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

                                   Form 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                         Date of Report            December 31, 2003

                           B COM, INC.
     -----------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

      Nevada                           0-32781                    n/a
-------------------------------  ---------------------  ---------------------
State or other jurisdiction          Commission File           IRS Employer
of incorporation)                          Number)        Identification No.)

               14 Pico Crescent, Thornhill, Ontario Canada L4J 8P4
           --------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code            905-731-0189

                                       n/a
         ------------------------------------------------------------
        (Former name or former address, if changed since the last report)

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

Securities registered under Section 12(g) of the Exchange Act:
             Common Shares, $ .001 par value
      --------------------------------------------
                       (Title of Class)

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days:

                              Yes x     No
                                 -----     -----

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

The issuer's revenues for the fiscal year ended December 31, 2003 were $  nil

     As of December 31, 2003, there were no shares of the issuer's common stock,
$ .001 par value,  outstanding held by  non-affiliates.  For the purpose of this
disclosure, shares of common stock held

<page>

by directors,  officers and stockholders whose ownership exceeds five percent of
the common  stock  outstanding  were  excluded.  Exclusion of shares held by any
person should not be construed to indicate that such person possesses the power,
direct or indirect,  to direct or cause the  direction of management or policies
of the issuer,  or that such person is controlled by or under common  control of
the issuer.

DOCUMENTS INCORPORATED BY REFERENCE

See below.

Transitional Small Business Disclosure Format (check one):  Yes     No    x
                                                               ----    -----

                                          PART I

ITEM 1:    DESCRIPTION OF BUSINESS.

     B COM, INC.. (the  "Company") was organized on October 11, 2000,  under the
laws of the State of Nevada, having the stated purpose of engaging in any lawful
activities.  The Company was formed with the contemplated purpose to seek out to
acquire or merge with a viable  entity.  The company is going to go to public in
order to raise funds to meet its business objectives.

COMPETITION

     Because the Company has not identified any potential  acquisition or merger
candidate,  it is  unable  to  evaluate  the  type  and  extent  of  its  likely
competition.  The Company is aware that there are several other public companies
with only nominal  assets that are also  searching for operating  businesses and
other business opportunities as potential acquisition or merger candidates.  The
Company will be in direct  competition  with these other public companies in its
search for business  opportunities  and, due to the Company's  limited funds, it
may be difficult to successfully compete with these other companies.


EMPLOYEES

As of December 31, 2002, the Company has had no full time employees or managers.

ITEM 2.   DESCRIPTION OF PROPERTY

     The  Company  has no leased or owned  premises.  At present  the Company is
using one of the director's premises at no cost for company business.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not engaged in any litigation.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter ended December 31, 2003.


<page>


                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common shares,  par value $ .001 (the "Shares") are not being
traded on a stock market exchange at this time.

On December 31, 2003, there were 4 shareholders.

     The  Company  has  never  paid a  cash  dividend  and  does  not  presently
anticipate doing so in the foreseeable  future,  but expects to retain earnings,
if any, for use in its business for future expansion once profitable.

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

RESULTS OF OPERATIONS

     For the fiscal year ended December 31, 2003, there were no operations.  The
Company  has  been  using  only its  directors  and  officers  to  continue  its
operations  during this period and as such has been paying  these  officers  and
directors  with common stock of the Company.  During the year ended December 31,
2003, the Company did not make any payments.

FORWARD LOOKING STATEMENTS

     Except  for  the  historical  information  contained  herein,  the  matters
discussed in this report on Form 10-KSB and the Company's other periodic reports
and  other  documents  incorporated  by  reference  or  incorporated  herein  as
exhibits,  may  contain  forward-looking   statements  that  involve  risks  and
uncertainties.  The Company's actual results may differ  materially from results
discussed  in the  forward-looking  statements.  Factors that might cause such a
difference  include,  but  are not  limited  to,  general  economic  and  market
conditions,  and  the  ability  of the  Company  to  successfully  identify  and
thereafter consummate one or more acquisitions.


ITEM 7.   FINANCIAL STATEMENTS.

     The financial  statements  required by this Item are set forth at the pages
indicated in Item on page 12 of this report.

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

None.


ITEM 8A. CONTROLS AND PROCEDURES

As required by Securities and Exchange  Commission rules, we have evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures as of the end of the period covered by this report.  This  evaluation
was  carried  out  under  the  supervision  and  with the  participation  of our
management,  including our principal  executive officer and principal  financial
officer. Based on this evaluation, these officers have concluded that the design
and operation of our disclosure  controls and  procedures  are effective.  There
were no significant  changes to our internal  controls during the period covered
by this annual report that  materially  affected,  or are  reasonably  likely to
materially affect, our internal controls over financial reporting.

