Implementation.

We are a development stage company with limited operations and limited
revenues. We may be unable to satisfy cash requirements without managements
financial support. We anticipate that we will meet our cash requirements for
the foreseeable future through the financial support of our management.
Managements financial accommodations will be evidenced by non-interest bearing
promissory notes between our company and management. No promissory notes are
currently in effect. We have not determined the amount of funds that will be
necessary for management to contribute at this time.

Over the next twelve months, we plan to market our web site and we will do
domain registration and web hosting sales. We will require additional funds to
market our web site. Our cost of maintaining the web site, without any
marketing costs and expense, should not exceed the sum of $80.00 per month. We
are obligated through May 21, 2003 to Verio in connection with this expense.
The officers and directors have agreed to fund our burn rate, pay expenses of
having us comply with the federal securities laws (and being a public company)
and have orally

16.



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agreed to extend, if required, a line of credit in the amount of
$10,000, without interest, to implement our marketing plan. Upon
implementation of our marketing plan, we expect that our burn rate will
increase to approximately $800 per month. Not to exceed $500 per month will be
expended for maintaining our web site and for the strategic listing of our web
site with major search engines. The balance of approximately $300 will be
utilized in connection with establishing reciprocal click-through agreements
with complementary web site and for the expenses of having us comply with the
federal securities laws. The line of credit will expire on August 31, 2002.
Today, no funds have been drawn down on the line of credit. These agreements
may not be enforceable. There is no assurance that we will be able to obtain
financing for our business development. If adequate funds are not available to
us, we believe that our business development will be adversely affected.

Our objective will be to market the web site upon full completion of its
development  after we feel it is no longer under construction. This
marketing strategy is subject to our
having sufficient funding to carry out our plan which will include the
following elements:



| | 1. |  | Strategic listing of our web site with major
search engines in order to increase the visibility of our web
site when users enter applicable keywords, such as domain
registration and web site hosting, with major search
engines. We believe that many of the people looking for
information concerning domain registration and web site
hosting will enter those keywords with major search engines in
order to find relevant web sites. Our objective will be to
ensure that our site is frequently cited by major search
engines when these keywords are searched; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Reciprocal click-through agreements with
complementary web sites who are prepared to allow us to place
links to our web site on their web sites in consideration for
us permitting a reciprocal link to their web site on our web
site.                                                                                                                                                                                                                                                                                                                                       

The exact nature of our marketing plan will depend on a number of factors,
including the availability of funds to implement our marketing plan and
internet marketing conditions and practices at the time we complete development
of our web site. We may pursue different marketing strategies from the
marketing strategies listed above.

17.



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Until such time as we market our web site, if ever, we may not have
revenues from our operations. We anticipate that if our web site is properly
marketed, we will generate revenues from the sale of domain registration and
web hosting sales. There is no assurance that we will be successful in selling
our services on our web site. We have no other sources of revenue. As such, if
we are not successful in this regard, we will be unable to achieve revenues
under our current business plan.

We do not anticipate significant research and development expenses over
the next twelve months. We do not expect to purchase or sell any plant and
significant equipment or make any significant changes in the number of
employees over the next twelve months.




Item 2. Description of Property.

Our executive offices are located at 6767 West Tropicana Avenue, Suite
207, Las Vegas, Nevada 89103-4754 wherein we have space supplied by our
registered agent without cost pursuant to an oral agreement, on a month to
month basis. The space is approximately 200 square feet total, of which we are
supplied with a shared desk and chair area without charge. We feel that this
space is adequate for our needs at this time, and we feel that we will be able
to locate adequate space in the future, if needed, on commercially reasonable
terms.




Item 3. Legal Proceedings.

There is no litigation pending or threatened by or against the Company.




Item 4. Submission of Matter to Vote of Security Holders.

There has been no matters submitted to the Companys security holders.




Item 5. Market for Common Company Equity and Related Stockholder Matter.

18.



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Market Information and Market Price.

There is no trading market for our common stock at present and there has
been no trading market to date. Our common stock is not traded on any
exchange. We have contacted a market maker to seek a listing on the OTC
Bulletin Board System. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.

The OTC Bulletin Board, which is operated by the NASDAQ Stock Market,
Inc., will be phased out in 2003 and there will be a new market established
known as the Bulletin Board Exchange. The Bulletin Board Exchange will be a
listed market place, with qualitative listing standards but with no minimum
share price, income, or asset requirements. The system has been designed to
provide market participants and customers with increased speed and reliability
to transactions, as well as to improve the overall transparency of the market
place. In general, the Bulletin Board Exchange will have minimum requirements
of 100 round-lot shareholders and 200,000 shares in the public float and will
have certain minimum corporate governance standards to those presently existing
for the NASDAQ National Market and small cap markets, with an adjustment to
certain of the requirements cognizant of the difficulty that small companies,
such as ours, may have in meeting those governance standards. If we do not
qualify for listing on the Bulletin Board Exchange, if a market develops, we
may still be eligible to be traded, provided we have market makers trading our
securities, in the Pink Sheets, LLC so-called Pink Sheets.