     Disclosure  controls and procedures  are our controls and other  procedures
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports that we file or submit under the Exchange Act are  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act are accumulated and  communicated to our management,  including our
principal executive officer and principal financial officer, as appropriate,  to
allow timely decisions regarding required disclosure.



<page>

                                PART III

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

The executive officers and directors of the Company are as follows:


<TABLE>
<CAPTION>
Name                 Age          Position
-----                ---          --------
<S>                  <C>          <C>
John Caridi          50           Director and President

Howard Blumenfeld    40           Director and Secretary/Treasurer

Marvin Winick        53           Director and CFO

</TABLE>

John Caridi

     Mr.  Caridi has  created and driven many  businesses  to success  from auto
racing teams to contract construction companies and manufacturing endeavors. For
over 29 years he has been the the founder and President of Orion  Contract Sales
where he has established  business ties with such companies as MDS Laboratories,
IBM, Bell Canada and St. Michael's Hospital.  During this period of time he also
owned from 1993 to 1995,  Caridi Racing Team which was sold and is now operating
under the name of Stewart Racing which races in the Indy Lite series.

Howard Blumenfeld

     For  the  past  seven  years  Mr.  Blumenfeld  has  worked  as a  financial
consultant  and account  executive at both Merrill Lynch and Merit  Investments,
which included  managing  clients  investments.  During this time he was also in
charge of investor relations at E.W.M.C.  International  Inc., a publicly traded
company. He is a member of the Canadian Securities Institute,  and has a licence
to sell both insurance and real estate.

Marvin N. Winick

     Mr.  Marvin N.  Winick,  53 years old,  has been a Director  of the Company
since  inception  October  11,  2000.  Mr.  Winick is a  self-employed  Canadian
accountant who has done  consulting  and  accounting for several U.S.  companies
including  Mega-C  Technologies  Inc.,  Tri  Clean  Enterprises  Inc.,  Achievor
Recovery Limited.  Mr. Winick has had several years of computer,  accounting and
experience in US securities  laws which has helped him to assist other companies
as mentioned above.



<page>


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Under  Federal  securities  laws,  the Company's  directors,  its executive
officers  and any  person  holding  more than 10% of the  Company's  Shares  are
required  to report  their  ownership  of such  Shares  and any  changes  in the
ownership  on Forms 3, 4, and 5 as the  case may be.  The  directors,  executive
officers and any qualifying shareholders will comply with such requirements once
the Shares of the Company are trading on a stock exchange.


ITEM 10.   EXECUTIVE COMPENSATION.

     At this time there is no set executive  compensation package for any of the
directors or officers of the Company since there are no operations to date.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

     The following table and notes thereto set forth  information  regarding the
beneficial ownership of the Company's Shares as of December 31, 2003 by (i) each
person known by the Company to be the  beneficial  owner of more than 5% of such
voting  security,  (ii) each  director of the Company,  and (iii) all  executive
officers and  directors  of the Company as a group.  The  percentages  have been
calculated by taking into account all Shares owned on the record date as well as
all such  Shares  with  respect  to which  such  person has the right to acquire
beneficial ownership at such date or within 60 days thereafter. Unless otherwise
indicated,  all persons listed below have sole voting and sole investment  power
over the Shares owned.
<TABLE>
<CAPTION>
Name of Address of                  Amount and Nature of       Percent of
Beneficial Owner                    Beneficial Ownership        Class
<S>                                      <C>                     <C>
John Caridi                         1,012,500    Common           25.0%
29 Hester Avenue
Ajax, Ontario
L4T 1A8

John Colonna                        1,012,500    Common           25.0%
44 Anthia Dr.
Toronto, Ontario
M9L 1 K5

Howard Blumenfeld                   1,012,500    Common           25.0%
Thornhill, Ontario

Marvin Winick                       1,012,500    Common           25.0%
14 Pico Cres.
Thornhill, Ontario
L4J 8P4


All Executive Officers and Directors
as a Group(3 people)                3,037,500                     75.0%

</TABLE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On October 12, 2000,  4,050,000 shares were issued to the founders in their
respective percentages outlined above.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

DOCUMENTS FILED WITH THIS REPORT

1.       Financial Statements

Independent Auditors' Report

Balance Sheets as of December 31, 2003 and December 31, 2002

Statements of Operations for the years ended December 31, 2003 and 2002, and
           from Inception(October 11, 2000) to December 31, 2003

Statement of Stockholders' Equity from Inception(October 11, 2000) to
                                December 31, 2003

Statements of Cash Flows for the year ended December 31, 2003 and 2002 and from
       Inception(October 11, 2000) to December 31, 2003

Notes to Financial Statements as of December 31, 2003

Financial Statement Schedules

     Financial  statement  schedules  have been  omitted  because  the  required
information  is  inapplicable  or because the  information  is  presented in the
financial statements or related notes.

2.       Exhibits

23       Consent of Independent Auditors

31 & 32       Certifications in connection with the Sarbanes-Oxley Act of 2002

<PAGE>



EXHIBITS INCORPORATED BY REFERENCE

     The following  exhibits  were filed with the Company's  Form 10SB dated May
2001 and are incorporated by reference.

         Exhibit 3(i).1             Articles of Incorporation filed October 11,
                                    2000
         Exhibit 3(ii).1            By-Laws
         Exhibit 3(iii).1           Amendment to By-Laws
         Exhibit 3(iv)              Corporate Charter

<page>


Item 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The aggregate fees billed over each of the last two fiscal years is $ 1,000
per year for the annual reports.  The Company's  accountants  performed no other
services and were not paid any other fees.


SIGNATURES

REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarter  ended  December
31, 2003.


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    By:            /s/  JOHN CARIDI
                                              -------------------------
                                              John Caridi, President

DATE:   April 20, 2004

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated:

SIGNATURES                  TITLE                                 DATE
------------------       ---------------                      ------------

/s/ JOHN CARIDI          Director, President               April 20, 2004
----------------------
John Caridi

/s/ MARVIN WINICK        Director, CFO                     April 20, 2004
----------------------
Marvin Winick

/s/ HOWARD BLUMENFELD    Director, Secretary/Treasurer     April 20, 2004
----------------------
Howard Blumenfeld







<page>













                                   B COM, INC.
                          (A Development Stage Company)


                              Financial Statements
                                December 31, 2003








<page>





                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
B COM, INC.


     We  have  audited  the  accompanying  balance  sheet  of  B  COM,  INC.  (A
Development  Stage  Company) as of December 31, 2003 and December 31, 2002,  and
the related  statement of operations,  cash flows,  and changes in stockholders'
equity  for the  years  then  ended and from  inception  (October  11,  2000) to
December 31, 2003.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States Those  standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of B COM, INC. at December 31,
2003 and December 31, 2002,  and the results of their  operations and their cash
flows for the years then ended and from  inception(October 11, 2000) to December
31, 2003 in conformity  with  accounting  principles  generally  accepted in the
United States.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
April, 2004

<page>








                                   B COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2003


<TABLE>
                                                     2003        2002

ASSETS:
<S>                                                <C>         <C>
Current Assets:
  Cash                                             $   -       $   -
                                                    --------    -------
Total Current Assets                                   -           -
                                                    --------    -------
Other Assets
Incorporation Costs                                    -           -
                                                    --------    -------
Total Other Costs                                      -           -
                                                    --------    -------

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


LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Advance from shareholder                                545        545
                                                    -------     ------

TOTAL CURRENT LIABILITIES                               545        545
                                                    -------     ------

Stockholders' Equity:
  Preferred stock, $.001 par value, 10,000,000
   shares authorized: none outstanding                  -          -
  Common stock, $.001 par value, 100,000,000
   shares authorized, 4,050,000 shares issued and
    outstanding( 2002 - 4,050,000)                    4,050      4,050
  Deficit accumulated during the development stage   (4,595)    (4,595)
                                                   --------     ------

Total Stockholders' Equity                             (545)      (545)
                                                   --------     ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    -   $      -
                                                    =======    =======

</TABLE>



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

<page>


                                B COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>

                                                             From
                                                           Inception
                                        Year      Year      Oct 11,
                                        Ended     Ended      2000
                                        Dec 31,    Dec       to Dec
                                         2003    31, 2002    31, 2003
<S>                                   <C>      <C>          <C>
INCOME                                $     -  $     -      $     -

OPERATING EXPENSES:
Professional Fees                          -         -            -
Amortization Expense                       -         -            -
Administrative Expenses                    -         -         4,595
                                       ------   -------      -------
Total Operating Expenses                   -         -         4,595
                                       ------   -------      -------