Other Stock Market Considerations.

The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a penny stock, for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a persons
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve
a persons account for transactions in penny stocks, the broker or dealer must
(i) obtain financial information and investment experience and objectives of
the person; and (ii) make a reasonable determination that the transactions in
penny stocks are suitable for that person and that person has sufficient
knowledge and

19.



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experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to
be made about the risks of investing in penny stock in both public offering and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and
the rights and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

For continued listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

Shareholders.

As of May 25, 2002, we had 25 shareholders of record of our common stock.

Common Stock.

Voting Rights.

Each share of common stock entitles the holder to one

20.



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vote, either in person or by proxy, at meetings of shareholders. The
holders are not permitted to vote their shares cumulatively. Accordingly, the
holders of common stock holding, in the aggregate, more than fifty percent of
the total voting rights can elect all of our directors and, in such event, the
holders of the remaining minority shares will not be able to elect any of such
directors. The vote of the holders of a majority of the issued and outstanding
shares of common stock entitled to vote thereon is sufficient to authorize,
affirm, ratify or consent to such act
or action, except as otherwise provided by law.

Section 2115 of the California General Corporation law, however, provides
that a corporation incorporated under the laws of a jurisdiction other than
California, but which has more than one-half of its outstanding voting
securities and which has a majority of its property, payroll and sales in
California, based on the factors used in determining its income allocable to
California on its franchise tax returns, may be required to provide cumulative
voting until such time as the Company has its shares listed on certain national
securities exchanges, or designated as a national market security on NASDAQ
(subject to certain limitations). Accordingly, holders of the our common stock
may be entitled to one vote for each share of common stock held and may have
cumulative voting rights in the election of directors. This means that holders
are entitled to one vote for each share of common stock held, multiplied by the
number of directors to be elected, and the holder may cast all such votes for a
single director, or may distribute them among any number of all of the
directors to be elected.

Our existing directors who are also shareholders, acting in harmony, will
be able to elect all of the members of our board of directors even if Section
2115 is applicable.

Dividend Policy.

All shares of common stock are entitled to participate proportionally in
dividends if our board of directors declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares
of common stock. We have not paid any dividends since our inception and
presently anticipate that all earnings, if any, will be retained for
development of our business. Any future dividends will be at the discretion of
our board of directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors. Therefore, there can be no assurance that any dividends on the common
stock will be paid in the future.

21.



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Miscellaneous Rights and Provisions.

Holders of common stock have no preemptive or other subscription rights,
conversion rights, redemption or sinking fund provisions. In the event of our
dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of preferred stock.

Our articles of incorporation and bylaws do not contain any provision
which would delay, defer, or prevent a change in our control.

Transfer Agent.

Our transfer agent is:



| | Pacific Stock Transfer Company
500 E. Warm Springs, Suite 240
Las Vegas, Nevada 89119
(702) 361-3033
(702) 433-1979 (fax)
| | -------------------------------------------------------------------------------------------------------------------------

CUSIP Number.

Our CUSIP number is 46129V 10 0

Shares Eligible for Sale.

As of the date of this report, all of the issued and outstanding shares of
the Companys Common Stock held by non-affiliates have been registered under
Section 5 of the Act and, also, are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject to certain
limitations included in said Rule.

In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who

22.



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is not, and has not been for the preceding three months, an affiliate of
the Company.

In summary, Rule 144 applies to affiliates (that is, control persons) and
nonaffiliates when they resell restricted securities (those purchased from the
issuer or an affiliate of the issuer in nonpublic transactions). Nonaffiliates
reselling restricted securities, as well as affiliates selling restricted or
nonrestricted securities, are not considered to be engaged in a distribution
and, therefore, are not deemed to be underwriters as defined in Section 2(11),
if six conditions are met:



| | (1) |  | Current public information must be available about the issuer
unless sales are limited to those made by nonaffiliates after two
years.                                                                                                                                                                                                                                    
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | When restricted securities are sold, generally there must be
a one-year holding period.                                                                                                                                                                                                                                                                                   
|
| | (3) |  | When either restricted or nonrestricted securities are sold
by an affiliate after one year, there are limitations on the amount
of securities that may be sold; when restricted securities are sold
by non-affiliates between the first and second years, there are
identical limitations; after two years, there are no volume
limitations for resales by non-affiliates.
|
| | (4) |  | Except for sales of restricted securities made by
nonaffiliates after two years, all sales must be made in brokers
transactions as defined in Section 4(4) of the Securities Act of
1933, as amended, or a transaction directly with a market maker as
that term is defined in Section 3(a)(38) of the 1934 Act.                                                       
|
| | (5) |  | Except for sales of restricted securities made by
nonaffiliates after two years, a notice of proposed sale must be
filed for all sales in excess of 500 shares or with an aggregate
sales price in excess of $10,000.                                                                                                                                                     
|
| | (6) |  | There must be a bona fide intention to sell within a
reasonable time after the filing of the notice referred to in (5)
above.                                                                                                                                                                                                                                             




Item 6. Managements Discussion and Analysis or Plan of Operation

23.