Net Loss from Operations             $     -   $     -      $ (4,595)
                                      =======   =======      =======

Weighted average number of
  shares outstanding                4,050,000   4,050,000
                                    =========   =========

Net Loss Per Share                   $    -      $    -
                                      =======     =======


</TABLE>


















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

<page>


                                B COM, INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FROM INCEPTION(OCTOBER 11, 2000) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>

                                                       Deficit
                                                     Accumulated
                                       Additional     During the
                        Common Stock    Paid-In      Development
                     Shares   Amount    Capital         Stage       Totals
<S>               <C>        <C>       <C>        <C>            <C>
Balance - October 11,
  2000                 -      $    -    $    -     $     -        $     -

Stock issued for
  services        4,050,000    4,050        -           -           4,050

Net loss for
  period               -          -         -        (4,595)       (4,595)
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2000   4,050,000 $  4,050   $    -     $  (4,595)     $   (545)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  December 31, 2001    -          -         -           -              -
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2001   4,050,000 $  4,050   $    -     $  (4,595)     $   (545)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  December 31, 2002    -          -         -           -              -
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2002   4,050,000 $  4,050   $    -     $  (4,595)     $   (545)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  December 31, 2003    -          -         -           -              -
                  ---------   ------     -------    -------       -------
Balance - December
       31, 2003   4,050,000 $  4,050   $    -     $  (4,595)     $   (545)
                  =========   ======     =======    =======       =======


</TABLE>

















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


<page>

                                   B COM, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             From
                                                          Inception
                                        Year       Year    Oct 11,
                                        Ended     Ended      2000
                                        Dec 31,    Dec       to Dec
                                         2003    31, 2002  31, 2003
<S>                                   <C>      <C>          <C>

Cash Flows From Operating Activities:
  Net (Loss)                           $   -    $    -     $   (4,595)
  Adjustments to reconcile net loss
    to net cash used in operating
      activities:
   Stock issued for services               -         -          4,050
   Changes in assets and liabilities:
    Increase in accounts payable           -         -            -
    Increase in Other Assets               -         -            -
                                        --------   -----      -------
                                           -         -          4,050
                                        --------   -----      -------

Net Cash Used in Operating Activities      -         -           (545)
                                        --------    -----     -------

Cash Flow From Financing Activities:
  Issuance of Common Stock                 -         -            -
  Advances from shareholder                -         -            545
                                        --------   -----      -------

  Net Cash Provided By Financing
        Activities                         -         -            545
                                        --------   -----      -------

Increase (Decrease) in Cash                -         -            -

Cash and Cash Equivalents - Beginning of
       year                                -         -            -
                                        --------   -----      -------

Cash and Cash Equivalents - End of
       year                            $   -      $   -     $     -
                                        ========    ======    =======

Supplemental Cash Flow Information:
  Interest paid                        $     -     $   -     $     -
                                        ========    ======    =======
  Taxes paid                           $     -     $   -     $     -
                                        ========    ======    =======

</TABLE>



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

                                   B COM, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2003

Note 1 - General:

         Nature of Business

     B COM,  INC.(the  "Company") was incorporated on October 11, 2000 under the
laws of the State of Nevada.  The Company's  primary business  operations are to
seek out and acquire or meger with a viable  entity.  The Company  intends to go
public in order to raise funds to meet its business objectives.

         The Company's fiscal year end is December 31.

Note 2 - Summary of Significant Accounting Policies

         Basis of Presentation - Development Stage Company

     The Company has not earned any revenue from limited  principal  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements of  operations,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

         Basis of Accounting

     The  accompanying  financial  statements  have been prepared on the accrual
basis of accounting in accordance with accounting  principles generally accepted
in the United States.

         Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  accepted in the United States requires  management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

         Cash and Cash Equivalents

     For purposes of the  statement of cash flows,  the Company  considered  all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.

Net earning (loss) per share

     Basic and diluted net loss per share  information  is  presented  under the
requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share  reflects the  potential  dilution of  securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants  and  convertible  preferred  stock,  in  the  weighted-average  number
ofcommon shares outstanding for a period, if dilutive.  All potentially dilutive
securities  have been  excluded from the  computation,  as their effect is anti-
dilutive.
<PAGE>


                                   B COM, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2003

Note 2 - Summary of Significant Accounting Policies(continued)

         Income Taxes

     The Company  accounts for income taxes under SFAS No. 109,  which  requires
the asset and  liability  approach to accounting  for income  taxes.  Under this
method,  deferred tax assets and  liabilities  are measured based on differences
between  financial  reporting and tax bases of assets and  liabilities  measured
using  enacted  tax  rates  and laws  that are  expected  to be in  effect  when
differences are expected to reverse.

Note 3 - Capital Stock Transactions

     The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value.  During the fiscal  year ended  December  31,  2000 the Company
issued 4,050,000 shares of common stock for services rendered in the amount of $
4,050.

Note 4 - Advance from Shareholder

     An  officer  of the  Company  advanced  cash to the  Company  for  start-up
incorporation costs of $545. This advance was unsecured,  bears no interest, and
is due on demand.


<PAGE>



                                   B COM, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                December 31, 2003

Note 5 -Income Taxes

     There has been no provision  for U.S.  federal,  state,  or foreign  income
taxes for Any period because the Company has incurred  losses in all periods and
for all Jurisdictions.

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
  Net operating loss carryforwards                       $  4,595
  Valuation allowance for deferred tax assets              (4,595)
                                                          -------
Net deferred tax assets                                  $    -
                                                          =======

     Realization  of deferred tax assets is dependent upon future  earnings,  if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation  allowance.  As of December 31,
2002, the Company had net operating loss  carryforwards of approximately $ 4,595
for federal and state income tax purposes. These carryforwards,  if not utilized
to  offset  taxable  income  begin to  expire  in 2017.  Utilization  of the net
operating  loss may be  subject  to  substantial  annual  limitation  due to the
ownership change  limitations  provided by the Internal Revenue Code and similar
state  provisions.  The annual  limitation could result in the expiration of the
net operating loss before utilization.

Note 6 - Going Concern:

     The accompanying financial statements have been prepared in conformity with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
generated no revenues and current liabilities exceed current assets by $ 545.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital to develop its proposed business and ultimately,  upon
its ability to attain future  profitable  operations.  There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.


<page>


                                                            EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
B COM, INC.

     We consent to  incorporation of our report dated April 2004, of the balance
sheets of B Com,  Inc. as of December  31,  2003 and  December  31, 2002 and the
related  statements of operations,  stockholders'  equity and cash flows for the
years then ended and from  inception(October  11,  2000) to December  31,  2003,
which report appears in the December 31, 2003 annual report on Form 10- KSB of B
COM, INC.


Michael Johnson & Co. LLP
Dated: April 20, 2004

<PAGE>

EXHIBIT 31.1
                                  CERTIFICATION

I, John Caridi, certify that:

     1. I have reviewed this annual report on Form 10-KSB of B Com, Inc.

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c)  Disclosed  in this  report  any  changes in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

     5. I have  disclosed,  based  on our most  recent  evaluation  of  internal
control over financial  reporting,  to the  registrant's  auditors and the audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: April 20, 2004

                               /s/ John Caridi
                              -----------------------------
                               Name: John Caridi
                               Title: President and Chief Executive Officer


<PAGE>

EXHIBIT 31.2
                                  CERTIFICATION

I, Marvin Winick, certify that:

     1. I have reviewed this annual report on Form 10-KSB of B Com, Inc.

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

     c)  Disclosed  in this  report  any  changes in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

     5. I have  disclosed,  based  on our most  recent  evaluation  of  internal
control over financial  reporting,  to the  registrant's  auditors and the audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: April 20, 2004

                               /s/ Marvin Winick
                              -----------------------------
                               Name: Marvin Winick
                               Title: Chief Financial Officer

<PAGE>


                                                        EXHIBIT 32.1

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection  with the Form 10-KSB of B Com, Inc. (the  "Company") for the
year  ending  December  31,  2003 as filed  with  the  Securities  and  Exchange
Commission on the date hereof (the "Report"),  I, Marvin Winick, Chief Financial
Officer of the Company,  certify,  pursuant to 18 U.S.C.  ss.  1350,  as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  April 20, 2004                        By: /s/ Marvin Winick
                                             ---------------------------------
                                             Name:   Marvin Winick
                                             Title:  Chief Financial Officer




<PAGE>

                                                     EXHIBIT 32.2

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection  with the Form 10-KSB of B Com, Inc. (the  "Company") for the
year  ending  December  31,  2003 as filed  with  the  Securities  and  Exchange
Commission on the date hereof (the "Report"),  I, John Caridi,  President of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  April 20, 2004                    By: /s/ John Caridi
                                             ---------------------------------
                                             Name:   John Caridi
                                             Title:  President




<PAGE>