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Financial Condition.

We currently have $11,025 in prepaid expenses and an account receivable of
$49 which constitutes our total assets.

We have had revenues of $49 for the year ending February 28, 2002 and no
revenues for the year ending February 28, 2001. During the year ending
February 28, 2002, we incurred general, selling and administrative expenses of
$30,339 as compared to no expenses for the year ended February 28, 2001.

Our web site has been accessed by visitors and we may have sales pending.
Our loss from inception through February 28, 2002 is $31,115. Without the
implementation of any marketing plan, our current burn rate is less than $80
per month. Upon implementation of our marketing plan, we expect that our burn
rate will increase to approximately $800 per month. Not to exceed $500 per
month will be expended for maintaining our web site and for the strategic
listing of our web site with major search engines. The balance of
approximately $300 will be utilized in connection with establishing reciprocal
click-through agreements with complementary web site and for the expenses of
having us comply with the federal securities laws.

The officers and directors have agreed to fund our burn rate, pay all
offering expenses and expenses of having us comply with the federal securities
laws (and being a public company) and have orally agreed to extend, if
required, a line of credit in the amount of $10,000, without interest, to
implement our marketing plan. The line of credit will expire on August 31,
2002 and repayment for advances will be due on August 31, 2003. As of the date
hereof, no funds have been drawn down on the line of credit. These agreements
may not be enforceable.

Although we may need additional financing, we have no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities or the obtaining of additional loans or financial
accommodations.

As we are deemed to be a development stage company, we have a net loss and
may not be profitable in the future. If we do not achieve any revenue growth
sufficient to absorb our planned expenditures, we could experience additional
losses in future periods.

Over the next twelve months, we plan to market our web site and we will do
domain registration and web hosting sales.

24.



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We will require additional funds to market our web site. Our cost of
maintaining the web site, without any marketing costs and expense, should not
exceed the sum of $80.00 per month. We are obligated through April 19, 2002 to
Verio in connection with this expense. The officers and directors have agreed
to fund our burn rate, pay off all offering expenses and expenses of having
us comply with the federal securities laws (and being a public company) and
have orally agreed to extend, if required, a line of credit in the amount of
$10,000, without interest, to implement our marketing plan. Upon
implementation of our marketing plan, we expect that our burn rate will
increase to approximately $800 per month. Not to exceed $500 per month will be
expended for maintaining our web site and for the strategic listing of our web
site with major search engines. The balance of approximately $300 will be
utilized in connection with establishing reciprocal click-through agreements
with complementary web site and for the expenses of having us comply with the
federal securities laws. The line of credit will expire on August 31, 2002.
As of the date hereof, no funds have been drawn down on the line of credit.
These agreements may not be enforceable. There is no assurance that we will be
able to obtain financing for our business development. If adequate funds are
not available to us, we believe that our business development will be adversely
affected.

Our objective will be to market the web site upon full completion of its
development  after we feel it is no longer under construction. This
marketing strategy is subject to our
having sufficient funding to carry out our plan which will include the
following elements:



| | 1. |  | Strategic listing of our web site
with major search engines in order to increase the
visibility of our web site when users enter applicable
keywords, such as domain registration and web site
hosting, with major search engines. We believe that
many of the people looking for information concerning
domain registration and web site hosting will enter
those keywords with major search engines in order to
find relevant web sites. Our objective will be to
ensure that our site is frequently cited by major search
engines when these keywords are searched; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Reciprocal click-through agreements
with complementary web sites who are prepared to allow
us to place links to our web site on                                                                                                                                                                                                                                                                                                                                                                                                                                               

25.



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| |  |  | their web sites in consideration for us permitting a
reciprocal link to their web site on our web site.
| |  |  | -------------------------------------------------------------------------------------------------------

The exact nature of our marketing plan will depend on a number of factors,
including the availability of funds to implement our marketing plan and
internet marketing conditions and practices at the time we complete development
of our web site. We may pursue different marketing strategies from the
marketing strategies listed above.

Until such time as we market our web site, if ever, we may not have
revenues from our operations. We anticipate that if our web site is properly
marketed, we will generate revenues from the sale of domain registration and
web hosting sales. There is no assurance that we will be successful in selling
our services on our web site. We have no other sources of revenue. As such, if
we are not successful in this regard, we will be unable to achieve revenues
under our current business plan.

We do not anticipate significant research and development expenses over
the next twelve months. We do not expect to purchase or sell any plant and
significant equipment or make any significant changes in the number of
employees over the next twelve months.




Item 7. Financial Statements.

CONTENTS

|                                                         |                                    |  |    |     | 
|-------------------------------------------------------- | ---------------------------------- |  | -- | --- | 
|INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS |                                    |  |    |    
|FINANCIAL STATEMENTS                                     |                                    |  | 27 |    
|                                                         | Balance Sheets                     |  |    | 2   | 
|                                                         | Statements of Income               |  |    | 3   | 
|                                                         | Statements of Stockholders Equity |  |    | 4   | 
|                                                         | Statements of Cash Flows           |  |    | 5   | 
|                                                         | Notes to Financial Statements      |  |    | 6-9 | 





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##### Table of Contents



Independent Auditors Report

To the Board of Directors
Investment Agents, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheet of Investment Agents,
Inc. (A Development Stage Company) as of February 28, 2002 and 2001
and February 29, 2000 and the related statements of income,
stockholders equity, and cash flows for the years then ended and
the period August 8, 1996 (inception) through February 28, 2002.
These financial statements are the responsibility of the Companys
management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Investment Agents, Inc. (A Development Stage Company) as of February
28, 2002 and 2001 and February 29, 2000 and the results of its
operations and cash flows for the years then ended and the period
August 8, 1996 (inception) through February 28, 2002, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 4 to the financial statements, the Company has no operations
and has no established source of revenue. This raises substantial
doubt about its ability to continue as a going concern. Managements
plan in regard to these matters is also described in Note 4. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Kyle L. Tingle, CPA, LLC

May 22, 2002
Henderson, Nevada

27



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##### Table of Contents



INVESTMENT AGENTS, INC.
(A Development Stage Company)
BALANCE SHEETS

|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |        |   |       |   | 
|------------------------------------ | ------------------------------------------------------------------------------------ |  | -------------------------------------- | ------------------------------------------ | - | ------------ | ------- | ------------ | - | ------------ | ------ | ------ | - | ----- | - | 
|                                     |                                                                                      |  |                                        |                                            |   | February 28, |         | February 28, |   | February 29,
|                                     |                                                                                      |  |                                        |                                            |   | 2002         |         | 2001         |   | 2000        
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |             
|ASSETS                              
|CURRENT ASSETS                       |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     | Accounts receivable                                                                  |  | $                                      | 49                                         |   |              | $       | 0            |   |              | $      | 0      |  
|                                     | Prepaid expenses                                                                     |  |                                        | 11,025                                     |   |              |         | 13,500       |   |              |        | 0      |  
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     |                                                                                      |  |                                        | Total current assets                       |   | $            | 11,074  |              |   | $            | 13,500 |        |   | $     | 0 | 
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     |                                                                                      |  |                                        | Total assets                               |   | $            | 11,074  |              |   | $            | 13,500 |        |   | $     | 0 | 
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY
|CURRENT LIABILITIES                  |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     | Accounts payable                                                                     |  | $                                      | 8,290                                      |   |              | $       | 0            |   |              | $      | 0      |  
|                                     | Officers advances (Note 5)                                                           |  |                                        | 20,399                                     |   |              | $       | 0            |   |              | $      | 0      |  
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     |                                                                                      |  |                                        | Total current liabilities                  |   | $            | 28,689  |              |   | $            | 0      |        |   | $     | 0 | 
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|STOCKHOLDERS EQUITY                 |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     | Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding: |  |                                        |                                            |   |              |         |              |   |              |        |        |  
|                                     |                                                                                      |  | 1,970,000 shares at February 29, 2000: |                                            | $ |              |         |              | $ |              |        |        | $ | 1,970 |  
|                                     |                                                                                      |  | 1,970,000 shares at February 28, 2001; |                                            |   |              |         |              |   | 1,970        |        |        |   |       |  
|                                     |                                                                                      |  | 1,970,000 shares at February 28, 2002  |                                            |   | 1,970        |         |              |   |              |        |        |   |       |  
|                                     | Additional Paid In Capital (Notes 2 and 5)                                           |  |                                        | 13,500                                     |   |              |         | 13,500       |   |              |        | 0      |  
|                                     | Accumulated deficit during development stage                                         |  |                                        | (33,085                                    | ) |              |         | (1,970       | ) |              |        | (1,970 | )
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     |                                                                                      |  |                                        | Total stockholders equity                 |   | $            | (17,615 | )            |   | $            | 13,500 |        |   | $     | 0 | 
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       
|                                     |                                                                                      |  |                                        | Total liabilities and
stockholders equity |   | $            | 11,074  |              |   | $            | 13,500 |        |   | $     | 0 | 
|                                     |                                                                                      |  |                                        |                                            |   |              |         |              |   |              |        |       

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME

|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |           |  
|-------------------------------------------- | ---------------------------------------------------- | - | ------------ | --------- | ------------ | - | ------------ | --------- | -------------- | - | - | --------- |  | - | -------------- | --------- | -
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   | August 8, 1996
|                                             |                                                      |   | Year Ended   |           | Year Ended   |   | Year Ended   |           | (inception) to
|                                             |                                                      |   | February 28, |           | February 28, |   | February 29, |           | February 28,  
|                                             |                                                      |   | 2002         |           | 2001         |   | 2000         |           | 2002          
|                                             |                                                      |   |              |           |              |   |              |           |               
|Revenues                                     |                                                      | $ | 49           |           |              | $ | 0            |           |                | $ | 0 |           |  | $ | 49             |          
|Cost of revenue                              |                                                      |   | 825          |           |              |   | 0            |           |                |   | 0 |           |  |   | 825            |          
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |          
|                                             | Gross profit                                         |   | $            | (776      | )            |   | $            | 0         |                |   | $ | 0         |  |   | $              | (776      | )
|General, selling and
administrative expenses |                                                      |   | 30,339       |           |              |   | 0            |           |                |   | 0 |           |  |   | 32,309         |          
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |          
|                                             | Operating (loss)                                     |   | $            | (31,115   | )            |   | $            | 0         |                |   | $ | 0         |  |   | $              | (33,085   | )
|Nonoperating income (expense)                |                                                      |   | 0            |           |              |   | 0            |           |                |   | 0 |           |  |   | 0              |          
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |          
|                                             | Net (loss)                                           |   | $            | (31,115   | )            |   | $            | 0         |                |   | $ | 0         |  |   | $              | (33,085   | )
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |          
|                                             | Net (loss) per share, basic
and diluted (Note 2)     |   | $            | 0.01      |              |   | $            | 0.00      |                |   | $ | 0.00      |  |   | $              | (0.01     | )
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |          
|                                             | Average number of shares
of common stock outstanding |   |              | 1,970,000 |              |   |              | 1,970,000 |                |   |   | 1,970,000 |  |   |                | 1,970,000 |  
|                                             |                                                      |   |              |           |              |   |              |           |                |   |   |           |  |   |                |          

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY

|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|------------------------------------------ |  | ------------ | --------- | ---------- |  | ----------- | ----- | ----- |  | - | ------ |  |  | ----------- | ------- | -
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  | Accumulated
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  | (Deficit)  
|                                           |  | Common Stock |           | Additional |  | During     
|                                           |  |              |           | Paid-In    |  | Development
|                                           |  | Shares       |           | Amount     |  | Capital     |       | Stage
|                                           |  |              |           |            |  |             |       |      
|Sale of 1,970,000 shares, October 17, 1997 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | 0       |  
|Net (loss), February 28, 1998              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | (1,970  | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 1998                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | (1,970  | )
|Net income, February 28, 1999              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | 0       |  
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 1999                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | (1,970  | )
|Net (loss), February 29, 2000              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | 0       |  
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 29, 2000                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | (1,970  | )
|Capital contribution, February, 2001       |  |              |           |            |  |             |       |       |  |   | 13,500 |  |  |             |         |  
|Net (loss), February 28, 2001              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | 0       |  
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 2001                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 13,500 |  |  | $           | (1,970  | )
|Net (loss), February 28, 2002              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | (31,115 | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 2002                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 13,500 |  |  | $           | (33,085 | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |                |         |  
|---------------------------------------------- | --------------------------------------------------------------------------- | ---------------------------------------------------- | - | ------------ | - | ------------ | - | ------------ | ------- | -------------- | - | - | - | - | - | -------------- | ------- | -
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   | August 8, 1996
|                                               |                                                                             |                                                      |   | Year Ended   |   | Year Ended   |   | Year Ended   |         | (inception) to
|                                               |                                                                             |                                                      |   | February 28, |   | February 28, |   | February 29, |         | February 28,  
|                                               |                                                                             |                                                      |   | 2002         |   | 2001         |   | 2000         |         | 2002          
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |               
|Cash Flows From Operating Activities           |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|                                               | Net (loss)                                                                  |                                                      | $ | (31,115      | ) |              | $ | 0            |         |                | $ | 0 |   |   | $ | (33,085        | )      
|                                               | Adjustments to reconcile net (loss) to cash
(used in) operating activities: |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |                |        
|                                               | Changes in assets and liabilities                                           |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |                |        
|                                               | (Increase) in Prepaid expenses                                              |                                                      |   | 2,475        |   |              |   | (13,500      | )       |                |   | 0 |   |   |   | (11,025        | )      
|                                               | Increase in Accounts payable                                                |                                                      |   | 8,290        |   |              |   | 0            |         |                |   | 0 |   |   |   | 8,290          |        
|                                               | Increase in Officer payable                                                 |                                                      |   | 20,350       |   |              |   | 0            |         |                |   | 0 |   |   |   | 20,350         |        
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|                                               |                                                                             | Net cash (used in) operating
activities              |   | $            | 0 |              |   | $            | (13,500 | )              |   | $ | 0 |   |   | $              | (15,470 | )
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|Cash Flows From Investing Activities           |                                                                             | $                                                    | 0 |              |   | $            | 0 |              |         | $              | 0 |   |   | $ | 0 |               
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|Cash Flows From Financing Activities           |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|                                               |                                                                             | Issuance of common stock                             |   |              |   |              |   |              |         |                |   |   |   |   |   |                | 1,970   |  
|                                               |                                                                             | Capital contribution                                 |   |              | 0 |              |   |              | 13,500  |                |   |   | 0 |   |   |                | 13,500  |  
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|                                               |                                                                             | Net cash provided by financing
activities            |   | $            | 0 |              |   | $            | 13,500  |                |   | $ | 0 |   |   | $              | 15,470  |  
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|                                               |                                                                             | Net increase (decrease) in cash
and cash equivalents |   | $            | 0 |              |   | $            | 0       |                |   | $ | 0 |   |   | $              | 0       |  
|Cash and cash equivalents,
beginning of period |                                                                             |                                                      | 0 |              |   |              | 0 |              |         |                | 0 |   |   |   | 0 |               
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               
|Cash and cash equivalents, end of period       |                                                                             | $                                                    | 0 |              |   | $            | 0 |              |         | $              | 0 |   |   | $ | 0 |               
|                                               |                                                                             |                                                      |   |              |   |              |   |              |         |                |   |   |   |   |   |               

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2002 and 2001 and February 29, 2000

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

Investment Agents, Inc. (Company) was organized August 8, 1996 under the
laws of the State of Nevada. The Company currently has no operations and,
in accordance with Statement of Financial Accounting Standard (SFAS) No.
7, Accounting and Reporting by Development Stage Enterprises,is
considered a development stage company.

A summary of the Companys significant accounting policies is as follows:

Estimates

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

Cash

For the Statements of Cash Flows, all highly liquid investments with
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of February 28, 2002 and 2001 and,
February 29, 2000.

Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 Accounting for Income Taxes.A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.

Note 2. Stockholders Equity

Common stock

The authorized common stock of the Company consists of 25,000,000 shares
with par value of $0.001. On October 15, 1997, the Company authorized and
issued 19,700 shares of its no par value common stock in consideration of
$1,970 in cash.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2002 and 2001 and February 29, 2000

Note 2. Stockholders Equity (continued)

On November 29, 2000, the State of Nevada approved the Companys amended
Articles of Incorporation, which increased its capitalization from 25,000
common shares to 25,000,000 common shares. The no par value was changed
to $0.001 per share.

On November 29, 1999, the Companys shareholders approved a forward split
of its common stock at one hundred shares for one share of the existing
shares. The number of common stock shares outstanding increased from
19,700 to 1,970,000. Prior period information has been restated to
reflect the stock split

An officer contributed $13,500 to the Company through a retainer to a
legal firm for services to be rendered.

The Company has not authorized any preferred stock.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128,
Earnings Per Share.The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 1,970,000 during the years ended
February 28, 2002 and 2001 and February 29, 2000, and since inception. As
of February 28, 2002 and 2001 and February 29, 2000, and since inception,
the Company had no dilutive potential common shares.

Note 3. Income Taxes

There is no provision for income taxes for the period ended February 28,
2002, due to the net loss and no state income tax in Nevada, the state of
the Companys domicile and operations. The Companys total deferred tax
asset as of February 28, 2002 is as follows:

|                                 |  |   |         |  
|-------------------------------- |  | - | ------- | -
|Net operating loss carry forward |  | $ | 33,085  |  
|Valuation allowance              |  | $ | (33,085 | )
|                                 |  |   |         |  
|Net deferred tax asset           |  | $ | 0       |  

The net federal operating loss carry forward will expire in 2021 and 2022.
These carry forwards may be limited under IRC Section 381.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2002 and 2001 and February 29, 2000

Note 4. Going Concern

The Companys financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern.
This contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company does
not have significant cash of other material assets, nor does it have
operations or a source of revenue sufficient to cover its operation costs
and allow it to continue as a going concern. The stockholders, officers,
and directors have committed to advancing the operating costs of the
company.

Note 5. Related Party Transactions

The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not
been reflected therein. The officers and directors for the Company are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interest. The
Company has not formulated a policy for the resolution of such conflicts.

In April 2001, the Company established a policy that transactions between
the Company and its officers, directors or five percent shareholders, and
their respective affiliates, will be on terms no less favorable than those
terms which could be obtained from unaffiliated third parties and said
transactions will be approved by a majority of the independent and
disinterested directors.

Note 6. Commitments and Contingencies

On April 19, 2001, the Company entered into a Web Agent Agreement with
Verio, Inc. The Company became a referral partner and hosts a web site to
direct customers to the web hosting and registration services of Verio.
The non-cancelable agreement requires a payment obligation of $75 per
month for a period of three years. The minimum future contract payments
are:

|                         |  |          |       | 
|------------------------ |  | -------- | ----- | 
|Year End                 |  | Contract
|February 28,             |  | Payment 
|                         |  |         
|2003                     |  | $        | 900   | 
|2004                     |  |          | 900   | 
|2005                     |  |          | 75    | 
|                         |  |          |       | 
|Total future
Obligations |  | $        | 1,875 | 
|                         |  |          |       | 

On February 1, 2001, the Company retained a legal firm, prepaying $13,500
for services. The funds were contributed as additional paid in capital by
an officer of the Company. The legal firm administers the contract with
Verio, Inc. The prepayment of $13,500 is being amortized over the life of
the Verio contract plus two automatic one-year extensions. As of February
28, 2002 and 2001, the Company had prepaid expenses relating to the Verio
contract of $11,025 and $13,500, respectively.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2002 and 2001 and February 29, 2000

Note 7. Warrants and Options

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

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

There have been no changes nor any disagreements with the accountants or
the accountants findings.




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

Directors, Officers, Promoters and Control Persons.

The members of the Board of Directors of the Company serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the
pleasure of the Board of Directors. Information as to the directors and
executive officers of the Company is as follows:

|                     |  |      |    |          |  |                             
|-------------------- |  | ---- | -- | -------- |  | ----------------------------
|Name                 |  | Ages |    | Position
|                     |  |      |    |         
|Pamela Ray Stinson   |  |      | 47 |          |  | President/Director          
|Ramon Robert Acha    |  |      | 49 |          |  | Secretary/Treasurer Director
|Joseph H. Panganiban |  |      | 57 |          |  | Director                    

Pamela Ray Stinson, Ramon Robert Acha and Joseph H. Panganiban will serve
as the directors until our next annual shareholder meeting to be held within
120 days after the close of our fiscal years or until a successor is elected
who accepts the position. Directors are elected for one-year terms.

Pamela Ray Stinson

From 1999 to the present, Ms. Stinson was the Business Manager for Family
Auto Sales. She is responsible for the managing of daily financial and
business functions of a large automotive dealership. From 1994 to 1999, Ms.
Stinson was the Business Manager at the University of Redlands. She was
responsible for managing the daily business functions of the school.

Ramon Robert Acha

From 1995 to the present, Mr. Acha has been the Lease and Fleet Manager of
Valley High Honda & Toyota. He is responsible for supervising all leasing and
fleet automotive transactions.

Joseph H. Panganiban

From 1970 to the present, Mr. Panganiban has had thirty years of
experience in the photo developing equipment business. He is currently the
vice president for Noritsu America Corp. He has worked in the areas of sales,
marketing and management. Currently he is a liaison to mass merchants
promoting on-site photo finishing utilizing wholesale photo labs using Noritsu
equipment. In 1999 Kodak Processing Labs named him as their 1998 Vendor of the
Year for representing Noritsu America Corp. with

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Distinction and Excellence. He was the first recipient to receive this
award.

The officers and directors may be deemed parents and promoters of the
Company as those terms are defined by the Securities Act of 1933, as amended.
All directors hold office until the next annual stockholders meeting or until
their death, resignation, retirement, removal, disqualification, or until their
successors have been elected and qualified. Officers of the Company serve at
the will of the Board of Directors.

There are no agreements or understandings for any officer or director of
the Company to resign at the request of another person and none of the officers
or directors are acting on behalf of or will act at the direction of any other
person.
Section 16(a) Beneficial Ownership Reporting Compliance.

The Company has checked the box provided on the cover page of this Form to
indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.




Item 10. Executive Compensation.

No executive compensation has been paid since our inception. We have paid
no compensation or consulting fees to any of our officers or directors and we
are not a party to any employment agreements. We have made no advances and no
advances are contemplated to be made by us to any of our officers or directors.
We have no retirement, pension, profit sharing or stock option plans or
insurance or medical reimbursement plans covering our officers and directors
and we do not contemplate implementing any such plans. Although each of the
officers are technically employees, except for Pamela Ray Stinson, none of the
officers spent more than two hours per month developing our business. No value
has been assigned to any of the services performed by our officers (employees)
and no compensation will be awarded to, earned by, or paid to these officers.
Pamela Ray Stinson is now the only officer who serves as an employee and is the
only person who provides services to us in connection with the implementation
of our plan of operation. We do contemplate, however, that any officer and
director will be entitled to reimbursement for out of pocket expenditures for
activities on our behalf. There are no transactions between us and any third
party wherein the purpose of the transaction is to furnish compensation to any
of our officers and directors. We do not

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anticipate any compensation to be paid to any officer and director for the
fiscal year ended February 28, 2003.




Item 11. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners.

The following table sets forth the security and beneficial ownership for
each class of equity securities of the Company for any person who is known to
be the beneficial owner of more than five percent of the Company.

|               |  |                      |  |                                                       |  |                  |       |         |       |  |  | 
|-------------- |  | -------------------- |  | ----------------------------------------------------- |  | ---------------- | ----- | ------- | ----- |  |  | 
|               |  |                      |  | Name and                                              |  | Amount and       |       |         |       | 
|               |  |                      |  | Address of                                            |  | Nature of        |       |         |       | 
|               |  |                      |  | Beneficial                                            |  | Beneficial       |       | Percent
|Title of Class |  | Owner                |  | Owner                                                 |  | of Class        
|               |  |                      |  |                                                       |  |                 
|Common         |  | Pamela Ray Stinson   |  | 550,000 Direct                                        |  |                  | 27.92 |        
|               |  |                      |  | 17930 Main Street
Hesperia, CA 92345                  |  |                  |       |         |       |  |  | 
|Common         |  | Ramon Robert Acha    |  | 450,000 Direct                                        |  |                  | 22.84 |        
|               |  |                      |  | 17930 Main Street
Hesperia, CA 92345                  |  |                  |       |         |       |  |  | 
|Common         |  | Joseph H. Panganiban |  | 350,000 Direct                                        |  |                  | 17.77 |        
|               |  |                      |  | 6994 27th Street
Riverside, CA 92509                  |  |                  |       |         |       |  |  | 
|               |  |                      |  | All Officers and
Directors as a
Group (3 Individuals) |  | 1,350,000 Direct |       |         | 68.53 | 

The total of the Companys outstanding Common Shares are held by 25
persons.

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Security Ownership of Management.

The following table sets forth the ownership for each class of equity
securities of the Company owned beneficially and of record by all directors and
officers of the Company.

|               |  |                      |  |                                                       |  |                  |       |         |       |  |  | 
|-------------- |  | -------------------- |  | ----------------------------------------------------- |  | ---------------- | ----- | ------- | ----- |  |  | 
|               |  |                      |  | Name and                                              |  | Amount and       |       |         |       | 
|               |  |                      |  | Address of                                            |  | Nature of        |       |         |       | 
|               |  |                      |  | Beneficial                                            |  | Beneficial       |       | Percent
|Title of Class |  | Owner                |  | Owner                                                 |  | of Class        
|               |  |                      |  |                                                       |  |                 
|Common         |  | Pamela Ray Stinson   |  | 550,000 Direct                                        |  |                  | 27.92 |        
|               |  |                      |  | 17930 Main Street
Hesperia, CA 92345                  |  |                  |       |         |       |  |  | 
|Common         |  | Ramon Robert Acha    |  | 450,000 Direct                                        |  |                  | 22.84 |        
|               |  |                      |  | 17930 Main Street
Hesperia, CA 92345                  |  |                  |       |         |       |  |  | 
|Common         |  | Joseph H. Panganiban |  | 350,000 Direct                                        |  |                  | 17.77 |        
|               |  |                      |  | 6994 27th Street
Riverside, CA 92509                  |  |                  |       |         |       |  |  | 
|               |  |                      |  | All Officers and
Directors as a
Group (3 Individuals) |  | 1,350,000 Direct |       |         | 68.53 | 

Change in Control.

There are currently no arrangements which would result in a change in our
control.




Item 12. Certain Relationships and Related Transactions.

There have been no related party transactions, or any other transactions
or relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.

Pamela Ray Stinson has orally agreed to provide the necessary funds,
without interest, for the Company to comply with the Securities Exchange Act of
1934, as amended, provided that she is an officer and director of the Company
when the obligation is incurred. All such funding will be in the form of a
demand loan. All advances are interest-free.

In addition to Pamela Ray Stinson, each of the other officers and
directors also agreed to pay the expenses of having us comply with the federal
securities laws. These costs and expenses include, but are not limited to,
legal costs and accounting costs incident to the filing of required documents
and shareholder communications.

In addition, each of the officers and directors orally agreed to fund our
burn rate, and have orally agreed to extend, if required, a line of credit
in the aggregate amount of $10,000, without interest, to implement our
marketing plan.

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Any transactions between the Company and its officers, directors or five
(5%) percent shareholders, and their respective affiliates, will be on terms no
less favorable than those terms which could be obtained from unaffiliated third
parties and said transactions will be approved by a majority of the independent
and disinterested directors.




Item 13. Exhibits and Reports on Form 8-K.

There are no reports on Form 8-K incorporated herein by reference.

The following documents are filed as part of this report:

23.1 Consent of Kyle L. Tingle, CPA.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                   |                              |                       
|------------------ | ---------------------------- | ----------------------
|Date: May 28, 2002 | INVESTMENT AGENTS, INC.     
|                  
|                   | By:                          | /s/ Pamela Ray Stinson
|                   |                             
|                   | Pamela Ray Stinson
President

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

|                   |                             |                       
|------------------ | --------------------------- | ----------------------
|Date: May 28, 2002 | By:                         | /s/ Pamela Ray Stinson
|                   |                            
|                   | Pamela Ray Stinson
Director

|                   |                                                                    |                       
|------------------ | ------------------------------------------------------------------ | ----------------------
|Date: May 28, 2002 | By:                                                                | /s/ Raymond Ramon Acha
|                   |                                                                   
|                   | Raymond Ramon Acha
Chief Financial Officer,
Treasurer and Director

|                   |                               |                         
|------------------ | ----------------------------- | ------------------------
|Date: May 28, 2002 | By:                           | /s/ Joseph H. Panganiban
|                   |                              
|                   | Joseph H. Panganiban
Director

41